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, 2008
 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
(State or other jurisdiction of 
incorporation or organization)
    
    86-0830443
(I.R.S. Employer Identification No.)4602 East Thomas Road, Phoenix, AZ
(Address of principal executive offices)
    
    85018
(Zip Code)
 Registrants telephone number, including area code: (602) 957-2722
  Title of each class:
    
    Name of exchange on which registered:Common stock, $.001 par value
    
    NYSE Alternext US
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o 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, 2008
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    10Item 1B.
    
    Unresolved Staff Comments
    
    
    15Item 2.
    
    Properties
    
    
    16Item 3.
    
    Legal Proceedings
    
    
    16Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    17Item 6.
    
    Selected Financial Data
    
    
    19Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    29Item 8.
    
    Financial Statements and Supplementary Data
    
    
    30Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    51Item 9A(T)
    
    Controls and Procedures
    
    
    51Item 9B.
    
    Other Information
    
    
    51PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    51Item 11.
    
    Executive Compensation
    
    
    51Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    52Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    52Item 14.
    
    Principal Accountant Fees and Services
    
    
    52PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    52
 i




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




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##### 



December 31*,2008
    
    2007
    
    2006Commercial and industrial construction
    
    
    33
    %
    
    
    31
    %
    
    
    27
    %Residential construction
    
    
    41
    %
    
    
    53
    %
    
    
    53
    %Street and highway construction and paving
    
    
    12
    %
    
    
    8
    %
    
    
    7
    %Other public works and infrastructure
construction
    
    
    14
    %
    
    
    8
    %
    
    
    13
    %100
    %
    
    
    100
    %
    
    
    100
    %
 
 *
    
    Percentages are approximate. Business Strategy
  
    
    closely monitor the demand at each of our existing eight batch plant facilities and two
aggregate production facilities and evaluate the cost-effectiveness and timing of their
operating hours;
    
    manage our fixed asset base to minimize ongoing fixed costs while maintaining sufficient
capacity to meet the demands of our customers and remain adequately prepared for an
expected rebound in our market conditions;
    
    improve the oversight of our customer accounts and credit practices;
    
    seek to obtain cost savings through minimizing overtime, seeking optimum pricing of raw
materials purchased from third parties, re-negotiating minimum royalty levels at certain
leased properties,
maintaining staff count at appropriate levels, eliminating or reducing costs in numerous
areas of our operations;
    
    improve our competitiveness in certain market segments  particularly the public
infrastructure segment; and
 2




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##### 




    
    increase market intelligence and awareness to be sensitive to potential opportunities
that may result from the strengths or weaknesses of competitors in our market, including
attractive divestiture or acquisition opportunities.
  Market Overview
 2009 U.S. Markets
Construction Overview
   Products and Services
 Ready mix Concrete
  3




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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 provides more
consistent results and minimizes the need to correct completed work; and
    
    scheduling and tracking systems that allow timely delivery and reduce the
downtime incurred by the customers finishing crew.
  
    
    increase resistance to deterioration in extreme weather conditions;
    
    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.
 4




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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;
    
    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.
 5




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##### 




    
    loading concrete;
    
    en route to a particular job site;
    
    on the job site;
    
    unloading on the jobsite;
    
    washing out on jobsite; or
    
    en route to a particular plant.
   
    
    maintenance personnel who perform routine maintenance work throughout our
plants;
    
    drivers who transport raw materials from the mine or terminal to the plant;
    
    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
   6




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##### 



Customers
   Competition
   Training and Safety
  Sales and Marketing
  7




---



##### 



Seasonality
  Insurance
   Equipment
   Government Regulation
  
    
    zoning;
    
    street and highway usage;
    
    US Department of Transportation;
 8




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##### 




    
    noise levels; and
    
    health, safety and environmental matters.
     Employees
  Website Access
  9




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##### 



Item 1A. Risk Factors
  We are and will continue to be subject to conflicts of interest resulting from Meadow Valley Parent
Corp.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 not meet our minimum purchase agreement obligations.
  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.
 10




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##### 



We depend on third parties for cement, fly ash, aggregates 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;
    
    availability of credit;
    
    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.
  11




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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;
    
    US Department of Transportation regulations;
    
    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.
 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.
 12




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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.
  Meadow Valley Parent Corp. beneficially owns a significant number of shares of our common stock
which will have an impact on all major decisions on which our shareholders may vote and which may
discourage an acquisition of the Company.
  
    
    election of our directors;
    
    the amendment of our organizational documents;
    
    the merger of our company or the sale of our assets or other corporate
transactions; and
    
    controlling the outcome of any other matter submitted to the security holders
for vote.
  13




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##### 



The application of the penny stock rules could adversely affect the market price of our common
stock and increase your transaction costs to sell those shares.
  We do not intend to pay dividends on our common stock.
  Failure to maintain adequate general liability, commercial and product liability insurance could
subject us to adverse financial results.
  If we fail to implement effective internal controls required by the Sarbanes-Oxley Act of 2002, to
remedy any material weaknesses in our internal controls that we may identify or to obtain the
attestation required by Section 404 of the Sarbanes-Oxley Act of 2002, such failure could result in
material misstatements in our financial statements, cause investors to lose confidence in our
reported financial information and have a negative effect on the trading price of our common stock.
   14




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##### 



Our articles of incorporation and bylaws contain provisions that could delay or prevent a change in
control even if the change in control would be beneficial to our shareholders.
  
    
    authorize the issuance of preferred stock that can be created and issued by the
board of directors without prior shareholder approval and deter or prevent a
takeover attempt; and
    
    do not allow cumulative voting in the election of directors, which would
otherwise allow less than a majority of shareholders to elect director candidates.
 Item 1B. Unresolved Staff Comments
  15




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##### 



Item 2.
    
    Properties
  Approximate
    
    Approximate
    
    OwnedBuilding Size in
    
    Land
    
    or
    
    Monthly
    
    LeaseLocation
    
    Purpose
    
    Square Feet
    
    in Acres
    
    Leased
    
    Rental
    
    Expires3430 East Flamingo Suite 100,
Las Vegas, Nevada
    
    Area office
    
    5,700
    
    
    
    Leased
    
    $9,738
    
    3/10/20104602 East Thomas Road
Phoenix, 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
    
    4
    
    Leased
    
    
    
    5/31/201039245 North Schnepf Road,
    
    Ready mixQueen Creek, Arizona
    
    production facility
    
    440
    
    5
    
    Owned
    
    
    
    North Schnepf Road,
    
    Sand and aggregateQueen Creek, Arizona (1) (2)
    
    production facility
    
    
    
    25
    
    Leased
    
    
    
    8/30/20096501 Richmar Ave.,
    
    Ready mixLas Vegas, Nevada
    
    production facility
    
    440
    
    5
    
    Owned
    
    
    
    6204 West Southern Avenue,
    
    Ready mixTolleson, Arizona (1)
    
    production facility
    
    440
    
    4
    
    Leased
    
    
    
    10/31/20161855 South Dude Drive,
    
    Sand and aggregateMoapa, Nevada (1)
    
    production facility
    
    840
    
    40
    
    Leased
    
    
    
    1/1/20191855 South Dude Drive,
    
    Ready mixMoapa, Nevada (1)
    
    production facility
    
    440
    
    
    
    Leased
    
    
    
    10423 South Apache Road,
    
    Ready mixBuckeye, Arizona (1)
    
    production facility
    
    240
    
    4
    
    Leased
    
    
    
    4/15/201515500 Ready Mix Road
    
    Sand and aggregateLas Vegas, Nevada (1)
    
    production facility
    
    
    
    40
    
    Leased
    
    
    
    4/30/200915500 Ready Mix Road
    
    Ready mixLas 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
  16




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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, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  2008 *
    
    2007 *High
    
    Low
    
    High
    
    LowFirst quarter
    
    $
    6.66
    
    
    $
    5.11
    
    
    $
    13.44
    
    
    $
    11.11Second quarter
    
    $
    6.22
    
    
    $
    4.76
    
    
    $
    13.90
    
    
    $
    11.96Third quarter
    
    $
    5.40
    
    
    $
    3.40
    
    
    $
    13.20
    
    
    $
    11.85Fourth quarter
    
    $
    3.75
    
    
    $
    1.10
    
    
    $
    12.40
    
    
    $
    6.40
 
 *
    
    The quarterly highs and lows are based on daily market closing prices during each
respective period.
   
 Number 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)
    
    
    379,125
    
    
    $
    10.76
    
    
    
    293,875Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    379,125
    
    
    
    
    
    
    
    293,875
 
 (1)
    
    Includes 379,125 options to purchase shares of common stock issued to our
employees, directors and consultants from our 2005 Plan.(2)
    
    Not included above is 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.
 17




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##### 



COMPARISON OF 40 MONTH CUMULATIVE TOTAL RETURN*
 
 
 
 
 18




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##### 



8/24/2005
    
    12/31/2005
    
    12/31/2006
    
    12/31/2007
    
    12/31/2008Ready Mix, Inc.
    
    
    100.00
    
    
    
    113.22
    
    
    
    91.74
    
    
    
    53.88
    
    
    
    12.48AMEX Composite Index
    
    
    100.00
    
    
    
    105.16
    
    
    
    125.13
    
    
    
    152.50
    
    
    
    94.18Peer Group
    
    
    100.00
    
    
    
    104.87
    
    
    
    129.00
    
    
    
    141.93
    
    
    
    109.39
 The stock price performance included in this graph is not necessarily indicative of future
stock price performance. Item 6.
    
    Selected Financial Data
 Statement of Operations Information:
  Statement of Operations Information:
  Years ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Revenue
    
    $
    60,701
    
    
    $
    77,365
    
    
    $
    83,589
    
    
    $
    67,734
    
    
    $
    59,136Gross profit
    
    
    64
    
    
    
    6,154
    
    
    
    9,206
    
    
    
    7,072
    
    
    
    6,627Income (loss) from operations
    
    
    (4,567
    )
    
    
    1,580
    
    
    
    4,927
    
    
    
    3,943
    
    
    
    4,055Income (loss) before income taxes
    
    
    (4,389
    )
    
    
    2,111
    
    
    
    5,212
    
    
    
    3,921
    
    
    
    3,811Net income (loss)
    
    
    (2,950
    )
    
    
    1,355
    
    
    
    3,339
    
    
    
    2,486
    
    
    
    2,440Basic net income (loss) per common share
    
    $
    (0.77
    )
    
    $
    0.36
    
    
    $
    0.88
    
    
    $
    0.94
    
    
    $
    1.20Diluted net income (loss) per common
share
    
    $
    (0.77
    )
    
    $
    0.36
    
    
    $
    0.87
    
    
    $
    0.93
    
    
    $
    1.20Basic weighted average common shares
outstanding
    
    
    3,809,500
    
    
    
    3,808,337
    
    
    
    3,807,500
    
    
    
    2,654,688
    
    
    
    2,025,000Diluted weighted average common shares
outstanding
    
    
    3,809,500
    
    
    
    3,817,009
    
    
    
    3,833,580
    
    
    
    2,681,053
    
    
    
    2,025,000Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Balance Sheet Information:
 December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Total assets
    
    $
    39,377
    
    
    $
    46,279
    
    
    $
    47,023
    
    
    $
    39,907
    
    
    $
    22,414Total notes payable and capital
lease obligations
    
    
    8,246
    
    
    
    9,845
    
    
    
    11,040
    
    
    
    8,020
    
    
    
    8,342Due from affiliate (Due to affiliate)
    
    
    (178
    )
    
    
    38
    
    
    
    (73
    )
    
    
    (85
    )
    
    
    (1,380
    )Intercompany income tax
allocation payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,298Total shareholders equity
    
    
    26,441
    
    
    
    29,219
    
    
    
    27,467
    
    
    
    23,966
    
    
    
    4,344
 Financial Position Information:
 Years ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Working capital
    
    $
    9,602
    
    
    $
    11,808
    
    
    $
    10,404
    
    
    $
    14,186
    
    
    $
    (1,057
    )Current ratio
    
    
    2.69
    
    
    
    2.49
    
    
    
    2.08
    
    
    
    2.70
    
    
    
    0.90Debt to equity ratio
    
    
    0.31
    
    
    
    0.34
    
    
    
    0.40
    
    
    
    0.33
    
    
    
    1.92
 19




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##### 



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Executive Overview
  Results of Operations
  Dollars in ThousandsYears ended December 31,2008
    
    2007
    
    2006Revenue
    
    $
    60,151
    
    
    
    99.1
    %
    
    $
    75,620
    
    
    
    97.7
    %
    
    $
    83,152
    
    
    
    99.5
    %Related party revenue
    
    
    550
    
    
    
    0.9
    %
    
    
    1,745
    
    
    
    2.3
    %
    
    
    437
    
    
    
    0.5
    %Total revenue
    
    
    60,701
    
    
    
    100.0
    %
    
    
    77,365
    
    
    
    100.0
    %
    
    
    83,589
    
    
    
    100.0
    %Gross profit
    
    
    64
    
    
    
    0.1
    %
    
    
    6,154
    
    
    
    8.0
    %
    
    
    9,206
    
    
    
    11.0
    %General and administrative expenses
    
    
    4,631
    
    
    
    7.6
    %
    
    
    4,574
    
    
    
    5.9
    %
    
    
    4,279
    
    
    
    5.1
    %Income (loss) from operations
    
    
    (4,567
    )
    
    
    -7.5
    %
    
    
    1,580
    
    
    
    2.0
    %
    
    
    4,927
    
    
    
    5.9
    %Interest income
    
    
    154
    
    
    
    0.3
    %
    
    
    385
    
    
    
    0.5
    %
    
    
    395
    
    
    
    0.5
    %Interest expense
    
    
    (107
    )
    
    
    -0.2
    %
    
    
    (138
    )
    
    
    -0.2
    %
    
    
    (163
    )
    
    
    -0.2
    %Income tax benefit (expense)
    
    
    1,439
    
    
    
    2.4
    %
    
    
    (756
    )
    
    
    -1.0
    %
    
    
    (1,872
    )
    
    
    -2.2
    %Net income (loss)
    
    $
    (2,950
    )
    
    
    -4.9
    %
    
    $
    1,355
    
    
    
    1.8
    %
    
    $
    3,339
    
    
    
    4.0
    %Depreciation and amortization
    
    $
    4,691
    
    
    
    7.7
    %
    
    $
    4,377
    
    
    
    5.7
    %
    
    $
    3,439
    
    
    
    4.1
    %
 Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
 Revenue.
 20




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##### 



Gross Profit.
 Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Income (loss).
 Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
 Revenue.
 21




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##### 



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




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##### 



December 31, 2008Minimum /(amounts in thousands)
    
    Maximum
    
    ActualLeverage (1)
    
    1.50 to 1.0
    
    .49 to 1.0Fixed charge coverage ratio (2)
    
    .40 to 1.0
    
    .79 to 1.0Available cash minimum (3)
    
    
    750,000
    
    
    
    4,204,280Dividends paid (4)
    
    
    
    
    
    Management fee agreement (5)
    
    
    22,000
    
    
    
    22,000Change of control (6)Sale or assignment of real estate (7)
 
 (1)
    
    Leverage is defined as total liabilities to net worth. Measured quarterly.(2)
    
    Fixed charge coverage ratio is defined as all interest bearing notes, loans and
capital leases divided by the sum of net profit, interest expense, taxes, depreciation
and amortization less dividends, plus or minus extraordinary expenses or gains, to be
determined at WFEs sole discretion, for the previous four fiscal quarterly periods.
Measured quarterly.(3)
    
    Available cash minimum is defined as cash and cash equivalents as reported on
the Companys balance sheet. Measured quarterly.(4)
    
    Dividends paid to shareholders will not be paid without the prior written
consent of WFE.(5)
    
    Management fee between Meadow Valley and Ready Mix will not exceed $22,000 per
month. Reviewed quarterly.(6)
    
    Change of control provision states that the Company will be in default in the
event that the Board of Directors ceases to consist of a majority of the current
directors, without the written consent of WFE.(7)
    
    The Company is prohibited from (a) entering into or assuming any agreement to
sell, transfer or assign any of the Companys owned real property and (b) creating or
assuming any lien on any of the Companys owned real property, in each case without
written consent of WFE.  On or before
    
    After
    
    After
    
    AfterDecember 31,2009
    
    2009
    
    2010
    
    2011Prepayment penalty
    
    
    6.00
    %
    
    
    5.00
    %
    
    
    3.00
    %
    
    
    2.00
    %
    (Dollars in Thousands)
    
    For the years ended December 31,2008
    
    2007
    
    2006Cash provided by (used in)
operating activities
    
    $
    (1,113
    )
    
    $
    7,293
    
    
    $
    5,158Cash used in investing
activities
    
    
    (614
    )
    
    
    (3,586
    )
    
    
    (8,394
    )Cash used in financing
activities
    
    
    (3,226
    )
    
    
    (2,920
    )
    
    
    (504
    )
 23




---



##### 



Summary of Contractual Obligations and Commercial Commitments
  Payments Due by Period(Dollars In thousands)
    
    
    
    
    
    Less than
    
    
    1 - 3
    
    
    4 - 5
    
    
    AfterTotal
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsContractual ObligationsLong-term debt obligations
    
    $
    8,246
    
    
    $
    2,205
    
    
    $
    3,740
    
    
    $
    1,308
    
    
    $
    993Interest payments on long-term debt (1)
    
    
    1,451
    
    
    
    523
    
    
    
    577
    
    
    
    221
    
    
    
    130Operating leases obligations
    
    
    4,140
    
    
    
    2,150
    
    
    
    1,989
    
    
    
    1
    
    
    
    Purchase obligations
    
    
    29,486
    
    
    
    4,486
    
    
    
    8,045
    
    
    
    8,040
    
    
    
    8,915Other long-term liabilities (2)
    
    
    264
    
    
    
    264
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    43,587
    
    
    $
    9,628
    
    
    $
    14,351
    
    
    $
    9,570
    
    
    $
    10,038
 
 (1)
    
    Interest payments are based on the individual interest rates of each obligation, which
range from 3.50% 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 Companys balance sheet under GAAP include an
administrative services agreement with Meadow Valley in the amount of $22,000 per month. The term
of the agreement is month-to-month and although either party can cancel the agreement we anticipate
remaining in the agreement at least until December 31, 2009. 24




---



##### 



Impact of Inflation
  Critical Accounting Estimates
 General
   Reportable Segments
  Collectibility of Account Receivables
  25




---



##### 



Valuation of Property and Equipment
  Batch and mining plants
    
    4  15 yearsBuildings
    
    7  39 yearsComputer equipment
    
    3  5 yearsEquipment
    
    3  10 yearsLeasehold improvements
    
    2  10 yearsOffice furniture and equipment
    
    5  7 yearsVehicles
    
    5  10 years
   Income Taxes
   26




---



##### 



Classification of Leases
  Stock based Compensation
   Recent Accounting Pronouncements
   27




---



##### 



Off-Balance Sheet Arrangements
  Known and Anticipated Future Trends and Contingencies
   28




---



##### 



Item 7A Quantitative and Qualitative Disclosures About Market Risk
    29




---



##### 



Item 8 Financial Statements and Supplementary Data
 Semple, Marchal& Cooper, llp
    
    (BDO SEIDMAN ALLIANCE LOGO)CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS2700 NORTH CENTRAL AVENUE, NINTH FLOOR, PHOENIX, ARIZONA 85004   TEL 602-241-1500  FAX 602-234-1867
 Report of Independent Registered Public Accounting Firm
 
     
 
  30




---



##### 



READY MIX, INC.
BALANCE SHEETS
 December 31,2008
    
    
    2007Assets:Current assets:Cash and cash equivalents
    
    $
    4,204,280
    
    
    $
    9,157,868Accounts receivable, net
    
    
    6,751,769
    
    
    
    7,892,523Inventory
    
    
    1,411,761
    
    
    
    1,151,926Prepaid expenses
    
    
    1,189,598
    
    
    
    1,156,086Income tax receivable
    
    
    1,026,133
    
    
    
    Due from affiliate
    
    
    
    
    
    
    37,859Deferred tax asset
    
    
    696,892
    
    
    
    359,396Total current assets
    
    
    15,280,433
    
    
    
    19,755,658Property and equipment, net
    
    
    23,988,688
    
    
    
    26,347,234Refundable deposits
    
    
    108,079
    
    
    
    176,188Total assets
    
    $
    39,377,200
    
    
    $
    46,279,080Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    2,329,620
    
    
    $
    3,888,856Accrued liabilities
    
    
    966,058
    
    
    
    2,023,403Notes payable
    
    
    2,204,706
    
    
    
    2,019,192Obligations under capital leases
    
    
    
    
    
    
    4,634Due to affiliate
    
    
    177,825
    
    
    
    Income tax payable
    
    
    
    
    
    
    11,738Total current liabilities
    
    
    5,678,209
    
    
    
    7,947,823Notes payable, less current portion
    
    
    6,041,731
    
    
    
    7,821,295Deferred tax liability
    
    
    1,216,100
    
    
    
    1,290,823Total liabilities
    
    
    12,936,040
    
    
    
    17,059,941Commitments 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 issued and outstanding
    
    
    3,810
    
    
    
    3,810Additional paid-in capital
    
    
    18,362,557
    
    
    
    18,190,971Retained earnings
    
    
    8,074,793
    
    
    
    11,024,358Total stockholders equity
    
    
    26,441,160
    
    
    
    29,219,139Total liabilities and stockholders equity
    
    $
    39,377,200
    
    
    $
    46,279,080
  31




---



##### 



READY MIX, INC.
STATEMENTS OF OPERATIONS
 For the years ended December 31,2008
    
    
    2007
    
    
    2006Revenue:Revenue
    
    $
    60,150,696
    
    
    $
    75,620,128
    
    
    $
    83,151,938Revenue  related parties
    
    
    550,364
    
    
    
    1,744,544
    
    
    
    436,865Total revenue
    
    
    60,701,060
    
    
    
    77,364,672
    
    
    
    83,588,803Cost of revenue
    
    
    60,637,366
    
    
    
    71,210,190
    
    
    
    74,382,436Gross profit
    
    
    63,694
    
    
    
    6,154,482
    
    
    
    9,206,367General and administrative expenses
    
    
    4,631,061
    
    
    
    4,574,463
    
    
    
    4,279,252Income (loss) from operations
    
    
    (4,567,367
    )
    
    
    1,580,019
    
    
    
    4,927,115Other income (expense):Interest income
    
    
    153,550
    
    
    
    385,353
    
    
    
    394,779Interest expense
    
    
    (107,379
    )
    
    
    (137,533
    )
    
    
    (163,229
    )Other income
    
    
    132,632
    
    
    
    283,470
    
    
    
    52,941178,803
    
    
    
    531,290
    
    
    
    284,491Income (loss) before income taxes
    
    
    (4,388,564
    )
    
    
    2,111,309
    
    
    
    5,211,606Income tax benefit (expense)
    
    
    1,438,999
    
    
    
    (756,107
    )
    
    
    (1,872,331
    )Net income (loss)
    
    $
    (2,949,565
    )
    
    $
    1,355,202
    
    
    $
    3,339,275Basic net income (loss) per common share
    
    $
    (0.77
    )
    
    $
    0.36
    
    
    $
    0.88Diluted net income (loss) per common share
    
    $
    (0.77
    )
    
    $
    0.36
    
    
    $
    0.87Basic weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    3,808,337
    
    
    
    3,807,500Diluted weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    3,817,009
    
    
    
    3,833,580
  32




---



##### 



READY MIX, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Common StockNumber of
    
    
    
    
    
    
    AdditionalShares
    
    
    
    
    
    
    Paid-in
    
    
    RetainedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    EarningsBalance at January 1, 2006
    
    
    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
    
    
    
    11,024,358Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    171,586Net loss for the year ended 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,949,565
    )Balance at December 31, 2008
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,362,557
    
    
    $
    8,074,793
  33




---



##### 



READY MIX, INC.
STATEMENTS OF CASH FLOWS
 For the years ended December 31,2008
    
    
    2007
    
    
    2006Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    61,268,675
    
    
    $
    78,500,885
    
    
    $
    83,209,417Cash paid to suppliers and employees
    
    
    (62,416,750
    )
    
    
    (70,274,014
    )
    
    
    (76,009,924
    )Taxes paid
    
    
    (11,091
    )
    
    
    (1,181,203
    )
    
    
    (2,273,465
    )Interest received
    
    
    153,550
    
    
    
    385,353
    
    
    
    394,779Interest paid
    
    
    (107,379
    )
    
    
    (137,533
    )
    
    
    (163,229
    )Net cash provided by
(used in) operating
activities
    
    
    (1,112,995
    )
    
    
    7,293,488
    
    
    
    5,157,578Cash flows from investing activities:Purchase of property and equipment
    
    
    (770,416
    )
    
    
    (3,792,325
    )
    
    
    (8,439,469
    )Cash received from sale of equipment
    
    
    155,962
    
    
    
    206,554
    
    
    
    45,500Net cash used in
investing activities
    
    
    (614,454
    )
    
    
    (3,585,771
    )
    
    
    (8,393,969
    )Cash flows from financing activities:Proceeds from the issuance of common stock
    
    
    
    
    
    
    22,000
    
    
    
    Proceeds from (repayment of) due to affiliate
    
    
    215,684
    
    
    
    (111,254
    )
    
    
    (11,415
    )Proceeds from notes payable
    
    
    2,037,509
    
    
    
    2,956,120
    
    
    
    3,083,540Repayment of notes payable
    
    
    (5,474,698
    )
    
    
    (5,536,277
    )
    
    
    (3,107,304
    )Repayment of capital lease obligations
    
    
    (4,634
    )
    
    
    (250,313
    )
    
    
    (468,972
    )Net cash used in
financing activities
    
    
    (3,226,139
    )
    
    
    (2,919,724
    )
    
    
    (504,151
    )Net increase (decrease) in cash and cash equivalents
    
    
    (4,953,588
    )
    
    
    787,993
    
    
    
    (3,740,542
    )Cash and cash equivalents at beginning of year
    
    
    9,157,868
    
    
    
    8,369,875
    
    
    
    12,110,417Cash and cash equivalents at end of year
    
    $
    4,204,280
    
    
    $
    9,157,868
    
    
    $
    8,369,875Reconciliation of net income (loss) to net cash
provided by (used in) operating activities:Net income (loss)
    
    $
    (2,949,565
    )
    
    $
    1,355,202
    
    
    $
    3,339,275Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    4,691,299
    
    
    
    4,376,723
    
    
    
    3,439,208Deferred income taxes, net
    
    
    (412,219
    )
    
    
    (326,376
    )
    
    
    (287,078
    )Loss (gain) on sale of equipment
    
    
    124,840
    
    
    
    (48,214
    )
    
    
    (21,360
    )Stock-based compensation expense
    
    
    171,586
    
    
    
    375,081
    
    
    
    161,427Provision for doubtful accounts
    
    
    830,611
    
    
    
    70,956
    
    
    
    49,035Changes in operating assets and liabilities:Accounts receivable
    
    
    310,143
    
    
    
    900,957
    
    
    
    (410,967
    )Prepaid expenses
    
    
    (33,512
    )
    
    
    39,372
    
    
    
    2,308Inventory
    
    
    (259,835
    )
    
    
    149,916
    
    
    
    (696,936
    )Refundable deposits
    
    
    68,109
    
    
    
    1,299,109
    
    
    
    (1,134,132
    )Accounts payable
    
    
    (1,559,236
    )
    
    
    (380,663
    )
    
    
    122,883Accrued liabilities
    
    
    (1,057,345
    )
    
    
    (419,855
    )
    
    
    707,971Income tax, net
    
    
    (1,037,871
    )
    
    
    (98,720
    )
    
    
    (114,056
    )Net cash provided by (used in) operating activities
    
    $
    (1,112,995
    )
    
    $
    7,293,488
    
    
    $
    5,157,578
  34




---



##### 



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:
  35




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Property and Equipment (Continued)
  Computer equipment
    
    3 - 5 yearsEquipment
    
    3 - 10 yearsBatch and mining plants
    
    4 - 15 yearsVehicles
    
    5 - 10 yearsOffice furniture and equipment
    
    5 - 7 yearsLeasehold improvements
    
    2 - 10 yearsBuildings
    
    7 - 39 years
   Income Taxes:
  Revenue Recognition:
  
    
    The contract has been evidenced by the customers signature on the delivery ticket;
    
    A price per unit has been determined; and
    
    Collectibility has been reasonably assured either by credit authorization of the
customer or by COD terms.
  Reportable Segments:
 
 36




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
  December 31,2008
    
    2007
    
    2006Commercial and industrial construction
    
    
    33
    %
    
    
    31
    %
    
    
    27
    %Residential construction
    
    
    41
    %
    
    
    53
    %
    
    
    53
    %Street and highway construction and paving
    
    
    12
    %
    
    
    8
    %
    
    
    7
    %Other public works and infrastructure construction
    
    
    14
    %
    
    
    8
    %
    
    
    13
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Fair Value of Financial Instruments:
    Earnings per Share:
  Stock-Based Compensation:
   
    
    Expected term is determined using a weighted 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.
 37




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Recent Accounting Pronouncements:
      2. Stock-Based Compensation:
   38




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 2. Stock-Based Compensation (Continued):
  Equity Incentive Plan
     Awards duringthe year ended
    
    Awards prior toDecember 31, 2008
    
    January 1, 2008Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    35.50
    %
    
    
    21.4%  39.1
    %Weighted-average volatility
    
    
    35.50
    %
    
    
    27.18
    %Risk-free interest rate
    
    
    3.00
    %
    
    
    5.00
    %Expected life of options (in years)
    
    
    5
    
    
    
    35Weighted-average grant-date fair value
    
    $
    2.31
    
    
    $
    2.40
  39




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 2. Stock-Based Compensation (Continued):
  Weighted AverageWeighted Average
    
    
    Remaining
    
    
    Aggregate
    
    
    AggregateExercise Price
    
    
    Contractual
    
    
    Fair
    
    
    IntrinsicShares
    
    
    per Share
    
    
    Term (1)
    
    
    Value
    
    
    Value (2)Outstanding January 1, 2008
    
    
    366,125
    
    
    $
    11.01
    
    
    
    2.75
    
    
    $
    935,166Granted
    
    
    20,000
    
    
    
    6.40
    
    
    
    
    
    
    
    46,200Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (7,000
    )
    
    
    11.00
    
    
    
    
    
    
    
    (13,650
    )Outstanding December 31, 2008
    
    
    379,125
    
    
    $
    10.76
    
    
    
    1.88
    
    
    $
    967,716
    
    
    $
    Exercisable December 31, 2008
    
    
    345,792
    
    
    $
    10.80
    
    
    
    1.78
    
    
    $
    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, 2008, for those awards that have an exercise price currently below the
closing price as of December 31, 2008. Awards with an exercise price above the closing
price as of December 31, 2008 are considered to have no intrinsic value.  Weighted AverageGrant-DateShares
    
    
    Fair ValueNonvested stock options at January 1, 2008
    
    
    149,375
    
    
    $
    2.61Granted
    
    
    20,000
    
    
    
    2.31Vested
    
    
    (131,542
    )
    
    
    2.40Forfeited
    
    
    (4,500
    )
    
    
    1.95Nonvested stock options at December 31, 2008
    
    
    33,333
    
    
    $
    3.33
  3. Concentration of Credit Risk:
   40




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 4. Accounts Receivable, net:
  December 31,2008
    
    
    2007Trade receivables
    
    $
    7,823,012
    
    
    $
    8,090,757Other receivables
    
    
    139,003
    
    
    
    181,401Less: allowance for doubtful accounts
    
    
    (1,210,246
    )
    
    
    (379,635
    )$
    6,751,769
    
    
    $
    7,892,523
 5. Property and Equipment, net:
  December 31,2008
    
    
    2007Land and building
    
    $
    4,909,587
    
    
    $
    4,878,126Computer equipment
    
    
    427,920
    
    
    
    567,842Equipment
    
    
    8,555,237
    
    
    
    8,712,078Batch and mining plants
    
    
    15,199,768
    
    
    
    14,854,898Vehicles
    
    
    10,767,278
    
    
    
    10,067,788Office furniture and equipment
    
    
    94,114
    
    
    
    81,207Leasehold improvements
    
    
    513,722
    
    
    
    526,386Water rights
    
    
    2,250,000
    
    
    
    2,250,00042,717,626
    
    
    
    41,938,325Less: Accumulated depreciation
    
    
    (18,728,938
    )
    
    
    (15,591,091
    )$
    23,988,688
    
    
    $
    26,347,234
 6. Accrued Liabilities:
  December 31,2008
    
    
    2007Compensation
    
    $
    503,781
    
    
    $
    1,233,530Taxes
    
    
    199,223
    
    
    
    273,883Insurance
    
    
    31,879
    
    
    
    46,032Other
    
    
    231,175
    
    
    
    469,958$
    966,058
    
    
    $
    2,023,403
 7. Line of Credit:
  41




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 8. Notes Payable:
  December 31,2008
    
    
    20075.99% note payable, with monthly payments of $471, due
September 28, 2008, collateralized by a vehicle
    
    $
    
    
    
    $
    4,1385.31% note payable, with monthly payments of $1,730, due
March 22, 2009, collateralized by vehicles
    
    
    
    
    
    
    4,8585.31% note payable, with monthly payments of $788, due
April 8, 2009, collateralized by a vehicle
    
    
    
    
    
    
    11,4086.21% note payable, with monthly payments of $4,921 and a
principal payment of $443,902, due April 16, 2009,
collateralized
by land
    
    
    
    
    
    
    479,0436.34% note payable, with monthly payments of $3,450 and a
principal payment of $309,412, due April 16, 2009,
collateralized
by land
    
    
    
    
    
    
    333,6525.22% note payable, with monthly payments of $10,398, due
May 25, 2008, collateralized by equipment
    
    
    
    
    
    
    51,3467.05% note payable, with monthly payments of $2,930 and a principal
payment of $254,742, due August 27, 2009, collateralized by
land
    
    
    
    
    
    
    278,6015.90% note payable, with monthly payments of $593, due
December 15, 2009, collateralized by a vehicle
    
    
    
    
    
    
    13,3985.90% notes payable, with combined monthly payments
of $5,322, due dates ranging from January 31, 2010
to March 11, 2010, collateralized by vehicles
    
    
    
    
    
    
    127,0877.25% note payable, with monthly payments of $4,153, due
May 4, 2009, collateralized by equipment
    
    
    
    
    
    
    66,4557.50% notes payable, with combined monthly principal payments
of $11,212 plus interest, due September 1, 2008, collateralized
by equipment
    
    
    
    
    
    
    89,6976.85% notes payable, with combined monthly payments of $1,098,
due September 28, 2010, collateralized by vehicles
    
    
    
    
    
    
    32,9466.85% note payable, with a monthly payment of $522, due
October 13, 2010, collateralized by a vehicle
    
    
    
    
    
    
    16,0867.99% note payable, with monthly principal payments of
$14,362 plus interest, due March 25, 2011, collateralized
by equipment
    
    
    387,771
    
    
    
    560,114$
    387,771
    
    
    $
    2,068,829
 42




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 8. Notes Payable (Continued):
  December 31,2008
    
    
    2007Total from previous page
    
    $
    387,771
    
    
    $
    2,068,8298.14% note payable, with monthly principal payments of

$30,470 plus interest, due March 28, 2011, collateralized
by equipment
    
    
    822,701
    
    
    
    1,188,3468.45% notes payable, with combined monthly principal
payments of $26,182 plus interest, due June 28, 2011,
collateralized by equipment
    
    
    785,475
    
    
    
    1,099,6657.46% note payable, with a monthly payment of $13,867,
due May 26, 2021, collateralized by a building and land
    
    
    1,343,188
    
    
    
    1,406,6897.55% note payable, with a monthly payment of $550, due
July 20, 2011, collateralized by a vehicle
    
    
    
    
    
    
    20,6547.90% note payable, with monthly principal payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment
    
    
    377,100
    
    
    
    506,3917.04% note payable, with monthly principal payments of
$4,496 plus interest, due September 30, 2009,
collateralized by equipment
    
    
    40,467
    
    
    
    94,4237.13% note payable, with monthly principal payments of
$34,966 plus interest, due February 28, 2013,
collateralized by equipment
    
    
    1,748,322
    
    
    
    2,167,9197.94% note payable, with a monthly payment of $2,654, due
January 13, 2012, collateralized by vehicles
    
    
    
    
    
    
    110,7367.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012,
collateralized by equipment
    
    
    204,263
    
    
    
    268,7677.35% note payable, with monthly principal payments of
$2,793 plus interest, due September 28, 2012,
collateralized by equipment
    
    
    125,671
    
    
    
    159,1836.77% note payable, with a monthly payment of $1,745, due
September 17, 2012, collateralized by vehicles
    
    
    
    
    
    
    84,8736.25% notes payable, with combined monthly principal
payments of $5,705 plus interest, due January 28, 2012,
collateralized by equipment
    
    
    211,097
    
    
    
    5.39% note payable, with monthly principal payments of
$2,695 plus interest, due March 21, 2012,
collateralized by equipment
    
    
    105,110
    
    
    
    $
    6,151,165
    
    
    $
    9,176,475
 43




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 8. Notes Payable (Continued):
  December 31,2008
    
    
    2007Total from previous page
    
    $
    6,151,165
    
    
    $
    9,176,4755.65% note payable, with monthly principal payments of
$11,440 plus interest, due April 18, 2013,
collateralized by equipment
    
    
    594,903
    
    
    
    6.25% note payable, with monthly principal payments of
$5,448 plus interest, due June 26, 2011,
collateralized by equipment
    
    
    163,430
    
    
    
    6.8% notes payable, with combined monthly principal
payments of $9,782 plus interest, due June 26, 2013 and
June 26, 2014, collateralized by equipment
    
    
    626,669
    
    
    
    6.99% note payable, with monthly principal payments of
$2,420 plus interest, due November 30, 2013,
collateralized by equipment
    
    
    142,791
    
    
    
    6.99% notes payable, with combined monthly principal
payments of $5,292 plus interest, due December 29, 2013,
collateralized by equipment
    
    
    317,479
    
    
    
    Line of credit, variable interest rate was 3.50% at
December 31,

2008, interest only payments until December 31, 2008,
36 equal
monthly principal payments plus interest therafter,
collateralized
by all of the Companys assets
    
    
    250,000
    
    
    
    664,0128,246,437
    
    
    
    9,840,487Less: current portion
    
    
    (2,204,706
    )
    
    
    (2,019,192
    )$
    6,041,731
    
    
    $
    7,821,295
  Year ending December 31,
    
    Amount2009
    
    $
    2,204,7062010
    
    
    2,169,5192011
    
    
    1,571,1622012
    
    
    902,0112013
    
    
    405,839Subsequent to 2013
    
    
    993,200$
    8,246,437
 44




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 9. Related Party Transactions:
 Related Party:
  Affiliate:
      Professional Services:
  10. Income Taxes:
  For the years ended December 31,2008
    
    
    2007
    
    
    2006Current:Federal and State
    
    
    (1,026,780
    )
    
    
    1,082,483
    
    
    
    2,159,409Deferred
    
    
    (412,219
    )
    
    
    (326,376
    )
    
    
    (287,078
    )$
    (1,438,999
    )
    
    $
    756,107
    
    
    $
    1,872,331
 45




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 10. Income Taxes (Continued):
  December 31,2008
    
    
    2007Deferred tax asset:Bad debt allowance
    
    $
    439,925
    
    
    $
    136,593State operating loss carry forward
    
    
    19,438
    
    
    
    Accrued vacation payable
    
    
    128,243
    
    
    
    148,952Director stock-based compensation
    
    
    109,286
    
    
    
    73,851696,892
    
    
    
    359,396Deferred tax liability:Depreciation
    
    
    (1,216,100
    )
    
    
    (1,290,823
    )Net deferred tax liability
    
    $
    (519,208
    )
    
    $
    (931,427
    )
  For the years ended December 31,2008
    
    
    2007
    
    
    2006Statutory rate of 34% applied to
income (loss) before income taxes
    
    $
    (1,492,112
    )
    
    $
    717,845
    
    
    $
    1,771,946State income tax expense, (benefit),
net of federal benefit
    
    
    (72,547
    )
    
    
    39,228
    
    
    
    85,848Increase (decrease) in income taxes
resulting from:Non-deductible items
    
    
    96,820
    
    
    
    27,797
    
    
    
    14,537Domestic production
activies deduction
    
    
    28,840
    
    
    
    (28,763
    )
    
    
    $
    (1,438,999
    )
    
    $
    756,107
    
    
    $
    1,872,331
 11. Commitments and Contingencies:
   Year ending December 31,
    
    Amount2009
    
    $
    2,149,7982010
    
    
    1,398,2742011
    
    
    590,7682012
    
    
    670$
    4,139,510
 46




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 11. Commitments and Contingencies (Continued):
  Year ending December 31,
    
    Amount2009
    
    $
    4,485,4762010
    
    
    4,025,4352011
    
    
    4,020,0002012
    
    
    4,020,0002013
    
    
    4,020,000Subsequent to 2013
    
    
    8,915,000$
    29,485,911
  Year ending December 31,
    
    Amount2009
    
    $
    264,000
    47




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 12. Earnings per Share:
   For the years ended December 31,2008
    
    
    2007
    
    
    2006Weighted average common shares
outstanding
    
    
    3,809,500
    
    
    
    3,808,337
    
    
    
    3,807,500Dilutive effect of:Stock options and warrants
    
    
    
    
    
    
    8,672
    
    
    
    26,080Weighted average common shares
outstanding assuming dilution
    
    
    3,809,500
    
    
    
    3,817,009
    
    
    
    3,833,580
    48




---



##### 



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:
  17 Quarterly Financial Data (Unaudited):
 March 31,
    
    June 30,
    
    September 30,
    
    December 31,2008Revenue
    
    $
    15,786,522
    
    
    $
    17,074,186
    
    
    $
    16,352,655
    
    
    $
    11,487,697Gross profit (loss)
    
    
    (2,685
    )
    
    
    283,508
    
    
    
    22,702
    
    
    
    (239,831
    )Loss from operations
    
    
    (1,034,535
    )
    
    
    (775,561
    )
    
    
    (1,014,769
    )
    
    
    (1,742,502
    )Net loss
    
    
    (651,080
    )
    
    
    (466,901
    )
    
    
    (607,549
    )
    
    
    (1,224,035
    )Basic net loss per common share
    
    
    (0.17
    )
    
    
    (0.12
    )
    
    
    (0.16
    )
    
    
    (0.32
    )Diluted net loss per common share
    
    
    (0.17
    )
    
    
    (0.12
    )
    
    
    (0.16
    )
    
    
    (0.32
    )Basic weighted average common shares
outstanding
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500Diluted weighted average common shares
outstanding
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
 49




---



##### 



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 17 Quarterly Financial Data (Unaudited) (Continued):
 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)
    
    
    698,486
    
    
    
    797,619
    
    
    
    57,748
    
    
    
    (198,651
    )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
    
    
    
    3,807,500
 50




---



##### 



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
  51




---



##### 



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
 
 
 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, 2006
Allowance for doubtful accounts
    
    $
    260
    
    
    $
    98
    
    
    $
    (49
    )
    
    $
    309Year ended December 31, 2007
Allowance for doubtful accounts
    
    $
    309
    
    
    $
    117
    
    
    $
    (46
    )
    
    $
    380Year ended December 31, 2008
Allowance for doubtful accounts
    
    $
    380
    
    
    $
    916
    
    
    $
    (86
    )
    
    $
    1,210
  Exhibit Number
    
    Description3.1
    
    Articles of Incorporation of the registrant, as amended3.2
    
    Amended and Restated Bylaws of the registrant10.1
    
    2005 Equity Incentive Plan10.4
    
    Office Lease (Las Vegas)10.7
    
    Administrative Services Agreement
 52




---



##### 



Exhibit
Number
    
    Description10.8
    
    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)10.15
    
    Office Lease (Las Vegas)10.16
    
    Production Facility Lease (Tolleson, Arizona)10.17
    
    Production Facility Lease (Northwest Las Vegas, Nevada)10.18
    
    Lease and Supply Agreement (Buckeye, Arizona)10.19
    
    Production Facility Lease (Northwest Las Vegas, Nevada)10.20
    
    Amendment to Decorative Rock Lease (Moapa, Nevada)10.21
    
    Production Facility Renewal (Moapa, Nevada)10.22
    
    Officer / Director Indemnification Agreement14.1
    
    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
 53




---



##### 



SIGNATURES
  READY MIX, INC./s/ Bradley E. LarsonBradley E. LarsonChief Executive Officer
(Principal Executive Officer)
Date: February 25, 2009 POWER OF ATTORNEY
   /s/ Bradley E. Larson
    
    /s/ Robert A. DeRuiterBradley E. Larson
Director and Chief Executive Officer
Date: February 25, 2009
    
    Robert A. DeRuiter
Director and President
Date: February 25, 2009/s/ Kenneth D. Nelson
    
    /s/ Don A. PattersonKenneth D. Nelson
Director and Vice President
Date: February 25, 2009
    
    Don A. Patterson
Director
Date: February 25, 2009/s/ Charles E. Cowan
    
    /s/ Dan H. StewartCharles E. Cowan
Director 
Date: February 25, 2009
    
    Dan H. Stewart
Director
Date: February 25, 2009/s/ Charles R. Norton
    
    /s/ Clint TryonCharles R. Norton
Director
Date: February 25, 2009
    
    Clint Tryon
Chief Financial Officer, Principal Financial and
Accounting Officer
Date: February 25, 2009
 54




---



##### 



EXHIBIT INDEX
 Exhibit
    
    
    
    By ReferenceNumber
    
    Description
    
    from Document3.1
    
    Articles of Incorporation of the registrant, as amended
    
    
    (5
    )3.2
    
    Amended and Restated Bylaws of the registrant
    
    
    *10.1
    
    2005 Equity Incentive Plan
    
    
    (1
    )10.4
    
    Office Lease (Las Vegas)
    
    
    (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
    )10.15
    
    Office Lease (Las Vegas)
    
    
    (2
    )10.16
    
    Production Facility Lease (Tolleson, Arizona)
    
    
    (1
    )10.17
    
    Production Facility Lease (Northwest Las Vegas, Nevada)
    
    
    (1
    )10.18
    
    Lease and Supply Agreement (Buckeye, Arizona)
    
    
    (3
    )10.19
    
    Production Facility Lease (Northwest Las Vegas, Nevada)
    
    
    (3
    )10.20
    
    Amendment to Decorative Rock Lease (Moapa, Nevada)
    
    
    (3
    )10.21
    
    Production Facility Renewal (Moapa, Nevada)
    
    
    (3
    )10.22
    
    Officer / Director Indemnification Agreement
    
    
    (4
    )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 193431.2
    
    Certification of Chief Financial Officer Pursuant to Rules 13a-14 and
    
    
    *15d-14 of The Securities Exchange Act of 1934
 55




---



##### 



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 Section906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.(1)
    
    Previously filed as an exhibit with the same exhibit number to the registrants Registration
Statement on Form S-1 filed on February 11, 2005.(2)
    
    Previously filed as an exhibit with the exhibit number 10.1 to the registrants Current Report
on Form 8-K filed on April 9, 2007.(3)
    
    Previously filed as an exhibit to the registrants Quarterly Report on Form 10-K filed on
August 12, 2008.(4)
    
    Previously filed as an exhibit to the registrants Current Report on Form 8-K filed on August
6, 2008.(5)
    
    Previously filed as an exhibit to the registrants Annual Report on Form 10-K filed on March
30, 2007. 56