##### 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, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-32440
 READY MIX, INC.
  Nevada
    
    86-0830443(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)3430 East Flamingo Road Suite 100, Las Vegas, NV
    
    89121(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (702) 433-2090
  Title of each class:
    
    Name of exchange on which registered:Common stock, $.001 par value
    
    American Stock Exchange
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



READY MIX, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2006
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    10Item 1B.
    
    Unresolved Staff Comments
    
    
    14Item 2.
    
    Properties
    
    
    14Item 3.
    
    Legal Proceedings
    
    
    14Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    14PART IIItem 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters
    
    
    15Item 6.
    
    Selected Financial Data
    
    
    18Item 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
    
    
    50Item 9A.
    
    Controls and Procedures
    
    
    50Item 9B.
    
    Other Information
    
    
    50PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    50Item 11.
    
    Executive Compensation
    
    
    50Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    50Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    51Item 14.
    
    Principal Accountant Fees and Services
    
    
    51PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    51EX-3.1EX-23.1EX-31.1EX-31.2EX-32
  i




---



##### Table of Contents



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




---



##### Table of Contents



December 31*,2006
    
    2005
    
    2004Commercial and industrial construction
    
    
    27
    %
    
    
    28
    %
    
    
    34
    %Residential construction
    
    
    53
    %
    
    
    55
    %
    
    
    47
    %Street and highway construction and paving
    
    
    7
    %
    
    
    7
    %
    
    
    5
    %Other public works and infrastructure construction
    
    
    13
    %
    
    
    10
    %
    
    
    14
    %100
    %
    
    
    100
    %
    
    
    100
    %
 
 *
    
    Percentages are approximate. Business Strategy
  
    
    increasing our operating assets and marketing presence within our two metropolitan
markets we currently serve;
    
    expanding beyond the metropolitan areas of our two existing markets, but initially
within the states of Nevada and Arizona; and
    
    continuing our existing operating strategy aimed at increasing revenue growth and market
share, achieving cost efficiencies and enhancing profitability.
  2




---



##### Table of Contents



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




---



##### Table of Contents



Products and Services
 Ready-Mix Concrete
    
    
    production of new formulations and alternative product recommendations that
reduce labor and materials costs;
 4




---



##### Table of Contents



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




---



##### Table of Contents




    
    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.
 6




---



##### Table of Contents



Cement and Raw Materials
   Customers
   Competition
  7




---



##### Table of Contents



Training and Safety
  Sales and Marketing
   Seasonality
  Insurance
   8




---



##### Table of Contents



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




---



##### Table of Contents



Employees
  Website Access
  
 Item 1A. Risk Factors
  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.
  10




---



##### Table of Contents



At any given time, one or a limited number of customers may account for a large percentage of our
revenue, which means that we face a greater risk of loss of revenue and a reduction in our
profitability if we lose a major customer or if a major customer faces financial difficulties.
  We may lose business to competitors who underbid us or who have greater resources to supply larger
jobs than we have, and we may be otherwise unable to compete favorably in our highly competitive
industry.
  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.
 11




---



##### Table of Contents



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.
 12




---



##### Table of Contents



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.
  13




---



##### Table of Contents



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
    
    $
    8,230
    
    
    4/30/20074602 East Thomas Road 
Phoenix, Arizona
    
    Area office
    
    
    18,400
    
    
    
    2
    
    
    Owned
    
    
    
    
    
    109 West Delhi, 
North Las Vegas, Nevada
    
    Ready Mix
production facility
    
    
    4,470
    
    
    
    5
    
    
    Owned
    
    
    
    
    
    11500 West Beardsley Road, 
Sun City, Arizona (1)
    
    Ready Mix
production facility
    
    
    440
    
    
    
    5
    
    
    Leased
    
    
    
    
    
    5/31/201039245 North Schnepf Road, 
Queen Creek, Arizona
    
    Ready Mix
production facility
    
    
    440
    
    
    
    5
    
    
    Owned
    
    
    
    
    
    Richmar Ave.,
Las Vegas, Nevada
    
    Ready Mix
production facility
    
    
    440
    
    
    
    5
    
    
    Owned
    
    
    
    
    
    Moapa, Nevada (1)
    
    Sand and Aggegate
production facility
    
    
    840
    
    
    
    40
    
    
    Leased
    
    
    
    
    
    1/1/2009Moapa, Nevada (1)
    
    Ready Mix
production facility
    
    
    440
    
    
    
    
    
    
    Leased
    
    
    
    
    
    Northwest Arizona (1)
    
    Sand and Aggegate
production facility
    
    
    840
    
    
    
    40
    
    
    Leased
    
    
    
    
    
    8/27/2007Northwest Las Vegas, Nevada (1)
    
    Sand and Aggegate
production facility
    
    
    
    
    
    
    40
    
    
    Leased
    
    
    
    
    
    4/30/2007Northwest Las Vegas, Nevada (1)
    
    Ready Mix
production facility
    
    
    440
    
    
    
    
    
    
    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
  14




---



##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters
  2006 *
    
    2005 *High
    
    Low
    
    High
    
    LowFirst quarter
    
    $
    16.95
    
    
    $
    13.30
    
    
    
    n/a
    
    
    
    n/aSecond quarter
    
    $
    15.62
    
    
    $
    12.80
    
    
    
    n/a
    
    
    
    n/aThird quarter
    
    $
    14.10
    
    
    $
    9.48
    
    
    
    n/a
    
    
    
    n/aFourth quarter
    
    $
    11.42
    
    
    $
    10.25
    
    
    $
    14.48
    
    
    $
    11.62
 
 *
    
    - The quarterly highs and lows are based on daily market closing prices during each
respective period.  Equity Compensation Plan InformationNumber of securitiesremaining availableNumber of securities
    
    
    
    
    
    for future issuanceto be issued upon
    
    Weighted-average
    
    under equityexercise of
    
    exercise price of
    
    compensation plansoutstanding options,
    
    outstanding options,
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders (1)(2)
    
    
    466,875
    
    
    
    11.47
    
    
    
    324,375Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    466,875
    
    
    
    
    
    
    
    324,375
 
 (1)
    -
    Includes an individual compensation agreement for 116,250 warrants issued to our
underwriters as a portion of their compensation in connection with our initial public
offering.(2)
    -

    Includes 350,625 stock options issued to employees, directors and
consultants from our 2005 equity incentive plan.   15




---



##### Table of Contents



Equity Compensation Plan InformationNumber of securitiesremaining availableNumber of securities
    
    
    
    
    
    for future issuanceto be issued upon
    
    Weighted-average
    
    under equityexercise of
    
    exercise price of
    
    compensation plansoutstanding options,
    
    outstanding options,
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders (1)
    
    
    434,542
    
    
    
    4.86
    
    
    
    90,149Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    434,542
    
    
    
    
    
    
    
    90,149
 
 (1)
    
    - Includes 434,542 stock options issued to employees, directors and consultants from
Meadow Valleys 2004 equity incentive plan.  16




---



##### Table of Contents



COMPARISON OF 16 MONTH CUMULATIVE TOTAL RETURN*
 
 
   8/24/2005
    
    
    12/31/2005
    
    
    12/31/2006Ready Mix, Inc.
    
    
    
    100.00
    
    
    
    
    113.22
    
    
    
    
    91.74AMEX Composite Index
    
    
    
    100.00
    
    
    
    
    105.16
    
    
    
    
    125.13Peer Group
    
    
    
    100.00
    
    
    
    
    104.87
    
    
    
    
    129.00
 The stock price performance included in this graph is not necessarily indicative
of future stock price performance.
 17




---



##### Table of Contents



Item 6. Selected Financial Data
 Statement of Operations Information:
  Statement of Operations Information:
  Years ended December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002Revenue
    
    $
    83,589
    
    
    $
    67,734
    
    
    $
    59,136
    
    
    $
    44,128
    
    
    $
    38,849Gross profit
    
    
    9,206
    
    
    
    7,072
    
    
    
    6,627
    
    
    
    4,107
    
    
    
    3,890Income from operations
    
    
    4,927
    
    
    
    3,943
    
    
    
    4,055
    
    
    
    1,620
    
    
    
    1,874Income before income taxes
    
    
    5,212
    
    
    
    3,921
    
    
    
    3,811
    
    
    
    1,674
    
    
    
    1,750Net income
    
    
    3,339
    
    
    
    2,486
    
    
    
    2,440
    
    
    
    1,040
    
    
    
    1,252Basic net income per common share
    
    $
    0.88
    
    
    $
    0.94
    
    
    $
    1.20
    
    
    $
    0.51
    
    
    $
    0.62Diluted net income per common share
    
    $
    0.87
    
    
    $
    0.93
    
    
    $
    1.20
    
    
    $
    0.51
    
    
    $
    0.62Basic weighted average common shares
outstanding
    
    
    3,807,500
    
    
    
    2,654,688
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000Diluted weighted average common shares
outstanding
    
    
    3,833,580
    
    
    
    2,681,053
    
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,025,000Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance Sheet Information:December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002Total assets
    
    $
    47,023
    
    
    $
    39,907
    
    
    $
    22,414
    
    
    $
    16,025
    
    
    $
    16,002Total notes payable and capital
lease obligations
    
    
    11,040
    
    
    
    8,020
    
    
    
    8,342
    
    
    
    5,239
    
    
    
    7,225Due to affiliate
    
    
    73
    
    
    
    85
    
    
    
    1,380
    
    
    
    2,416
    
    
    
    2,859Intercompany income tax
allocation payable
    
    
    
    
    
    
    
    
    
    
    1,298
    
    
    
    658
    
    
    
    Total shareholders equity
    
    
    27,467
    
    
    
    23,966
    
    
    
    4,344
    
    
    
    1,904
    
    
    
    864Financial Position Information:Years ended December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002Working capital
    
    $
    10,404
    
    
    $
    14,186
    
    
    $
    (1,057
    )
    
    $
    (563
    )
    
    $
    (1,578
    )Current ratio
    
    
    2.08
    
    
    
    2.70
    
    
    
    0.90
    
    
    
    0.94
    
    
    
    0.83Debt to equity
    
    
    0.40
    
    
    
    0.33
    
    
    
    1.92
    
    
    
    2.75
    
    
    
    8.36
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  18




---



##### Table of Contents



Executive Overview
  Results of Operations
   Years ended December 31,2006
    
    2005
    
    2004Revenue
    
    $
    83,152
    
    
    
    99.5
    %
    
    $
    66,898
    
    
    
    98.8
    %
    
    $
    58,645
    
    
    
    99.2
    %Related party revenue
    
    
    437
    
    
    
    0.5
    %
    
    
    836
    
    
    
    1.2
    %
    
    
    491
    
    
    
    0.8
    %Total revenue
    
    
    83,589
    
    
    
    100.0
    %
    
    
    67,734
    
    
    
    100.0
    %
    
    
    59,136
    
    
    
    100.0
    %Gross profit
    
    
    9,206
    
    
    
    11.0
    %
    
    
    7,072
    
    
    
    10.4
    %
    
    
    6,627
    
    
    
    11.2
    %General and administrative expenses
    
    
    4,279
    
    
    
    5.1
    %
    
    
    3,128
    
    
    
    4.6
    %
    
    
    2,572
    
    
    
    4.3
    %Income from operations
    
    
    4,927
    
    
    
    5.9
    %
    
    
    3,943
    
    
    
    5.8
    %
    
    
    4,055
    
    
    
    6.9
    %Interest income
    
    
    395
    
    
    
    0.5
    %
    
    
    174
    
    
    
    0.3
    %
    
    
    29
    
    
    
    0.0
    %Interest expense
    
    
    (163
    )
    
    
    -0.2
    %
    
    
    (227
    )
    
    
    -0.3
    %
    
    
    (252
    )
    
    
    -0.4
    %Income tax expense
    
    
    1,872
    
    
    
    2.2
    %
    
    
    1,435
    
    
    
    2.1
    %
    
    
    1,372
    
    
    
    2.3
    %Net income
    
    $
    3,339
    
    
    
    4.0
    %
    
    $
    2,486
    
    
    
    3.7
    %
    
    $
    2,440
    
    
    
    4.1
    %Depreciation and amortization
    
    $
    3,439
    
    
    
    4.1
    %
    
    $
    2,411
    
    
    
    3.6
    %
    
    $
    1,615
    
    
    
    2.7
    %
 Year Ended December 31, 2006 Compared to Year Ended December 31, 2005
 Revenue.
 19




---



##### Table of Contents



Gross Profit.
 Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Income.
 Year Ended December 31, 2005 Compared to Year Ended December 31, 2004
 Revenue.
 Gross Profit.
 Depreciation and Amortization.
 20




---



##### Table of Contents



General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Income.
 Liquidity and Capital Resources
      21




---



##### Table of Contents



For the years ended December 31,2006
    
    2005
    
    2004Cash provided by operating activities
    
    $
    5,158
    
    
    $
    2,123
    
    
    $
    5,801Cash used in investing activities
    
    
    8,394
    
    
    
    4,582
    
    
    
    1,372Cash provided by (used in) financing activities
    
    
    (504
    )
    
    
    13,145
    
    
    
    (3,305
    )
       22




---



##### Table of Contents



Summary of Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLess than
    
    
    1 - 3
    
    
    4 - 5
    
    
    After(Dollars in thousands)
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsContractual ObligationsLong-term debt
    
    $
    10,785
    
    
    $
    2,515
    
    
    $
    4,517
    
    
    $
    2,481
    
    
    $
    1,272Interest payments on long-term debt (1)
    
    
    2,591
    
    
    
    761
    
    
    
    1,006
    
    
    
    376
    
    
    
    448Capital lease obligations
    
    
    281
    
    
    
    275
    
    
    
    6
    
    
    
    
    
    
    
    Operating leases
    
    
    9,449
    
    
    
    2,904
    
    
    
    4,594
    
    
    
    1,951
    
    
    
    Purchase obligations
    
    
    27,468
    
    
    
    3,705
    
    
    
    7,150
    
    
    
    5,158
    
    
    
    11,455Other long-term liabilities (2)
    
    
    827
    
    
    
    540
    
    
    
    287
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    51,401
    
    
    $
    10,700
    
    
    $
    17,560
    
    
    $
    9,966
    
    
    $
    13,175
 
 (1)
    
    Interest payments are based on the individual interest rates of each obligation,
which range from 5.22% to 9.75% 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 include employment contracts with two of our key executive
officers that call for annual salaries of $150,000 and $126,000 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




---



##### Table of Contents



Reportable Segments
  Collectibility of Account Receivables
  Valuation of Property and Equipment
  Batch plants
    
    4-15 yearsOffice buildings
    
    39 yearsComputer equipment
    
    3-5 yearsEquipment
    
    3-10 yearsLeasehold improvements
    
    2-10 yearsOffice furniture and equipment
    
    5-7 yearsVehicles
    
    5-10 years
   24




---



##### Table of Contents



Income taxes
   Classification of Leases
  Recent Accounting Pronouncements
   25




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Known and Anticipated Future Trends and Contingencies
  26




---



##### Table of Contents



Item 7A Quantitative and Qualitative Disclosures About Market Risk
    27




---



##### Table of Contents



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




---



##### Table of Contents



READY MIX, INC.
BALANCE SHEETS
 December 31,2006
    
    
    2005Assets:Current assets:Cash and cash equivalents
    
    $
    8,369,875
    
    
    $
    12,110,417Accounts receivable, net
    
    
    8,864,436
    
    
    
    8,502,504Inventory
    
    
    1,301,842
    
    
    
    604,906Prepaid expenses
    
    
    1,169,041
    
    
    
    1,114,001Deferred tax asset
    
    
    361,206
    
    
    
    184,591Total current assets
    
    
    20,066,400
    
    
    
    22,516,419Property and equipment, net
    
    
    25,481,056
    
    
    
    17,049,210Refundable deposits
    
    
    1,475,297
    
    
    
    341,165Total assets
    
    $
    47,022,753
    
    
    $
    39,906,794Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    4,269,519
    
    
    $
    4,146,636Accrued liabilities
    
    
    2,443,258
    
    
    
    1,735,287Notes payable
    
    
    2,515,522
    
    
    
    1,670,643Obligations under capital leases
    
    
    250,313
    
    
    
    468,972Due to affiliate
    
    
    73,395
    
    
    
    84,810Income tax payable
    
    
    110,458
    
    
    
    224,514Total current liabilities
    
    
    9,662,465
    
    
    
    8,330,862Notes payable, less current portion
    
    
    8,269,789
    
    
    
    5,625,360Obligations under capital leases, less current portion
    
    
    4,634
    
    
    
    254,946Deferred tax liability
    
    
    1,619,009
    
    
    
    1,729,472Total liabilities
    
    
    19,555,897
    
    
    
    15,940,640Commitments 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 issued and outstanding
    
    
    3,808
    
    
    
    3,808Additional paid-in capital
    
    
    17,793,892
    
    
    
    17,632,465Retained earnings
    
    
    9,669,156
    
    
    
    6,329,881Total stockholders equity
    
    
    27,466,856
    
    
    
    23,966,154Total liabilities and stockholders equity
    
    $
    47,022,753
    
    
    $
    39,906,794
  29




---



##### Table of Contents



READY MIX, INC.
STATEMENTS OF OPERATIONS
 For the years ended December 31,2006
    
    
    2005
    
    
    2004Revenue:Revenue
    
    $
    83,151,938
    
    
    $
    66,898,161
    
    
    $
    58,644,397Revenue  related parties
    
    
    436,865
    
    
    
    836,263
    
    
    
    491,261Total revenue
    
    
    83,588,803
    
    
    
    67,734,424
    
    
    
    59,135,658Cost of revenue
    
    
    74,382,436
    
    
    
    60,662,744
    
    
    
    52,508,936Gross profit
    
    
    9,206,367
    
    
    
    7,071,680
    
    
    
    6,626,722General and administrative expenses
    
    
    4,279,252
    
    
    
    3,128,416
    
    
    
    2,572,050Income from operations
    
    
    4,927,115
    
    
    
    3,943,264
    
    
    
    4,054,672Other income (expense):Interest income
    
    
    394,779
    
    
    
    173,574
    
    
    
    28,637Interest expense
    
    
    (163,229
    )
    
    
    (227,341
    )
    
    
    (251,796
    )Other income (expense)
    
    
    52,941
    
    
    
    31,135
    
    
    
    (20,014
    )284,491
    
    
    
    (22,632
    )
    
    
    (243,173
    )Income before income taxes
    
    
    5,211,606
    
    
    
    3,920,632
    
    
    
    3,811,499Income tax expense
    
    
    1,872,331
    
    
    
    1,435,042
    
    
    
    1,371,532Net income
    
    $
    3,339,275
    
    
    $
    2,485,590
    
    
    $
    2,439,967Basic net income per common share
    
    $
    0.88
    
    
    $
    0.94
    
    
    $
    1.20Diluted net income per common share
    
    $
    0.87
    
    
    $
    0.93
    
    
    $
    1.20Basic weighted average common
shares outstanding
    
    
    3,807,500
    
    
    
    2,654,688
    
    
    
    2,025,000Diluted weighted average common
shares outstanding
    
    
    3,833,580
    
    
    
    2,681,053
    
    
    
    2,025,000
  30




---



##### 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, 2004
    
    
    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
    
    
    
    6,329,881Stock 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
    
    
    $
    9,669,156
 
 (1)
    
     Additional paid-in capital as reported is net of offering costs, in the amount
of $2,471,227.  31




---



##### Table of Contents



READY MIX, INC.
STATEMENTS OF CASH FLOWS
 For the years ended December 31,2006
    
    
    2005
    
    
    2004Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    83,209,417
    
    
    $
    66,064,739
    
    
    $
    59,187,743Cash paid to suppliers and employees
    
    
    (76,009,924
    )
    
    
    (61,719,515
    )
    
    
    (53,163,678
    )Taxes paid
    
    
    (2,273,465
    )
    
    
    (2,168,368
    )
    
    
    Interest received
    
    
    394,779
    
    
    
    173,574
    
    
    
    28,637Interest paid
    
    
    (163,229
    )
    
    
    (227,341
    )
    
    
    (251,796
    )Net cash provided by operating activities
    
    
    5,157,578
    
    
    
    2,123,089
    
    
    
    5,800,906Cash flows from investing activities:Purchase of property and equipment
    
    
    (8,439,469
    )
    
    
    (4,582,027
    )
    
    
    (1,431,756
    )Cash received from sale of equipment
    
    
    45,500
    
    
    
    
    
    
    
    60,000Net cash used in investing activities
    
    
    (8,393,969
    )
    
    
    (4,582,027
    )
    
    
    (1,371,756
    )Cash 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
    
    
    (11,415
    )
    
    
    (1,294,516
    )
    
    
    (975,184
    )Proceeds from notes payable
    
    
    3,083,540
    
    
    
    543,998
    
    
    
    68,570Repayment of notes payable
    
    
    (3,107,304
    )
    
    
    (2,800,163
    )
    
    
    (1,846,110
    )Repayment of capital lease obligations
    
    
    (468,972
    )
    
    
    (440,866
    )
    
    
    (552,464
    )Net cash provided by (used in) financing activities
    
    
    (504,151
    )
    
    
    13,144,726
    
    
    
    (3,305,188
    )Net increase (decrease) in cash and cash equivalents
    
    
    (3,740,542
    )
    
    
    10,685,788
    
    
    
    1,123,962Cash and cash equivalents at beginning of year
    
    
    12,110,417
    
    
    
    1,424,629
    
    
    
    300,667Cash and cash equivalents at end of year
    
    $
    8,369,875
    
    
    $
    12,110,417
    
    
    $
    1,424,629Reconciliation of net income to net cash
provided by operating activities:Net income
    
    $
    3,339,275
    
    
    $
    2,485,590
    
    
    $
    2,439,967Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    3,439,208
    
    
    
    2,410,900
    
    
    
    1,615,050Deferred income taxes, net
    
    
    (287,078
    )
    
    
    340,527
    
    
    
    731,468Loss (gain) on sale of equipment
    
    
    (21,360
    )
    
    
    
    
    
    
    31,545Intercompany income tax allocation payable
    
    
    
    
    
    
    
    
    
    
    640,064Stock-based compensation expense
    
    
    161,427
    
    
    
    
    
    
    
    Provision for doubtful accounts
    
    
    49,035
    
    
    
    (277,180
    )
    
    
    (83,596
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (410,967
    )
    
    
    (1,700,820
    )
    
    
    40,554Prepaid expenses
    
    
    2,308
    
    
    
    (320,984
    )
    
    
    (240,537
    )Inventory
    
    
    (696,936
    )
    
    
    (348
    )
    
    
    1,606Refundable deposits
    
    
    (1,134,132
    )
    
    
    (333,057
    )
    
    
    55,102Accounts payable
    
    
    122,883
    
    
    
    103,086
    
    
    
    533,943Accrued liabilities
    
    
    707,971
    
    
    
    489,228
    
    
    
    35,740Intercompany income tax allocation payable
    
    
    
    
    
    
    (1,298,367
    )
    
    
    Income tax payable
    
    
    (114,056
    )
    
    
    224,514
    
    
    
    Net cash provided by operating activities
    
    $
    5,157,578
    
    
    $
    2,123,089
    
    
    $
    5,800,906
  32




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates:
 Nature of the Corporation:
  Accounting Estimates:
   Cash and Cash Equivalents:
  Accounts Receivable, net:
  Inventory:
  Property and Equipment:
  Computer equipment
    
    3  5 yearsEquipment
    
    3  10 yearsBatch plants
    
    4  15 yearsVehicles
    
    5  10 yearsOffice furniture and equipment
    
    5  7 yearsLeasehold improvements
    
    2  10 years
  33




---



##### 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 31,2006
    
    2005
    
    2004Commercial and industrial construction
    
    
    27
    %
    
    
    28
    %
    
    
    34
    %Residential construction
    
    
    53
    %
    
    
    55
    %
    
    
    47
    %Street and highway construction and paving
    
    
    7
    %
    
    
    7
    %
    
    
    5
    %Other public works and infrastructure construction
    
    
    13
    %
    
    
    10
    %
    
    
    14
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 34




---



##### 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




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
  
    
    Expected term is determined using a weighted average of the contractual term and vesting
period of the award;
    
    Expected volatility is measured using the weighted 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.
   Years ended December 31,2005
    
    
    2004Net income, as reported
    
    $
    2,485,590
    
    
    $
    2,439,967Add: 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
    
    
    $
    2,439,967Basic net income per common shareAs reported
    
    $
    0.94
    
    
    $
    1.20Pro forma
    
    
    0.90
    
    
    
    1.20Diluted net income per common shareAs reported
    
    $
    0.93
    
    
    $
    1.20Pro forma
    
    
    0.89
    
    
    
    1.20
 36




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Recent Accounting Pronouncements:
       37




---



##### 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. Stock-Based Compensation:
     Equity Incentive Plan
   38




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 2. Stock-Based Compensation (Continued):
  Awards duringthe year ended
    
    Awards prior toDecember 31, 2006
    
    January 1, 2006Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    39.10
    %
    
    
    21.4% - 23.3
    %Weighted-average volatility
    
    
    39.10
    %
    
    
    21.55
    %Risk-free interest rate
    
    
    5.00
    %
    
    
    5.00
    %Expected life of options (in years)
    
    
    3
    
    
    
    3Weighted-average grant-date fair value
    
    $
    3.33
    
    
    $
    2.02
  Weighted AverageWeighted Average
    
    
    Remaining
    
    
    Aggregate
    
    
    AggregateExercise Price
    
    
    Contractural
    
    
    Fair
    
    
    IntrinsicShares
    
    
    per Share
    
    
    Term (1)
    
    
    Value
    
    
    Value (2)Outstanding January 1, 2006
    
    
    253,125
    
    
    $
    11.12
    
    
    
    3.89
    
    
    $
    511,616Granted
    
    
    100,000
    
    
    
    10.35
    
    
    
    
    
    
    
    333,000Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (2,500
    )
    
    
    11.00
    
    
    
    
    
    
    
    (4,875
    )Outstanding December 31, 2006
    
    
    350,625
    
    
    $
    10.90
    
    
    
    3.65
    
    
    $
    839,741
    
    
    $
    98,038Exercisable December 31, 2006
    
    
    83,541
    
    
    $
    11.12
    
    
    
    3.14
    
    
    $
    168,912
    
    
    $
    7,679
 
 (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, 2006, for those awards that have an exercise price currently below the
closing price as of December 31, 2006. Awards with an exercise price above the closing
price as of December 31, 2006 are considered to have no intrinsic value.  Weighted AverageGrant-DateShares
    
    Fair ValueNonvested stock options at January 1, 2006
    
    
    253,125
    
    
    $
    2.02Granted
    
    
    100,000
    
    
    
    3.33Vested
    
    
    (83,541
    )
    
    
    2.02Forfeited
    
    
    (2,500
    )
    
    
    1.95Nonvested stock options at December 31, 2006
    
    
    267,084
    
    
    $
    2.51
  39




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 3. Concentration of Credit Risk:
   4. Accounts Receivable, net:
  December 31,2006
    
    
    2005Trade receivables
    
    $
    8,965,685
    
    
    $
    8,636,323Other receivables
    
    
    207,430
    
    
    
    125,825Less: allowance for doubtful accounts
    
    
    (308,679
    )
    
    
    (259,644
    )$
    8,864,436
    
    
    $
    8,502,504
 5. Property and Equipment, net:
  December 31,2006
    
    
    2005Land and building
    
    $
    4,821,556
    
    
    $
    2,647,763Computer equipment
    
    
    533,766
    
    
    
    462,468Equipment
    
    
    7,981,967
    
    
    
    5,152,843Batch plants
    
    
    11,529,746
    
    
    
    7,699,304Vehicles
    
    
    9,159,380
    
    
    
    6,563,241Office furniture and equipment
    
    
    75,050
    
    
    
    46,643Leasehold improvements
    
    
    497,654
    
    
    
    284,544Water rights
    
    
    2,250,000
    
    
    
    2,250,00036,849,119
    
    
    
    25,106,806Less: Accumulated depreciation
    
    
    (11,368,063
    )
    
    
    (8,057,596
    )$
    25,481,056
    
    
    $
    17,049,210
 6. Accrued Liabilities:
  December 31,2006
    
    
    2005Compensation
    
    $
    1,590,728
    
    
    $
    1,172,136Taxes
    
    
    300,527
    
    
    
    345,986Insurance
    
    
    360,352
    
    
    
    Other
    
    
    191,651
    
    
    
    217,165$
    2,443,258
    
    
    $
    1,735,287
 40




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 7. Line of Credit:
   8. Notes Payable:
  December 31,2006
    
    
    2005Note 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
    
    $
    
    
    
    $
    12,3636.65% note payable, with monthly payments of $723, due
July 9, 2006, collateralized by equipment
    
    
    
    
    
    
    4,2555.99% note payable, with monthly payments of $471, due
September 28, 2008, collateralized by a vehicle
    
    
    9,375
    
    
    
    14,307Non-interest bearing note payable, with monthly payments of $390,
due February 12, 2007, collateralized by equipment
    
    
    780
    
    
    
    5,4595.31% note payable, with monthly payments of $1,730, due
March 22, 2009, collateralized by vehicles
    
    
    43,944
    
    
    
    61,8555.31% note payable, with monthly payments of $788, due
April 8, 2009, collateralized by a vehicle
    
    
    20,005
    
    
    
    28,159$
    74,104
    
    
    $
    126,398
 41




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 8. Notes Payable (Continued):
  December 31,2006
    
    
    2005Total from previous page
    
    $
    74,104
    
    
    $
    126,3986.21% note payable, with monthly payments of $4,921 and a
principal payment of $443,902, due April 16, 2009, collateralized
by land
    
    
    507,381
    
    
    
    534,0226.34% note payable, with monthly payments of $3,450 and a
principal payment of $309,412, due April 16, 2009, collateralized
by land
    
    
    353,222
    
    
    
    371,6045.90% note payable, with monthly principal payments of $1,905, plus
interest, due May 24, 2007, collateralized by equipment
    
    
    9,524
    
    
    
    32,3805.22% note payable, with monthly payments of $10,398, due
May 25, 2008, collateralized by equipment
    
    
    170,053
    
    
    
    282,7365.75% note payable, with monthly payments of $59,149, due
April 20, 2006, collateralized by equipment
    
    
    
    
    
    
    233,7907.05% note payable, with monthly payments of $2,930 and a principal
payment of $254,742, due August 27, 2009, collateralized by land
    
    
    293,555
    
    
    
    307,6458.55% note payable, with monthly payments of $22,071, due
February 27, 2006, collateralized by vehicles
    
    
    
    
    
    
    43,6765.90% note payable, with monthly payments of $593, due
December 15, 2009, collateralized by vehicles
    
    
    19,529
    
    
    
    25,3096.60% note payable, with monthly payments of $30,812, due
December 15, 2007, collateralized by equipment
    
    
    356,862
    
    
    
    690,9926.60% note payable, with monthly payments of $22,806, due
December 29, 2007, collateralized by equipment
    
    
    264,130
    
    
    
    511,4345.90% notes payable, with combined monthly payments of $5,322,
due dates ranging from January 31, 2010 to March 11, 2010,
collateralized by vehicles
    
    
    181,698
    
    
    
    233,1877.25% note payable, with monthly payments of $4,153, due
May 4, 2009, collateralized by equipment
    
    
    116,297
    
    
    
    166,139Note payable, variable interest rate was 9.75% at December 31,
2006, with monthly principal payments of $21,429 plus interest,
due July 29, 2012, collateralized by mining water rights
    
    
    1,435,714
    
    
    
    1,692,8577.50% notes payable, with combined monthly principal payments
of $15,100 plus interest, due September 1, 2008, collateralized
by equipment
    
    
    301,999
    
    
    
    483,1986.85% notes payable, with combined monthly payments of $1,098,
due September 28, 2010, collateralized by vehicles
    
    
    43,473
    
    
    
    53,3056.85% note payable, with a monthly payment of $522, due
October 13, 2010, collateralized by a vehicle
    
    
    21,059
    
    
    
    25,705$
    4,148,600
    
    
    $
    5,814,377
 42




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 8. Notes Payable (Continued):
  December 31,2006
    
    
    2005Total from previous page
    
    $
    4,148,600
    
    
    $
    5,814,3775.99% note payable, with a monthly payment of
$496, due
November 30, 2008, collateralized by a vehicle
    
    
    10,751
    
    
    
    15,8937.99% note payable, with monthly principal
payments of
$14,362 plus interest, due March 25, 2011,
collateralized
by equipment
    
    
    732,457
    
    
    
    8.14% note payable, with monthly principal
payments of
$30,470 plus interest, due March 28, 2011,
collateralized
by equipment
    
    
    1,553,990
    
    
    
    8.45% notes payable, with combined monthly
principal
payments of $26,182 plus interest, due June 28,
2011,
collateralized by equipment
    
    
    1,413,855
    
    
    
    7.46% note payable, with a monthly payment of
$13,867, due
May 26, 2021, collateralized by a building and
land
    
    
    1,465,927
    
    
    
    7.04% note payable, with monthly principal
payments of
$4,496 plus interest, due September 30, 2009,
collateralized by equipment
    
    
    148,378
    
    
    
    7.55% note payable, with a monthly payment of
$550, due
July 20, 2011, collateralized by a vehicle
    
    
    25,491
    
    
    
    7.90% note payable, with monthly principal
payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment
    
    
    635,682
    
    
    
    Line of credit, variable interest rate was
8.50% at December 31,
2006, interest only payments until December 31,
2008, 36 equal
monthly principal payments plus interest
therafter, collateralized
by all of the Companys assets
    
    
    650,180
    
    
    
    1,465,73310,785,311
    
    
    
    7,296,003Less: current portion
    
    
    (2,515,522
    )
    
    
    (1,670,643
    )$
    8,269,789
    
    
    $
    5,625,360
  2007
    
    $
    2,515,5222008
    
    
    1,770,5852009
    
    
    2,746,0422010
    
    
    1,600,8612011
    
    
    880,445Subsequent to 2011
    
    
    1,271,856$
    10,785,311
 43




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 9. Related Party Transactions:
 Related Party:
  Affiliate:
      Professional Services:
  10. Income Taxes:
  For the years ended December 31,2006
    
    
    2005
    
    
    2004Current:Intercompany
    
    $
    
    
    
    $
    870,000
    
    
    $
    640,064Federal and State
    
    
    2,159,409
    
    
    
    224,515
    
    
    
    2,159,409
    
    
    
    1,094,515
    
    
    
    640,064Deferred
    
    
    (287,078
    )
    
    
    340,527
    
    
    
    731,468$
    1,872,331
    
    
    $
    1,435,042
    
    
    $
    1,371,532
 44




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 10. Income Taxes (Continued):
  December 31,2006
    
    
    2005Deferred tax asset:Bad debt allowance
    
    $
    111,063
    
    
    $
    93,472Accrued vacation payable
    
    
    124,902
    
    
    
    91,119Director stock-based compensation
    
    
    10,192
    
    
    
    Accrued insurance payable
    
    
    115,049
    
    
    
    361,206
    
    
    
    184,591Deferred tax liability:Depreciation
    
    
    (1,619,009
    )
    
    
    (1,729,472
    )Net deferred tax liability
    
    $
    (1,257,803
    )
    
    $
    (1,544,881
    )
  For the years ended December 31,2006
    
    
    2005
    
    
    2004Statutory rate of 34% applied to
income before income taxes
    
    $
    1,771,946
    
    
    $
    1,333,015
    
    
    $
    1,295,910State income taxes, net of federal
benefit
    
    
    85,848
    
    
    
    77,817
    
    
    
    64,608Increase (decrease) in income taxes
resulting from:Non-deductible items
    
    
    14,537
    
    
    
    24,210
    
    
    
    15,518Other
    
    
    
    
    
    
    
    
    
    
    (4,504
    )$
    1,872,331
    
    
    $
    1,435,042
    
    
    $
    1,371,532
 11. Commitments and Contingencies:
   Year ending December 31,
    
    Amount2007
    
    $
    2,903,7942008
    
    
    2,529,7842009
    
    
    2,063,9672010
    
    
    1,365,0342011
    
    
    586,747$
    9,449,326
 45




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 11. Commitments and Contingencies (Continued):
  Year ending December 31,
    
    Amount2007
    
    $
    3,705,4442008
    
    
    3,615,4442009
    
    
    3,534,6442010
    
    
    2,787,9352011
    
    
    2,370,000Subsequent to 2012
    
    
    11,455,000$
    27,468,467
  Year ending December 31,
    
    Amount2007
    
    $
    276,0002008
    
    
    23,000$
    299,000
  Year ending December 31,
    
    Amount2007
    
    $
    264,0002008
    
    
    264,000$
    528,000
   Year ended December 31,
    
    Amount2007
    
    $
    275,2812008
    
    
    6,433Total minimum lease payment
    
    
    281,714Less: amount representing interest
    
    
    (26,767
    )Present value of net minimum lease payment
    
    
    254,947Less: current portion
    
    
    (250,313
    )$
    4,634
  46




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 11. Commitments and Contingencies (Continued):
    12. Earnings per Share:
   For the years ended December 31,2006
    
    
    2005
    
    
    2004Weighted average common shares
outstanding
    
    
    3,807,500
    
    
    
    2,654,688
    
    
    
    2,025,000Dilutive effect of:Stock options and warrants
    
    
    26,080
    
    
    
    26,365
    
    
    
    Weighted average common shares
outstanding assuming dilution
    
    
    3,833,580
    
    
    
    2,681,053
    
    
    
    2,025,000
   47




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 12. Earnings per Share (Continued):
   13. Stockholders Equity:
 Preferred Stock:
  Initial Public Offering:
  14. Statement of Cash Flows:
 Non-Cash Investing and Financing Activities:
     15. Significant Customer:
    48




---



##### Table of Contents



READY MIX, INC.
NOTES TO FINANCIAL STATEMENTS
 16. Employee Benefit Plan:
  17 Quarterly Financial Data (Unaudited):
 March 31,
    
    June 30,
    
    September 30,
    
    December 31,2006Revenue
    
    $
    21,131,524
    
    
    $
    22,997,614
    
    
    $
    20,593,013
    
    
    $
    18,866,652Gross profit
    
    
    2,672,958
    
    
    
    2,840,575
    
    
    
    1,921,029
    
    
    
    1,771,805Income from operations
    
    
    1,536,287
    
    
    
    1,588,010
    
    
    
    1,019,192
    
    
    
    783,626Net income
    
    
    1,015,712
    
    
    
    1,043,326
    
    
    
    680,088
    
    
    
    600,149Basic net income per common share
    
    
    0.27
    
    
    
    0.27
    
    
    
    0.18
    
    
    
    0.16Diluted net income per common share
    
    
    0.26
    
    
    
    0.27
    
    
    
    0.18
    
    
    
    0.16Basic weighted average common shares
outstanding
    
    
    3,807,500
    
    
    
    3,807,500
    
    
    
    3,807,500
    
    
    
    3,807,500Diluted weighted average common shares
outstanding
    
    
    3,866,588
    
    
    
    3,852,732
    
    
    
    3,807,500
    
    
    
    3,807,5002005Revenue
    
    $
    14,331,497
    
    
    $
    17,485,941
    
    
    $
    18,851,538
    
    
    $
    17,065,448Gross profit
    
    
    1,082,050
    
    
    
    2,069,218
    
    
    
    2,443,686
    
    
    
    1,476,726Income from operations
    
    
    369,189
    
    
    
    1,199,812
    
    
    
    1,872,179
    
    
    
    502,084Net income
    
    
    198,593
    
    
    
    738,796
    
    
    
    1,194,528
    
    
    
    353,673Basic net income per common share
    
    
    0.10
    
    
    
    0.36
    
    
    
    0.43
    
    
    
    0.09Diluted net income per common share
    
    
    0.10
    
    
    
    0.36
    
    
    
    0.42
    
    
    
    0.09Basic weighted average common shares
outstanding
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,761,250
    
    
    
    3,807,500Diluted weighted average common shares
outstanding
    
    
    2,025,000
    
    
    
    2,025,000
    
    
    
    2,820,220
    
    
    
    3,853,9912004Revenue
    
    $
    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
    
    
    
    2,025,000
 49




---



##### 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, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  50




---



##### Table of Contents



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, 2004Allowance for doubtful accounts
    
    $
    620
    
    
    $
    293
    
    
    $
    (376
    )
    
    $
    537Year ended December 31, 2005Allowance for doubtful accounts
    
    $
    537
    
    
    $
    (244
    )
    
    $
    (33
    )
    
    $
    260Year ended December 31, 2006Allowance for doubtful accounts
    
    $
    260
    
    
    $
    98
    
    
    $
    (49
    )
    
    $
    309
  ExhibitNumber
    
    Description3.1
    
    Articles of Incorporation of the Registrant, as amended3.2
    
    Amended and Restated Bylaws of the Registrant10.1
    
    2005 Equity Incentive Plan10.2
    
    Loan Agreement with Meadow Valley Corporation10.4
    
    Office Lease (Las Vegas)10.5
    
    Employment Agreement (Mr. Morris)10.6
    
    Employment Agreement (Mr. De Ruiter)10.7
    
    Administrative Services Agreement10.8
    
    Production Facility Lease (Sun City, Arizona)10.9
    
    Production Facility Lease (Henderson, Nevada)10.10
    
    Production Facility Lease (Moapa, Nevada)
 51




---



##### Table of Contents



ExhibitNumber
    
    Description10.11
    
    Decorative Rock Lease (Moapa, Nevada)10.12
    
    Oliver Mining Lease (Queen Creek, Arizona)10.14
    
    Indemnity Agreement10.15
    
    Office Lease (Las Vegas)14.1
    
    Code of Ethics23.1
    
    Consent of Independent Auditors31.1
    
    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
 52




---



##### Table of Contents



SIGNATURES
  READY MIX, INC./s/ Bradley E. LarsonBradley E. LarsonChief Executive Officer
(Principal Executive Officer) Date: March 30, 2007 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, 2007
    
    Date: March 30, 2007/s/ Kenneth D. Nelson
    
    /s/ Don A. PattersonKenneth D. Nelson
    
    Don A. PattersonDirector and Vice President
    
    DirectorDate: March 30, 2007
    
    Date: March 30, 2007/s/ Charles E. Cowan
    
    /s/ Dan H. StewartCharles E. Cowan
    
    Dan H. StewartDirector
    
    DirectorDate: March 30, 2007
    
    Date: March 30, 2007/s/ Charles R. Norton
    
    /s/ Clint TryonCharles R. Norton
    
    Clint TryonDirector
    
    Chief Financial Officer, Principal
Financial and Accounting OfficerDate: March 30, 2007
    
    Date: March 30, 2007
 53




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    
    
    By ReferenceNumber
    
    Description
    
    from Document3.1
    
    Articles of Incorporation of the Registrant, as amended
    
    
    *3.2
    
    Amended and Restated Bylaws of the Registrant
    
    
    (2
    )10.1
    
    2005 Equity Incentive Plan
    
    
    (1
    )10.2
    
    Loan Agreement with Meadow Valley Corporation
    
    
    (1
    )10.4
    
    Office Lease (Las Vegas)
    
    
    (1
    )10.5
    
    Employment Agreement (Mr. Morris)
    
    
    (1
    )10.6
    
    Employment Agreement (Mr. De Ruiter)
    
    
    (1
    )10.7
    
    Administrative Services Agreement
    
    
    (1
    )10.8
    
    Production Facility Lease (Sun City, Arizona)
    
    
    (1
    )10.9
    
    Production Facility Lease (Henderson, Nevada)
    
    
    (1
    )10.10
    
    Production Facility Lease (Moapa, Nevada)
    
    
    (1
    )10.11
    
    Decorative Rock Lease (Moapa, Nevada)
    
    
    (1
    )10.12
    
    Oliver Mining Lease (Queen Creek, Arizona)
    
    
    (1
    )10.14
    
    Indemnity Agreement
    
    
    (3
    )10.15
    
    Office Lease (Las Vegas)
    
    
    (3
    )14.1
    
    Code of Ethics
    
    
    (1
    )23.1
    
    Consent of Independent Auditors
    
    
    *31.1
    
    Certification of Chief Executive Officer Pursuant to Rules 13a-14 and
15d-14 of The Securities Exchange Act of 1934
    
    
    *31.2
    
    Certification of Chief Financial Officer Pursuant to Rules 13a-14 and
15d-14 of The Securities Exchange Act of 1934
    
    
    *32
    
    Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
    
    
    *
 
 *
    
    Filed herewith.(1)
    
    Previously filed as an Exhibit with the same Exhibit number to the registrants Form S-1
Registration Statement (SEC File No. 333-122754).(2)
    
    Previously filed as an Exhibit with the same Exhibit number to the registrants Form 8-K
Current Report dated February 12, 2007.(3)
    
    Previously filed as an Exhibit with the same Exhibit number to the registrants Form S-1/A
Registration Statement filed on June 28, 2005 (SEC File No. 333-122754) 54