##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 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 No 001-32440
 READY MIX, INC.
  Nevada
(State or other Jurisdiction of 
incorporation or organization)
    
    86-0830443
(I.R.S. Employer Identification No.)
 3430 East Flamingo Road, Suite 100
Las Vegas, Nevada 89121
(702) 433-2090
 þ o
  o o þ
 o þ
  Common Stock, $.001 par value
3,807,500 shares




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##### 



READY MIX, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2007
 PART I. FINANCIAL INFORMATIONItem 1.
Financial StatementsCondensed Balance Sheets  As of June 30, 2007 (Unaudited) and
December 31, 2006
    
    
    3Condensed Statements of Operations (Unaudited)  Six months and three months
ended June 30, 2007 and 2006 and Changes in Stockholders
Equity (Unaudited)
    
    
    4Condensed Statements of Cash Flows (Unaudited)  Six months ended
June 30, 2007 and 2006
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 READY MIX, INC.
CONDENSED BALANCE SHEETS
 June 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    8,204,031
    
    
    $
    8,369,875Accounts receivable, net
    
    
    10,793,922
    
    
    
    8,864,436Inventory
    
    
    1,191,920
    
    
    
    1,301,842Prepaid expenses
    
    
    1,147,514
    
    
    
    1,169,041Deferred tax asset
    
    
    374,297
    
    
    
    361,206Total current assets
    
    
    21,711,684
    
    
    
    20,066,400Property and equipment, net
    
    
    26,987,141
    
    
    
    25,481,056Refundable deposits
    
    
    873,821
    
    
    
    1,475,297Total assets
    
    $
    49,572,646
    
    
    $
    47,022,753Liabilities and stockholders equity:Current liabilities:Accounts payable
    
    $
    5,058,698
    
    
    $
    4,269,519Accrued liabilities
    
    
    2,174,519
    
    
    
    2,443,258Notes payable
    
    
    2,430,329
    
    
    
    2,515,522Obligations under capital leases
    
    
    16,820
    
    
    
    250,313Due to affiliate
    
    
    2,930
    
    
    
    73,395Income tax payable
    
    
    
    
    
    
    110,458Total current liabilities
    
    
    9,683,296
    
    
    
    9,662,465Notes payable, less current portion
    
    
    9,171,939
    
    
    
    8,269,789Obligations under capital leases, less current portion
    
    
    
    
    
    
    4,634Deferred tax liability
    
    
    1,619,009
    
    
    
    1,619,009Total liabilities
    
    
    20,474,244
    
    
    
    19,555,897Commitments and contingenciesStockholders equity:Preferred stock  $.001 par value; 5,000,000 shares authorized,
none issued and outstanding
    
    
    
    
    
    
    Common stock  $.001 par value; 15,000,000 shares authorized,
3,807,500 issued and outstanding
    
    
    3,808
    
    
    
    3,808Additional paid-in capital
    
    
    17,929,333
    
    
    
    17,793,892Retained earnings
    
    
    11,165,261
    
    
    
    9,669,156Total stockholders equity
    
    
    29,098,402
    
    
    
    27,466,856Total liabilities and stockholders equity
    
    $
    49,572,646
    
    
    $
    47,022,753
  3




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##### Table of Contents



READY MIX, INC.
CONDENSED STATEMENTS OF OPERATIONS AND
CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
 Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Revenue
    
    $
    41,814,357
    
    
    $
    43,930,234
    
    
    $
    22,103,800
    
    
    $
    22,905,646Revenue  related parties
    
    
    1,050,921
    
    
    
    198,904
    
    
    
    399,036
    
    
    
    91,968Total revenue
    
    
    42,865,278
    
    
    
    44,129,138
    
    
    
    22,502,836
    
    
    
    22,997,614Cost of revenue
    
    
    38,406,845
    
    
    
    38,615,605
    
    
    
    20,145,417
    
    
    
    20,157,039Gross profit
    
    
    4,458,433
    
    
    
    5,513,533
    
    
    
    2,357,419
    
    
    
    2,840,575General and administrative expenses
    
    
    2,308,521
    
    
    
    2,389,236
    
    
    
    1,146,525
    
    
    
    1,252,565Income from operations
    
    
    2,149,912
    
    
    
    3,124,297
    
    
    
    1,210,894
    
    
    
    1,588,010Other income (expense):Interest income
    
    
    183,791
    
    
    
    180,038
    
    
    
    95,344
    
    
    
    87,140Interest expense
    
    
    (80,958
    )
    
    
    (63,914
    )
    
    
    (38,840
    )
    
    
    (34,628
    )Other income
    
    
    140,650
    
    
    
    13,824
    
    
    
    44,840
    
    
    
    8,023243,483
    
    
    
    129,948
    
    
    
    101,344
    
    
    
    60,535Income before income taxes
    
    
    2,393,395
    
    
    
    3,254,245
    
    
    
    1,312,238
    
    
    
    1,648,545Income tax expense
    
    
    897,290
    
    
    
    1,195,207
    
    
    
    514,619
    
    
    
    605,219Net income
    
    $
    1,496,105
    
    
    $
    2,059,038
    
    
    $
    797,619
    
    
    $
    1,043,326Basic net income per common share
    
    $
    0.39
    
    
    $
    0.54
    
    
    $
    0.21
    
    
    $
    0.27Diluted net income per common share
    
    $
    0.39
    
    
    $
    0.53
    
    
    $
    0.21
    
    
    $
    0.27Basic weighted average common
shares outstanding
    
    
    3,807,500
    
    
    
    3,807,500
    
    
    
    3,807,500
    
    
    
    3,807,500Diluted weighted average common
shares outstanding
    
    
    3,825,592
    
    
    
    3,859,660
    
    
    
    3,832,491
    
    
    
    3,852,732
 Common StockNumber of
    
    
    
    
    
    
    AdditionalShares
    
    
    
    
    
    
    Paid-in
    
    
    RetainedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    EarningsBalance at January 1, 2007
    
    
    3,807,500
    
    
    $
    3,808
    
    
    $
    17,793,892
    
    
    $
    9,669,156Stock based compensation
expense
    
    
    
    
    
    
    
    
    
    
    135,441Net income for the six months
ended June 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,496,105Balance at June 30, 2007
    
    
    3,807,500
    
    
    $
    3,808
    
    
    $
    17,929,333
    
    
    $
    11,165,261
  4




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##### Table of Contents



READY MIX, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six months endedJune 30,2007
    
    
    2006Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    41,051,135
    
    
    $
    41,300,076Cash paid to suppliers and employees
    
    
    (37,065,281
    )
    
    
    (37,513,339
    )Taxes paid
    
    
    (1,181,202
    )
    
    
    (365,852
    )Interest received
    
    
    183,791
    
    
    
    180,038Interest paid
    
    
    (80,958
    )
    
    
    (63,914
    )Net cash provided by operating activities
    
    
    2,907,485
    
    
    
    3,537,009Cash flows from investing activities:Purchase of property and equipment
    
    
    (2,118,115
    )
    
    
    (6,580,190
    )Proceeds from the sale of property and equipment
    
    
    171,754
    
    
    
    Net cash used in investing activities
    
    
    (1,946,361
    )
    
    
    (6,580,190
    )Cash flows from financing activities:Received from (paid to) due to affiliate
    
    
    (70,465
    )
    
    
    282,876Proceeds from notes payable
    
    
    2,699,929
    
    
    
    3,083,540Repayment of notes payable
    
    
    (3,518,305
    )
    
    
    (1,512,069
    )Repayment of capital lease obligations
    
    
    (238,127
    )
    
    
    (230,863
    )Net cash provided by (used in) financing activities
    
    
    (1,126,968
    )
    
    
    1,623,484Net decrease in cash and cash equivalents
    
    
    (165,844
    )
    
    
    (1,419,697
    )Cash and cash equivalents at beginning of period
    
    
    8,369,875
    
    
    
    12,110,417Cash and cash equivalents at end of period
    
    $
    8,204,031
    
    
    $
    10,690,720Reconciliation of net income to net cash provided by operating activities:Net income
    
    $
    1,496,105
    
    
    $
    2,059,038Adjustments
to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    2,105,800
    
    
    
    1,655,581(Gain) loss on sale of equipment
    
    
    (56,608
    )
    
    
    6,391Deferred taxes, net
    
    
    (13,091
    )
    
    
    (5,099
    )Stock-based compensation expense
    
    
    135,441
    
    
    
    80,714Provision for doubtful accounts
    
    
    (31,301
    )
    
    
    37,746Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,898,185
    )
    
    
    (2,849,277
    )Prepaid expenses
    
    
    208,307
    
    
    
    192,025Inventory
    
    
    109,922
    
    
    
    (497,578
    )Refundable deposits
    
    
    601,476
    
    
    
    147,335Accounts payable
    
    
    789,179
    
    
    
    1,695,604Accrued liabilities
    
    
    (268,739
    )
    
    
    180,075Income tax payable
    
    
    (270,821
    )
    
    
    834,454Net cash provided by operating activities
    
    $
    2,907,485
    
    
    $
    3,537,009
  5




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates:
 Presentation of Interim Information:
  Seasonal Variations:
  Nature of Corporation:
  Revenue Recognition:
  Earnings per Share:
  Stock-Based Compensation:
  6




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Stock-Based Compensation (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 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.
 New Accounting Pronouncements:
   2. Stock-Based Compensation:
   Equity Incentive Plan
   7




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Stock-Based Compensation (Continued):
  Awards grantedprior toJanuary 1, 2007Dividend yield
    
    
    0
    %Expected volatility
    
    
    21.4% - 39.1
    %Weighted-average volatility
    
    
    26.60
    %Risk-free interest rate
    
    
    5.00
    %Expected life of options (in years)
    
    
    3Weighted-average grant-date fair value
    
    $
    2.40
   Weighted AverageWeighted Average
    
    
    Remaining
    
    
    Aggregate
    
    
    AggregateExercise Price
    
    
    Contractural
    
    
    Fair
    
    
    IntrinsicShares
    
    
    per Share
    
    
    Term (1)
    
    
    Value
    
    
    Value (2)Outstanding January 1, 2007
    
    
    350,625
    
    
    $
    10.90
    
    
    
    3.65
    
    
    $
    839,741Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (2,500
    )
    
    
    11.00
    
    
    
    
    
    
    
    (4,875
    )Outstanding June 30, 2007
    
    
    348,125
    
    
    $
    10.90
    
    
    
    3.15
    
    
    $
    834,866
    
    
    $
    643,844Exercisable June 30, 2007
    
    
    158,667
    
    
    $
    11.06
    
    
    
    2.61
    
    
    $
    315,408
    
    
    $
    267,542
 
 (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
June 30, 2007, for those awards that have an exercise price currently below the closing
price as of June 30, 2007. Awards with an exercise price above the closing price as of
June 30, 2007 are considered to have no intrinsic value.  Weighted AverageGrant-DateShares
    
    
    Fair ValueNonvested stock options at January 1, 2007
    
    
    267,084
    
    
    
    $2.51Granted
    
    
    
    
    
    
    Vested
    
    
    (75,126
    )
    
    
    1.95Forfeited
    
    
    (2,500
    )
    
    
    1.95Nonvested stock options at June 30, 2007
    
    
    189,458
    
    
    
    $2.74
  8




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 3. Statement of Cash Flows:
 Non-Cash Investing and Financing Activities:
    4. Notes Payable:
  June 30,
    
    
    December 31,2007
    
    
    20065.99% note payable, with monthly payments of $471, due
September 28, 2008, collateralized by a vehicle
    
    $
    6,796
    
    
    $
    9,375Non-interest bearing note payable, with monthly payments
of $390,
due February 12, 2007, collateralized by equipment
    
    
    
    
    
    
    7805.31% note payable, with monthly payments of $1,730, due
March 22, 2009, collateralized by vehicles
    
    
    7,287
    
    
    
    43,9445.31% note payable, with monthly payments of $788, due
April 8, 2009, collateralized by a vehicle
    
    
    15,763
    
    
    
    20,0056.21% note payable, with monthly payments of $4,921 and a
principal payment of $443,902, due April 16, 2009,
collateralized
by land
    
    
    493,387
    
    
    
    507,3816.34% note payable, with monthly payments of $3,450 and a
principal payment of $309,412, due April 16, 2009,
collateralized
by land
    
    
    343,560
    
    
    
    353,2225.90% note payable, with monthly principal payments of
$1,905, plus
interest, due May 24, 2007, collateralized by equipment
    
    
    
    
    
    
    9,5245.22% note
payable, with monthly payments of $10,398, due May 25, 2008, collateralized by equipment
    
    
    111,472
    
    
    
    170,0537.05% note payable, with monthly payments of $2,930 and a principal
payment of $254,742, due August 27, 2009, collateralized
by land
    
    
    286,182
    
    
    
    293,5555.90% note payable, with monthly payments of $593, due
December 15, 2009, collateralized by vehicles
    
    
    16,509
    
    
    
    19,5296.60% note payable, with monthly payments of $22,806, due
December 29, 2007, collateralized by equipment
    
    
    134,238
    
    
    
    264,1306.60% note payable, with monthly payments of $30,812, due
December 15, 2007, collateralized by equipment
    
    
    181,367
    
    
    
    356,862$
    1,596,561
    
    
    $
    2,048,360
 9




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  June 30,
    
    
    December 31,2007
    
    
    2006Total from previous page
    
    $
    1,596,561
    
    
    $
    2,048,3605.90% notes payable, with combined monthly payments
of $5,322, due dates ranging from January 31, 2010
to March 11, 2010, collateralized by vehicles
    
    
    154,794
    
    
    
    181,6987.25% note payable, with monthly payments of $4,153, due
May 4, 2009, collateralized by equipment
    
    
    91,376
    
    
    
    116,297Note payable, variable interest rate was 9.75% at June 30,
2007, with monthly principal payments of $21,429 plus
interest,
due July 29, 2012, collateralized by mining water rights
    
    
    
    
    
    
    1,435,7147.50% notes payable, with combined monthly principal payments
of $15,100 plus interest, due September 1, 2008,
collateralized
by equipment
    
    
    211,399
    
    
    
    301,9996.85% notes payable, with combined monthly payments of $1,098,
due September 28, 2010, collateralized by vehicles
    
    
    38,299
    
    
    
    43,4736.85% note payable, with a monthly payment of $522, due
October 13, 2010, collateralized by a vehicle
    
    
    18,615
    
    
    
    21,0595.99% note payable, with a monthly payment of $496, due
November 30, 2008, collateralized by a vehicle
    
    
    
    
    
    
    10,7517.99% note payable, with monthly principal payments of
$14,362 plus interest, due March 25, 2011, collateralized
by equipment
    
    
    646,285
    
    
    
    732,4578.14% note payable, with monthly principal payments of
$30,470 plus interest, due March 28, 2011, collateralized
by equipment
    
    
    1,371,168
    
    
    
    1,553,9908.45% notes payable, with combined monthly principal
payments of $26,182 plus interest, due June 28, 2011,
collateralized by equipment
    
    
    1,256,760
    
    
    
    1,413,8557.46% note payable, with a monthly payment of $13,867, due
May 26, 2021, collateralized by a building and land
    
    
    1,436,711
    
    
    
    1,465,9277.55% note payable, with a monthly payment of $550, due
July 20, 2011, collateralized by a vehicle
    
    
    23,118
    
    
    
    25,4917.94% note payable, with a monthly payment of $2,654, due
January 13, 2012, collateralized by vehicles
    
    
    121,997
    
    
    
    7.90% note payable, with monthly principal payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment
    
    
    571,036
    
    
    
    635,682$
    7,538,119
    
    
    $
    9,986,753
 10




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  June 30,
    
    
    December 31,2007
    
    
    2006Total from previous page
    
    $
    7,538,119
    
    
    $
    9,986,7537.04% note payable, with monthly principal payments of
$4,496 plus interest, due September 30, 2009,
collateralized by equipment
    
    
    121,400
    
    
    
    148,3787.13% note payable, with monthly principal payments of
$34,966 plus interest, due February 28, 2013,
collateralized by equipment
    
    
    2,377,718
    
    
    
    7.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012,
collateralized by equipment
    
    
    301,019
    
    
    
    Line of credit, variable interest rate was 8.50% at June 30,
2007, interest only payments until December 31, 2008, 36
equal
monthly principal payments plus interest therafter,
collateralized
by all of the Companys assets
    
    
    1,264,012
    
    
    
    650,18011,602,268
    
    
    
    10,785,311Less: current portion
    
    
    (2,430,329
    )
    
    
    (2,515,522
    )$
    9,171,939
    
    
    $
    8,269,789
  2008
    
    $
    2,430,3292009
    
    
    2,795,6042010
    
    
    2,319,1362011
    
    
    1,869,6652012
    
    
    828,189Subsequent to 2012
    
    
    1,359,345$
    11,602,268
 5. Line of Credit:
   11




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 6. Commitments:
  2008
    
    $
    120,8982009
    
    
    120,8982010
    
    
    91,6792011
    
    
    4,0222012
    
    
    2,681$
    340,178
   7. Earnings per Share:
   Six months ended
    
    
    
    Three months endedJune 30,
    
    
    
    June 30,2007
    
    
    
    2006
    
    
    
    2007
    
    
    
    2006Weighted average common shares
outstanding
    
    
    3,807,500
    
    
    
    3,807,500
    
    
    
    3,807,500
    
    
    
    3,807,500Dilutive effect of:Stock options and warrants
    
    
    18,092
    
    
    
    52,160
    
    
    
    24,991
    
    
    
    45,232Weighted average common shares
outstanding assuming dilution
    
    
    3,825,592
    
    
    
    3,859,660
    
    
    
    3,832,491
    
    
    
    3,852,732
 12




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 7. Earnings per Share (Continued):
   8. Income Taxes:
   9. Subsequent Events:
  13




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Disclosure
    General
   Overview
  14




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##### Table of Contents



Las Vegas Housing Market Letter The Phoenix Housing Market
Letter
  New Accounting Pronouncements
  15




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##### Table of Contents



Critical Accounting Policies, Estimates and Judgments
      16




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##### Table of Contents



Results of Operations
  Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,(dollars in thousands)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006(Unaudited)
    
    
    
    
    
    
    (Unaudited)Revenue
    
    $
    41,814
    
    
    
    97.5
    %
    
    $
    43,930
    
    
    
    99.6
    %
    
    $
    22,104
    
    
    
    98.2
    %
    
    $
    22,906
    
    
    
    99.6
    %Related party revenue
    
    
    1,051
    
    
    
    2.5
    %
    
    
    199
    
    
    
    0.4
    %
    
    
    399
    
    
    
    1.8
    %
    
    
    92
    
    
    
    0.4
    %Total revenue
    
    
    42,865
    
    
    
    100.0
    %
    
    
    44,129
    
    
    
    100.0
    %
    
    
    22,503
    
    
    
    100.0
    %
    
    
    22,998
    
    
    
    100.0
    %Gross profit
    
    
    4,458
    
    
    
    10.4
    %
    
    
    5,513
    
    
    
    12.5
    %
    
    
    2,357
    
    
    
    10.5
    %
    
    
    2,841
    
    
    
    12.4
    %General and
administrative expenses
    
    
    2,308
    
    
    
    5.4
    %
    
    
    2,389
    
    
    
    5.4
    %
    
    
    1,146
    
    
    
    5.1
    %
    
    
    1,253
    
    
    
    5.5
    %Income from operations
    
    
    2,150
    
    
    
    5.0
    %
    
    
    3,124
    
    
    
    7.1
    %
    
    
    1,211
    
    
    
    5.4
    %
    
    
    1,588
    
    
    
    6.9
    %Interest income
    
    
    184
    
    
    
    0.4
    %
    
    
    180
    
    
    
    0.4
    %
    
    
    95
    
    
    
    0.4
    %
    
    
    87
    
    
    
    0.4
    %Interest expense
    
    
    (81
    )
    
    
    -0.2
    %
    
    
    (64
    )
    
    
    -0.1
    %
    
    
    (39
    )
    
    
    -0.2
    %
    
    
    (35
    )
    
    
    -0.2
    %Income tax expense
    
    
    (897
    )
    
    
    -2.1
    %
    
    
    (1,195
    )
    
    
    -2.7
    %
    
    
    (515
    )
    
    
    -2.3
    %
    
    
    (605
    )
    
    
    -2.6
    %Net income
    
    $
    1,496
    
    
    
    3.5
    %
    
    $
    2,059
    
    
    
    4.7
    %
    
    $
    798
    
    
    
    3.5
    %
    
    $
    1,043
    
    
    
    4.5
    %Depreciation and
amortization
    
    $
    2,106
    
    
    
    4.9
    %
    
    $
    1,656
    
    
    
    3.8
    %
    
    $
    1,112
    
    
    
    4.9
    %
    
    $
    867
    
    
    
    3.8
    %
 17




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##### Table of Contents



Six Months Ended June 30, 2007 compared to Six Months Ended June 30, 2006
 Revenue
 Gross Profit.
 Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Income.
 18




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##### Table of Contents



Three Months Ended June 30, 2007 compared to Three Months Ended June 30, 2006
 Revenue.
 Gross Profit.
 Depreciation and amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income taxes.
 Net income.
 Liquidity and Capital Resources
  19




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##### Table of Contents



Six months endedJune 30,(dollars in thousands)
    
    
    2007
    
    
    
    2006(Unaudited)Cash flows provided by operating activities
    
    
    $ 2,907
    
    
    
    $ 3,537Cash flows used in investing activities
    
    
    (1,946)
    
    
    
    (6,580)Cash flows provided by (used in) financing activities
    
    
    (1,127)
    
    
    
    1,623
    20




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##### Table of Contents



Summary of Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLess than
    
    
    1 - 3
    
    
    4 - 5
    
    
    AfterTotal
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years(dollars in thousands)Contractual ObligationsLong-term debt
    
    $
    11,602
    
    
    $
    2,430
    
    
    $
    5,115
    
    
    $
    2,698
    
    
    $
    1,359Interest payments on
long-term debt (1)
    
    
    2,429
    
    
    
    789
    
    
    
    1,081
    
    
    
    368
    
    
    
    191Capital lease
obligations
    
    
    17
    
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    8,321
    
    
    
    2,920
    
    
    
    4,168
    
    
    
    1,233
    
    
    
    Purchase obligations
    
    
    25,574
    
    
    
    3,618
    
    
    
    6,946
    
    
    
    4,740
    
    
    
    10,270Other long term
liabilities (2)
    
    
    557
    
    
    
    425
    
    
    
    132
    
    
    
    
    
    
    
    Total contractual
obligations
    
    $
    48,500
    
    
    $
    10,199
    
    
    $
    17,442
    
    
    $
    9,039
    
    
    $
    11,820
 
 (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 4Notes payable in the accompanying condensed financial
statements.(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, and are to be reviewed annually by our Compensation Committee. In
addition, other long-term liabilities include the administrative services agreement
with Meadow Valley in the amount of $22,000 per month expiring December 31, 2008.
 Website Access
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
     21




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##### Table of Contents



Item 4. Controls and Procedures
   
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  22




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders
  Affirmative
    
    Authority
    
    Broker non-Directors
    
    Votes
    
    Withheld
    
    votes/AbstentionsCharles E. Cowan
    
    
    3,359,013
    
    
    
    393,535
    
    
    
    Charles R. Norton
    
    
    3,358,898
    
    
    
    393,650
    
    
    
    Dan H. Stewart
    
    
    3,359,013
    
    
    
    393,535
    
    
    
    Don A. Patterson
    
    
    3,344,348
    
    
    
    408,200
    
    
    
    Bradley E. Larson
    
    
    3,357,548
    
    
    
    395,000
    
    
    
    Robert R. Morris
    
    
    3,359,013
    
    
    
    393,535
    
    
    
    Kenneth D. Nelson
    
    
    3,358,198
    
    
    
    394,350
    
    
    
    
  Affirmative
    
    
    Against
    
    
    
    Authority
    
    
    
    Broker non-Votes
    
    
    Votes
    
    
    
    Withheld
    
    
    
    votes/Abstentions3,571,963
    
    
    1,310
    
    
    
    179,275
    
    
    
    
 
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibits: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
 23




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##### Table of Contents



SIGNATURE
  READY MIX, INC.
(Registrant)By
    /s/ Bradley E. LarsonBradley E. LarsonChief Executive OfficerAugust 9, 2007By

  /s/ Clint TryonClint TryonChief  Financial Officer, Secretary and Treasurer
(Principal Accounting Officer)August 9, 2007 24