##### 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, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No 001-32440
 READY MIX, INC.
  Nevada
    
    86-0830443(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 4602 East Thomas Road
Phoenix, Arizona 85018
 (602) 957-2722
 þ o
 þ o
  Large accelerated filer o   
    Accelerated filer o
    Non-accelerated filer o
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
  3,809,500 shares of Common Stock, $.001 par value per share




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##### 



READY MIX, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2009
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets  As of June 30, 2009 (Unaudited) and December 31, 2008
    
    
    3Condensed Statements of Operations (Unaudited)  Six months and three months ended June 30, 2009 and 2008 and Changes in Stockholders Equity (Unaudited)
    
    
    4Condensed Statements of Cash Flows (Unaudited)  Six months ended June 30, 2009 and 2008
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3. Defaults Upon Senior Securities
    
    
    27Item 4. Submission of Matters to a Vote of Security Holders
    
    
    28Item 5. Other Information
    
    
    28Item 6. Exhibits
    
    
    28EX-10.23EX-10.24EX-10.25EX-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 31,2009
    
    
    2008(Unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    3,492,490
    
    
    $
    4,204,280Accounts receivable, net
    
    
    3,946,159
    
    
    
    6,751,769Inventory
    
    
    1,642,936
    
    
    
    1,411,761Prepaid expenses
    
    
    1,431,715
    
    
    
    1,189,598Due from affiliate
    
    
    70,142
    
    
    
    Income tax receivable
    
    
    971,361
    
    
    
    1,026,133Deferred tax asset
    
    
    713,965
    
    
    
    696,892Total current assets
    
    
    12,268,768
    
    
    
    15,280,433Property and equipment, net
    
    
    21,614,538
    
    
    
    23,988,688Refundable deposits
    
    
    108,079
    
    
    
    108,079Total assets
    
    $
    33,991,385
    
    
    $
    39,377,200Liabilities and stockholders equity:Current liabilities:Accounts payable
    
    $
    2,150,203
    
    
    $
    2,329,620Accrued liabilities
    
    
    1,096,279
    
    
    
    966,058Notes payable
    
    
    2,217,221
    
    
    
    2,204,706Due to affiliate
    
    
    
    
    
    
    177,825Total current liabilities
    
    
    5,463,703
    
    
    
    5,678,209Notes payable, less current portion
    
    
    4,810,860
    
    
    
    6,041,731Deferred tax liability
    
    
    491,805
    
    
    
    1,216,100Total liabilities
    
    
    10,766,368
    
    
    
    12,936,040Commitments and contingenciesStockholders equity:Preferred stock  $.001 par value; 5,000,000 shares authorized,
none issued and outstanding
    
    
    
    
    
    
    Common stock  $.001 par value; 15,000,000 shares authorized,
3,809,500 issued and outstanding
    
    
    3,810
    
    
    
    3,810Additional paid-in capital
    
    
    18,471,132
    
    
    
    18,362,557Retained earnings
    
    
    4,750,075
    
    
    
    8,074,793Total stockholders equity
    
    
    23,225,017
    
    
    
    26,441,160Total liabilities and
stockholders equity
    
    $
    33,991,385
    
    
    $
    39,377,200
  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 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue:Revenue
    
    $
    15,457,315
    
    
    $
    32,595,666
    
    
    $
    6,758,265
    
    
    $
    16,905,255Revenue  related parties
    
    
    6,383
    
    
    
    265,042
    
    
    
    1,331
    
    
    
    168,931Total revenue
    
    
    15,463,698
    
    
    
    32,860,708
    
    
    
    6,759,596
    
    
    
    17,074,186Cost of revenue
    
    
    18,884,040
    
    
    
    32,579,885
    
    
    
    8,676,153
    
    
    
    16,790,678Gross profit (loss)
    
    
    (3,420,342
    )
    
    
    280,823
    
    
    
    (1,916,557
    )
    
    
    283,508General and administrative expenses
    
    
    1,769,207
    
    
    
    2,090,919
    
    
    
    826,830
    
    
    
    1,059,069Loss from operations
    
    
    (5,189,549
    )
    
    
    (1,810,096
    )
    
    
    (2,743,387
    )
    
    
    (775,561
    )Other income (expense):Interest income
    
    
    9,248
    
    
    
    104,698
    
    
    
    3,292
    
    
    
    33,360Interest expense
    
    
    (51,846
    )
    
    
    (54,889
    )
    
    
    (27,277
    )
    
    
    (27,369
    )Other income
    
    
    194,695
    
    
    
    13,442
    
    
    
    103,650
    
    
    
    40,037152,097
    
    
    
    63,251
    
    
    
    79,665
    
    
    
    46,028Loss before income taxes
    
    
    (5,037,452
    )
    
    
    (1,746,845
    )
    
    
    (2,663,722
    )
    
    
    (729,533
    )Income tax benefit
    
    
    1,712,734
    
    
    
    628,864
    
    
    
    858,216
    
    
    
    262,632Net loss
    
    $
    (3,324,718
    )
    
    $
    (1,117,981
    )
    
    $
    (1,805,506
    )
    
    $
    (466,901
    )Basic net loss per common share
    
    $
    (0.87
    )
    
    $
    (0.29
    )
    
    $
    (0.47
    )
    
    $
    (0.12
    )Diluted net loss per common share
    
    $
    (0.87
    )
    
    $
    (0.29
    )
    
    $
    (0.47
    )
    
    $
    (0.12
    )Basic weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500Diluted weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
 Common StockNumber of
    
    
    
    
    
    
    AdditionalShares
    
    
    
    
    
    
    Paid-in
    
    
    RetainedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    EarningsBalance at January 1, 2009
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,362,557
    
    
    $
    8,074,793Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    108,575Net loss for the six months
ended June 30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,324,718
    )Balance at June 30, 2009
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,471,132
    
    
    $
    4,750,075
  4




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##### Table of Contents



READY MIX, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six months endedJune 30,2009
    
    
    2008Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    18,858,142
    
    
    $
    32,123,984Cash paid to suppliers and employees
    
    
    (18,998,049
    )
    
    
    (32,780,017
    )Taxes paid
    
    
    
    
    
    
    (11,092
    )Taxes refunded
    
    
    1,026,138
    
    
    
    Interest received
    
    
    9,248
    
    
    
    104,698Interest paid
    
    
    (51,846
    )
    
    
    (54,889
    )Net cash provided by (used in) operating activities
    
    
    843,633
    
    
    
    (617,316
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (11,372
    )
    
    
    (558,879
    )Cash received from sale of equipment
    
    
    88,872
    
    
    
    111,726Net cash provided by (used in) investing activities
    
    
    77,500
    
    
    
    (447,153
    )Cash flows from financing activities:Received from (repayment of) due to affiliate
    
    
    (247,967
    )
    
    
    178,151Proceeds from notes payable
    
    
    
    
    
    
    590,676Repayment of notes payable
    
    
    (1,384,956
    )
    
    
    (1,414,354
    )Repayment of capital lease obligations
    
    
    
    
    
    
    (4,634
    )Net cash used in financing activities
    
    
    (1,632,923
    )
    
    
    (650,161
    )Net decrease in cash and cash equivalents
    
    
    (711,790
    )
    
    
    (1,714,630
    )Cash and cash equivalents at beginning of period
    
    
    4,204,280
    
    
    
    9,157,868Cash and cash equivalents at end of period
    
    $
    3,492,490
    
    
    $
    7,443,238Reconciliation of net loss to net cash provided by (used in)
operating activities:Net loss
    
    $
    (3,324,718
    )
    
    $
    (1,117,981
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    2,332,892
    
    
    
    2,339,349(Gain) loss on sale of equipment
    
    
    (36,242
    )
    
    
    119,456Deferred taxes, net
    
    
    (741,368
    )
    
    
    (25,774
    )Stock-based compensation expense
    
    
    108,575
    
    
    
    111,285Provision for doubtful accounts
    
    
    (430,381
    )
    
    
    (724
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    3,235,991
    
    
    
    (869,622
    )Prepaid expenses
    
    
    (75,517
    )
    
    
    237,140Inventory
    
    
    (231,175
    )
    
    
    (399,218
    )Income tax receivable/payable
    
    
    54,772
    
    
    
    (614,182
    )Refundable deposits
    
    
    
    
    
    
    31,772Accounts payable
    
    
    (179,417
    )
    
    
    (139,692
    )Accrued liabilities
    
    
    130,221
    
    
    
    (289,125
    )Net cash provided by (used in) operating activities
    
    $
    843,633
    
    
    $
    (617,316
    )
  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:
  Accounting Estimates:
   Revenue Recognition:
  
    
    The contract has been evidenced by the customers signature on the
delivery ticket;
    
    A price per unit has been determined; and
    
    Collectibility has been reasonably assured either by credit
authorization of the customer or by COD terms.
  Loss per Share:
  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):
 Loss per Share (Continued):
  Stock-Based Compensation:
   
    
    Expected term is generally determined using an average of the contractual term and
vesting period of the award and in some cases the contractual term is used;
    
    Expected volatility is measured using the average of historical daily changes in the
market price of the Companys common stock since the Companys initial public offering;
    
    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.
 Fair Value of Financial Instruments:
    Recent Accounting Pronouncements
  
    
    FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly (FSP FAS 157-4), provides additional guidance for estimating fair value
in accordance with SFAS No. 157 when the volume and level of activity for the asset or
liability have decreased significantly. FSP FAS 157-4 also provides guidance on
identifying circumstances that indicate a transaction is not orderly. The provisions of
FSP FAS 157-4 are effective for the Companys interim period ending on June 30, 2009. The
adoption of FSP FAS 157-4 did not affect the Companys financial position and results of
operations.
 
 7




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Recent Accounting Pronouncements (Continued):
 
    
    FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments (FSP 107-1 and APB 28-1), requires disclosures about fair value of financial
instruments in interim reporting periods of publicly traded companies that were previously
only required to be disclosed in annual financial statements. The provisions of FSP FAS
107-1 and APB 28-1 are effective for the Companys interim period ending on June 30, 2009.
As FSP FAS 107-1 and APB 28-1 amends only the disclosure requirements about fair value of
financial instruments in interim periods, the adoption of FSP FAS 107-1 and APB 28-1 did
not affect the Companys financial position and results of operations.
    
    FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2), amends current
other-than-temporary impairment guidance in GAAP for debt securities to make the guidance
more operational and to improve the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements. This FSP does not
amend existing recognition and measurement guidance related to other-than-temporary
impairments of equity securities. The provisions of FSP FAS 115-2 and FAS 124-2 are
effective for the Companys interim period ending on June 30, 2009. The adoption of FSP
FAS 115-2 and FAS 124-2 did not affect the Companys financial position and results of
operations.
     8




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Stock-Based Compensation:
   Equity Incentive Plan:
    Awards granted during the six
    
    Awards granted prior tomonths ended June 30, 2009
    
    January 1, 2009Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    63.4%  66.4
    %
    
    
    21.4%  39.1
    %Weighted-average volatility
    
    
    64.96
    %
    
    
    27.47
    %Risk-free interest rate
    
    
    1.99
    %
    
    
    3.00%  5.00
    %Expected life of options (in years)
    
    
    3-5
    
    
    
    3-5Weighted-average grant-date fair value
    
    $
    1.15
    
    
    $
    2.53
   Weighted AverageWeighted Average
    
    
    Remaining
    
    
    Aggregate
    
    
    AggregateExercise Price
    
    
    Contractual
    
    
    Fair
    
    
    IntrinsicShares
    
    
    per Share
    
    
    Term (1)
    
    
    Value
    
    
    Value (2)Outstanding January 1, 2009
    
    
    379,125
    
    
    $
    10.76
    
    
    
    1.88
    
    
    $
    967,716Granted
    
    
    215,000
    
    
    
    2.13
    
    
    
    
    
    
    
    246,200Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (5,000
    )
    
    
    11.00
    
    
    
    
    
    
    
    (9,750
    )Outstanding June 30, 2009
    
    
    589,125
    
    
    $
    7.61
    
    
    
    2.61
    
    
    $
    1,204,166
    
    
    $
    363,950Exercisable June 30, 2009
    
    
    360,792
    
    
    $
    10.31
    
    
    
    1.49
    
    
    $
    869,167
    
    
    $
    36,600
 
 (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, 2009, for those awards that have an exercise price currently below the closing
price as of June 30, 2009. Awards with an exercise price above the closing price as of
June 30, 2009 are considered to have no intrinsic value. 9




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Stock-Based Compensation (Continued):
  Weighted AverageGrant-DateShares
    
    
    Fair ValueNonvested stock options at January 1, 2009
    
    
    33,333
    
    
    $
    3.33Granted
    
    
    215,000
    
    
    
    1.15Vested
    
    
    (20,000
    )
    
    
    1.11Forfeited
    
    
    
    
    
    
    Nonvested stock options at June 30, 2009
    
    
    228,333
    
    
    $
    1.47
  2009
    
    2008Number of options to purchase shares granted
    
    
    215,000
    
    
    
    20,000Weighted-average grant-date fair value
    
    $
    1.15
    
    
    $
    2.31Number of options to purchase shares exercised
    
    
    
    
    
    
    Aggregate intrinsic value of options exercised
    
    $
    
    
    
    $
    Number of options to purchase shares vested
    
    
    20,000
    
    
    
    91,458Aggregate fair value of options vested
    
    $
    22,200
    
    
    $
    185,543
  3. Statement of Cash Flows:
 Non-Cash Investing and Financing Activities:
    10




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable:
  June 30,
    
    
    December 31,2009
    
    
    20087.99% note payable, with monthly principal payments of
$14,362 plus interest, due March 25, 2011, collateralized
by equipment
    
    $
    301,600
    
    
    $
    387,7718.14% note payable, with monthly principal payments of
$30,470 plus interest, due March 28, 2011, collateralized
by equipment
    
    
    639,879
    
    
    
    822,7018.45% notes payable, with combined monthly principal
payments of $26,182 plus interest, due June 28, 2011,
collateralized by equipment
    
    
    628,380
    
    
    
    785,4757.46% note payable, with a monthly payment of $13,867, due
May 26, 2021, collateralized by a building and land
    
    
    1,309,343
    
    
    
    1,343,1887.90% note payable, with monthly principal payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment
    
    
    312,454
    
    
    
    377,1007.04% note payable, with monthly principal payments of
$4,496 plus interest, due September 30, 2009,
collateralized by equipment
    
    
    13,489
    
    
    
    40,4677.13% note payable, with monthly principal payments of
$34,966 plus interest, due February 28, 2013,
collateralized by equipment
    
    
    1,538,523
    
    
    
    1,748,3227.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012,
collateralized by equipment
    
    
    172,011
    
    
    
    204,2637.35% note payable, with monthly principal payments of
$2,793 plus interest, due September 28, 2012,
collateralized by equipment
    
    
    108,915
    
    
    
    125,6716.25% notes payable, with combined monthly principal
payments of $5,705 plus interest, due January 28, 2012,
collateralized by equipment
    
    
    176,865
    
    
    
    211,0975.39% note payable, with monthly principal payments of
$2,695 plus interest, due March 21, 2012,
collateralized by equipment
    
    
    88,939
    
    
    
    105,110$
    5,290,398
    
    
    $
    6,151,165
 11




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  June 30,
    
    
    December 31,2009
    
    
    2008Total from previous page
    
    $
    5,290,398
    
    
    $
    6,151,1655.65% note payable, with monthly principal payments of
$11,440 plus interest, due April 18, 2013,
collateralized by equipment
    
    
    526,260
    
    
    
    594,9036.25% note payable, with monthly principal payments of
$5,448 plus interest, due June 26, 2011,
collateralized by equipment
    
    
    130,744
    
    
    
    163,4306.80% notes payable, with combined monthly principal
payments of $9,782 plus interest, due June 26, 2013 and
June 26, 2014, collateralized by equipment
    
    
    567,978
    
    
    
    626,6696.99% note payable, with monthly principal payments of
$2,420 plus interest, due November 30, 2013,
collateralized by equipment
    
    
    128,270
    
    
    
    142,7916.99% notes payable, with combined monthly principal
payments of $4,778 plus interest, due December 29, 2013,
collateralized by equipment
    
    
    258,038
    
    
    
    317,4794.60% note payable, with a monthly payment of
$21,348, due December 28, 2009, collateralized by
the Companys umbrella insurance policy
    
    
    126,393
    
    
    
    Line of credit, variable interest rate was 3.50% at December 31,
2008, interest only payments until December 31, 2008, 36 equal
monthly principal payments plus interest therafter, collateralized
by all of the Companys assets
    
    
    
    
    
    
    250,0007,028,081
    
    
    
    8,246,437Less: current portion
    
    
    (2,217,221
    )
    
    
    (2,204,706
    )$
    4,810,860
    
    
    $
    6,041,731
  2010
    
    $
    2,217,2212011
    
    
    1,948,3232012
    
    
    1,037,6382013
    
    
    695,0482014
    
    
    234,833Subsequent to 2014
    
    
    895,018$
    7,028,081
  12




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  June 30, 2009Minimum /(amounts in thousands)
    
    Maximum
    
    ActualLeverage (1)
    
    
    1.50 to 1.0
    
    
    
    .49 to 1.0Fixed charge coverage ratio (2)
    
    
    .40 to 1.0
    
    
    -.21 to 1.0Available cash minimum (3)
    
    
    750,000
    
    
    
    3,492,490Dividends paid (4)
    
    
    
    
    
    
    Management fee agreement (5)
    
    
    22,000
    
    
    
    22,000Change of control (6)Sale or assignment of real estate (7)
 
 (1)
    
    Leverage is defined as total liabilities to net worth. Measured quarterly.(2)
    
    Fixed charge coverage ratio is defined as the sum of net
profit, interest expense, taxes, depreciation and amortization less
dividends, plus or minus extraordinary expenses or gains, divided by
all interest bearing notes, loans and capital losses to be
determined at lenders sole discretion, for the previous four fiscal quarterly periods.
Measured quarterly. The required fixed charge coverage ratio increases to .65 to 1.0
for the quarter ending September 30, 2009, to .75 to 1.0 for the quarters ending
December 31, 2009 and March 31, 2010, to .85 to 1.0 for the quarter ending June 30,
2010, and to 1.0 to 1.0 for the quarter ending September 30, 2010 and each quarter
thereafter.(3)
    
    Available cash minimum is defined as cash and cash equivalents as reported on
the Companys balance sheet. Measured quarterly.(4)
    
    Dividends shall not be paid to shareholders without the prior written consent
of lender.(5)
    
    Management fee between Meadow Valley Contractors, Inc. and Ready Mix will not
exceed $22,000 per month. Reviewed quarterly.(6)
    
    Change of control provision states that the Company will be in default in the
event that the Board of Directors ceases to consist of a majority of the directors in
place as of February 2, 2009 without the written consent of lender.(7)
    
    The Company is prohibited from (a) entering into or assuming any agreement to
sell, transfer or assign any of the Companys owned real property and (b) creating or
assuming any lien on any of the Companys owned real property, in each case without
written consent of lender.  On or before
    
    After
    
    After
    
    AfterDecember 31,2009
    
    2009
    
    2010
    
    2011Prepayment penalty
    
    
    6.00
    %
    
    
    5.00
    %
    
    
    3.00
    %
    
    
    2.00
    %
  13




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
    5. Line of Credit:
  6. Commitments:
   14




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 6. Commitments (Continued):
   7. Loss per Share:
   Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Weighted average common shares
outstanding
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500Dilutive effect of:Stock options and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average common shares
outstanding assuming dilution
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
    
    
    
    3,809,500
   15




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 8. Income Taxes:
   9. Subsequent Events:
    16




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statement Disclosure
   
    
    the current economic environment and our continuing operating losses;
    
    our alleged default of a financial covenant in our agreement with National Bank
of Arizona;
    
    whether we will be able to obtain a waiver of such covenant and amend our loan
agreement with National Bank of Arizona, and the possible acceleration of the loan
and seizure of our headquarters building if we are not able to do so: and
    
    whether our Boards evaluation of strategic alternatives will result in the
Company pursuing any particular transaction, or, if it pursues any such
transaction, whether it will be completed.
  General
   17




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##### Table of Contents



Overview
   Second Quarter 2009 versus Second Quarter 2008
    
    
    -47
    %First Quarter 2009 versus First Quarter 2008
    
    
    -71
    %Fourth Quarter 2008 versus Fourth Quarter 2007
    
    
    -74
    %
     Critical Accounting Policies, Estimates and Judgments
   18




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##### Table of Contents



19




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##### Table of Contents



New Accounting Pronouncements
  
    
    FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly (FSP FAS 157-4), provides additional guidance for estimating fair value in
accordance with SFAS No. 157 when the volume and level of activity for the asset or
liability have decreased significantly. FSP FAS 157-4 also provides guidance on
identifying circumstances that indicate a transaction is not orderly. The provisions of
FSP FAS 157-4 are effective for our interim period ending on June 30, 2009. The adoption
of FSP FAS 157-4 did not affect our financial position and results of operations.
    
    FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments (FSP 107-1 and APB 28-1), requires disclosures about fair value of financial
instruments in interim reporting periods of publicly traded companies that were previously
only required to be disclosed in annual financial statements. The provisions of FSP FAS
107-1 and APB 28-1 are effective for our interim period ending on June 30, 2009. As FSP
FAS 107-1 and APB 28-1 amends only the disclosure requirements about fair value of
financial instruments in interim periods, the adoption of FSP FAS 107-1 and APB 28-1 did
not affect our financial position and results of operations.
    
    FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2), amends current
other-than-temporary impairment guidance in GAAP for debt securities to make the guidance
more operational and to improve the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in the financial statements. This FSP does not
amend existing recognition and measurement guidance related to other-than-temporary
impairments of equity securities. The provisions of FSP FAS 115-2 and FAS 124-2 are
effective for our interim period ending on June 30, 2009. The adoption of FSP FAS 115-2
and FAS 124-2 did not affect our financial position and results of operations.
  20




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##### Table of Contents



Results of Operations
  Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(dollars in thousands)
    
    (Unaudited)
    
    
    (Unaudited)Revenue
    
    $
    15,457
    
    
    
    99.9
    %
    
    $
    32,596
    
    
    
    99.2
    %
    
    $
    6,758
    
    
    
    99.9
    %
    
    $
    16,905
    
    
    
    99.0
    %Related party revenue
    
    
    7
    
    
    
    0.1
    %
    
    
    265
    
    
    
    0.8
    %
    
    
    2
    
    
    
    0.1
    %
    
    
    169
    
    
    
    1.0
    %Total revenue
    
    
    15,464
    
    
    
    100.0
    %
    
    
    32,861
    
    
    
    100.0
    %
    
    
    6,760
    
    
    
    100.0
    %
    
    
    17,074
    
    
    
    100.0
    %Gross profit (loss)
    
    
    (3,420
    )
    
    
    -22.1
    %
    
    
    281
    
    
    
    0.9
    %
    
    
    (1,917
    )
    
    
    -28.4
    %
    
    
    284
    
    
    
    1.7
    %General and
administrative expenses
    
    
    1,769
    
    
    
    11.4
    %
    
    
    2,091
    
    
    
    6.4
    %
    
    
    827
    
    
    
    12.2
    %
    
    
    1,059
    
    
    
    6.2
    %Loss from operations
    
    
    (5,190
    )
    
    
    -33.6
    %
    
    
    (1,810
    )
    
    
    -5.5
    %
    
    
    (2,743
    )
    
    
    -40.6
    %
    
    
    (776
    )
    
    
    -4.5
    %Interest income
    
    
    9
    
    
    
    0.1
    %
    
    
    105
    
    
    
    0.3
    %
    
    
    3
    
    
    
    0.1
    %
    
    
    33
    
    
    
    0.2
    %Interest expense
    
    
    (52
    )
    
    
    -0.3
    %
    
    
    (55
    )
    
    
    -0.2
    %
    
    
    (27
    )
    
    
    -0.4
    %
    
    
    (27
    )
    
    
    -0.2
    %Income tax benefit
    
    
    1,713
    
    
    
    11.1
    %
    
    
    629
    
    
    
    1.9
    %
    
    
    858
    
    
    
    12.7
    %
    
    
    263
    
    
    
    1.5
    %Net loss
    
    $
    (3,325
    )
    
    
    -21.5
    %
    
    $
    (1,118
    )
    
    
    -3.4
    %
    
    $
    (1,806
    )
    
    
    -26.7
    %
    
    $
    (467
    )
    
    
    -2.7
    %Depreciation and
amortization
    
    $
    2,333
    
    
    
    15.1
    %
    
    $
    2,339
    
    
    
    7.1
    %
    
    $
    1,135
    
    
    
    16.8
    %
    
    $
    1,189
    
    
    
    7.0
    %
 Six months ended June 30, 2009 compared to six months ended June 30, 2008
 Revenue
 21




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##### Table of Contents



Gross Profit (Loss).
 Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Loss.
 Three Months Ended June 30, 2009 compared to Three Months Ended June 30, 2008
 Revenue
 22




---



##### Table of Contents



Gross Profit (Loss).
 Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Loss.
 Liquidity and Capital Resources
    23




---



##### Table of Contents



June 30, 2009Minimum /(amounts in thousands)
    
    Maximum
    
    ActualLeverage (1)
    
    
    1.50 to 1.0
    
    
    
    .49 to 1.0Fixed charge coverage ratio (2)
    
    
    .40 to 1.0
    
    
    -.21 to 1.0Available cash minimum (3)
    
    
    750,000
    
    
    
    3,492,490Dividends paid (4)
    
    
    
    
    
    
    Management fee agreement (5)
    
    
    22,000
    
    
    
    22,000Change of control (6)Sale or assignment of real estate (7)
 
 (1)
    
    Leverage is defined as total liabilities to net worth. Measured quarterly.(2)
    
    Fixed charge coverage ratio is defined as the sum of net
profit, interest expense, taxes, depreciation and amortization less
dividends, plus or minus extraordinary expenses or gains, divided by
all interest bearing notes, loans and capital losses to be
determined at WFEs sole discretion, for the previous four fiscal quarterly periods.
Measured quarterly. The required fixed charge coverage
ratio increases to .65 to 1.0 for the quarter ending September 30, 2009, to .75 to 1.0
for the quarters ending December 31, 2009 and March 31, 2010, to .85 to 1.0 for the
quarter ending June 30, 2010, and to 1.0 to 1.0 for the quarter ending September 30,
2010 and each quarter thereafter.(3)
    
    Available cash minimum is defined as cash and cash equivalents as reported on
the Companys balance sheet. Measured quarterly.(4)
    
    Dividends shall not be paid to shareholders without the prior written consent
of WFE.(5)
    
    Management fee between Meadow Valley Contractors, Inc. and Ready Mix will not
exceed $22,000 per month. Reviewed quarterly.(6)
    
    Change of control provision states that the Company will be in default in the
event that the Board of Directors ceases to consist of a majority of the directors in
place as of February 2, 2009 without the written consent of WFE.(7)
    
    The Company is prohibited from (a) entering into or assuming any agreement to
sell, transfer or assign any of the Companys owned real property and (b) creating or
assuming any lien on any of the Companys owned real property, in each case without
written consent of WFE.  On or before
    
    After
    
    After
    
    AfterDecember 31,2009
    
    2009
    
    2010
    
    2011Prepayment penalty
    
    
    6.00
    %
    
    
    5.00
    %
    
    
    3.00
    %
    
    
    2.00
    %
    24




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##### Table of Contents



Six months endedJune 30,2009
    
    2008(dollars in thousands)
    
    (Unaudited)Cash flows provided by (used in) operating activities
    
    $
    844
    
    
    $
    (617
    )Cash flows provided by (used in) investing activities
    
    
    78
    
    
    
    (447
    )Cash flows used in financing activities
    
    
    (1,633
    )
    
    
    (650
    )
    25




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##### Table of Contents



Website Access
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
     
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  Our success in meeting our obligations and obtaining additional future waivers of covenant
violations from our lenders in the next twelve months relies in large part, upon whether our
business continues to experience significant declines in revenue. If we continue to experience
similar significant declines in revenue, our ability to obtain future waivers of covenant
violations may be unsuccessful and we may be unable to meet our payment obligations, especially if
payment requirements are accelerated by our lenders.
  
    
    Our customers confidence in our ability to serve their needs and our
ability to continue to attract customers, particularly for new upcoming
projects;
    
    The financial viability of our suppliers and our ability to purchase
concrete materials from our key suppliers at competitive prices;
    
    Our ability to manage our batch plants and aggregate pit production
facilities as needed to manage production volume with the least amount of cost
and to complete other planned asset sales;
    
    Our ability to obtain adequate backlog to offset continued revenue
declines and our ability execute on backlog at improved margins;
    
    The overall strength and stability of general economic conditions and
of the ready-mix concrete industry, in the Phoenix, Arizona and Las Vegas,
Nevada metropolitan areas.
  Inadequate liquidity could materially adversely affect our business operations in the future.
    We are allegedly in breach of a financial covenant in our lending agreements with NBA, and any
failure to obtain a waiver or amendment to this agreement could have a material adverse effect on
our financial condition and results of operations.
  26




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##### Table of Contents



We are currently losing money, may need additional financing, and may not be able to obtain it on
favorable terms or at all.
  We cannot assure you that our Boards consideration of strategic alternatives will result in any
transaction being completed.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
   27




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders
  Affirmative
    
    Against
    
    AbstentionDirectors
    
    Votes
    
    Votes
    
    VotesCharles E. Cowan
    
    
    3,581,428
    
    
    
    75,111
    
    
    
    3,740Charles R. Norton
    
    
    3,610,515
    
    
    
    46,024
    
    
    
    3,710Dan H. Stewart
    
    
    3,577,842
    
    
    
    78,697
    
    
    
    3,710Gary A. Agron
    
    
    3,607,579
    
    
    
    49,610
    
    
    
    3,090Bradley E. Larson
    
    
    3,600,910
    
    
    
    51,624
    
    
    
    7,745Robert A. DeRuiter
    
    
    3,573,315
    
    
    
    80,711
    
    
    
    6,253Kenneth D. Nelson
    
    
    3,604,915
    
    
    
    51,624
    
    
    
    3,740
  Affirmative
    
    Against
    
    AbstentionVotes
    
    Votes
    
    Votes3,619,009
    
    32,573
    
    8,697
 
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibits:
 10.23
    
    Promissory Note and Business Loan Agreement with National Bank of Arizona10.24
    
    Notice of Loan Covenant Violations from National Bank of Arizona10.25
    
    Amendment to Master Loan and Security Agreements with Wells Fargo Equipment
Finance, Inc.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
 28




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##### Table of Contents



SIGNATURE
  READY MIX, INC.
(Registrant)By
    /s/ Bradley E. LarsonBradley E. LarsonChief Executive Officer
(Principal Executive Officer)August 14, 2009By
    /s/ David D. DotyDavid D. DotyChief  Financial Officer, Secretary and Treasurer
(Principal Accounting Officer)August 14, 2009 29