##### 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 March 31, 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
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 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 MARCH 31, 2009
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets  As of March 31, 2009 (Unaudited) and
December 31, 2008
    
    
    3Condensed Statements of Operations (Unaudited)  Three months
ended March 31, 2009 and 2008 and Changes in Stockholders
Equity (Unaudited)
    
    
    4Condensed Statements of Cash Flows (Unaudited)  Three months ended
March 31, 2009 and 2008
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3. Defaults Upon Senior Securities
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    24Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    24EX-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
 March 31,
    
    
    December 31,2009
    
    
    2008(Unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    3,532,267
    
    
    $
    4,204,280Accounts receivable, net
    
    
    5,133,849
    
    
    
    6,751,769Inventory
    
    
    1,723,926
    
    
    
    1,411,761Prepaid expenses
    
    
    2,131,885
    
    
    
    1,189,598Income tax receivable
    
    
    1,868,708
    
    
    
    1,026,133Deferred tax asset
    
    
    708,880
    
    
    
    696,892Total current assets
    
    
    15,099,515
    
    
    
    15,280,433Property and equipment, net
    
    
    22,780,920
    
    
    
    23,988,688Refundable deposits
    
    
    108,079
    
    
    
    108,079Total assets
    
    $
    37,988,514
    
    
    $
    39,377,200Liabilities and stockholders equity:Current liabilities:Accounts payable
    
    $
    2,157,756
    
    
    $
    2,329,620Accrued liabilities
    
    
    2,109,204
    
    
    
    966,058Notes payable
    
    
    2,109,167
    
    
    
    2,204,706Due to affiliate
    
    
    70,758
    
    
    
    177,825Total current liabilities
    
    
    6,446,885
    
    
    
    5,678,209Notes payable, less current portion
    
    
    5,353,631
    
    
    
    6,041,731Deferred tax liability
    
    
    1,216,100
    
    
    
    1,216,100Total liabilities
    
    
    13,016,616
    
    
    
    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
    
    
    18,412,507
    
    
    
    18,362,557Retained earnings
    
    
    6,555,581
    
    
    
    8,074,793Total stockholders equity
    
    
    24,971,898
    
    
    
    26,441,160Total liabilities and stockholders equity
    
    $
    37,988,514
    
    
    $
    39,377,200
  3




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READY MIX, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS AND
CHANGES IN STOCKHOLDERS EQUITY
 (Unaudited)
 Three months endedMarch 31,2009
    
    
    2008Revenue:Revenue
    
    $
    8,699,050
    
    
    $
    15,690,411Revenue  related parties
    
    
    5,052
    
    
    
    96,111Total revenue
    
    
    8,704,102
    
    
    
    15,786,522Cost of revenue
    
    
    10,207,887
    
    
    
    15,789,207Gross loss
    
    
    (1,503,785
    )
    
    
    (2,685
    )General and administrative expenses
    
    
    942,377
    
    
    
    1,031,850Loss from operations
    
    
    (2,446,162
    )
    
    
    (1,034,535
    )Other income (expense):Interest income
    
    
    5,956
    
    
    
    71,338Interest expense
    
    
    (24,569
    )
    
    
    (27,520
    )Other income (expense)
    
    
    91,045
    
    
    
    (26,595
    )72,432
    
    
    
    17,223Loss before income taxes
    
    
    (2,373,730
    )
    
    
    (1,017,312
    )Income tax benefit
    
    
    854,518
    
    
    
    366,232Net loss
    
    $
    (1,519,212
    )
    
    $
    (651,080
    )Basic net loss per common share
    
    $
    (0.40
    )
    
    $
    (0.17
    )Diluted net loss per common share
    
    $
    (0.40
    )
    
    $
    (0.17
    )Basic weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    3,809,500Diluted weighted average common
shares outstanding
    
    
    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
    
    
    
    
    
    
    
    
    
    
    49,950Net loss for the three months
ended March 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,519,212
    )Balance at March 31, 2009
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,412,507
    
    
    $
    6,555,581
  4




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READY MIX, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three months endedMarch 31,2009
    
    
    2008Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    10,652,521
    
    
    $
    14,784,597Cash paid to suppliers and employees
    
    
    (10,456,002
    )
    
    
    (16,494,096
    )Taxes paid
    
    
    (45
    )
    
    
    (33,310
    )Interest received
    
    
    5,956
    
    
    
    71,338Interest paid
    
    
    (24,569
    )
    
    
    (27,520
    )Net cash provided by (used in) operating activities
    
    
    177,861
    
    
    
    (1,698,991
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (11,372
    )
    
    
    (22,629
    )Cash received from sale of equipment
    
    
    52,204
    
    
    
    111,726Net cash provided by investing activities
    
    
    40,832
    
    
    
    89,097Cash flows from financing activities:Received from (repayment of) due to affiliate
    
    
    (107,067
    )
    
    
    103,333Repayment of notes payable
    
    
    (783,639
    )
    
    
    (693,483
    )Repayment of capital lease obligations
    
    
    
    
    
    
    (4,634
    )Net cash used in financing activities
    
    
    (890,706
    )
    
    
    (594,784
    )Net decrease in cash and cash equivalents
    
    
    (672,013
    )
    
    
    (2,204,678
    )Cash and cash equivalents at beginning of period
    
    
    4,204,280
    
    
    
    9,157,868Cash and cash equivalents at end of period
    
    $
    3,532,267
    
    
    $
    6,953,190Reconciliation of net loss to net cash provided by (used in)
operating activities:Net loss
    
    $
    (1,519,212
    )
    
    $
    (651,080
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    1,197,899
    
    
    
    1,150,085(Gain) loss on sale of equipment
    
    
    (30,963
    )
    
    
    108,320Deferred taxes, net
    
    
    (11,988
    )
    
    
    (21,203
    )Stock-based compensation expense
    
    
    49,950
    
    
    
    78,742Provision for doubtful accounts
    
    
    (270,417
    )
    
    
    23,790Changes in operating assets and liabilities:Accounts receivable
    
    
    1,888,337
    
    
    
    (1,083,650
    )Prepaid expenses
    
    
    (942,287
    )
    
    
    166,582Inventory
    
    
    (312,165
    )
    
    
    (127,015
    )Refundable deposits
    
    
    
    
    
    
    (142,199
    )Accounts payable
    
    
    (171,864
    )
    
    
    (444,406
    )Accrued liabilities
    
    
    1,143,146
    
    
    
    (378,618
    )Income tax receivable
    
    
    (842,575
    )
    
    
    (378,339
    )Net cash provided by (used in) operating activities
    
    $
    177,861
    
    
    $
    (1,698,991
    )
  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.
  Earnings per Share:
  6




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Earnings 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 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.
 Recent Accounting Pronouncements:
 ,
   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 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
Company is currently evaluating the effect that the provisions of FSP FAS 157-4 may have on
the Companys 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 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 is not
expected to 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 Company is currently evaluating the effect
that the provisions of FSP FAS 115-2 and FAS 124-2 may have on the Companys financial
position and results of operations.
 2. Stock-Based Compensation:
  8




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Stock-Based Compensation (Continued):
  Equity Incentive Plan:
    Awards grantedduring the three
    
    Awards grantedmonths ended
    
    prior toMarch 31, 2009
    
    January 1, 2009Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    63.4% - 65.7
    %
    
    
    21.4% - 39.1
    %Weighted-average volatility
    
    
    64.68
    %
    
    
    27.47
    %Risk-free interest rate
    
    
    1.99
    %
    
    
    3.00% - 5.00
    %Expected life of options (in years)
    
    
    5
    
    
    
    3-5Weighted-average grant-date fair value
    
    $
    1.12
    
    
    $
    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
    
    
    180,000
    
    
    
    2.03
    
    
    
    
    
    
    
    201,400Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (5,000
    )
    
    
    11.00
    
    
    
    
    
    
    
    (9,750
    )Outstanding March 31, 2009
    
    
    554,125
    
    
    $
    7.92
    
    
    
    2.72
    
    
    $
    1,159,366
    
    
    $
    80,000Exercisable March 31, 2009
    
    
    360,792
    
    
    $
    10.26
    
    
    
    1.74
    
    
    $
    869,167
    
    
    $
    27,200
 
 (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
March 31, 2009, for those awards that have an exercise price currently below the
closing price as of March 31, 2009. Awards with an exercise price above the closing
price as of March 31, 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
    
    
    180,000
    
    
    
    1.12Vested
    
    
    (20,000
    )
    
    
    1.11Forfeited
    
    
    
    
    
    
    Nonvested stock options at March 31, 2009
    
    
    193,333
    
    
    $
    1.50
  2009
    
    2008Number of options to purchase shares granted
    
    
    180,000
    
    
    
    20,000Weighted-average grant-date fair value
    
    $
    1.12
    
    
    $
    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:
  March 31,
    
    
    December 31,2009
    
    
    20087.99% note payable, with monthly principal payments of
$14,362 plus interest, due March 25, 2011, collateralized
by equipment
    
    $
    344,686
    
    
    $
    387,7718.14% note payable, with monthly principal payments of
$30,470 plus interest, due March 28, 2011, collateralized
by equipment
    
    
    731,290
    
    
    
    822,7018.45% notes payable, with combined monthly principal
payments of $26,182 plus interest, due June 28, 2011,
collateralized by equipment
    
    
    706,927
    
    
    
    785,4757.46% note payable, with a monthly payment of $13,867, due
May 26, 2021, collateralized by a building and land
    
    
    1,326,156
    
    
    
    1,343,1887.90% note payable, with monthly principal payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment
    
    
    344,777
    
    
    
    377,1007.04% note payable, with monthly principal payments of
$4,496 plus interest, due September 30, 2009,
collateralized by equipment
    
    
    26,978
    
    
    
    40,4677.13% note payable, with monthly principal payments of
$34,966 plus interest, due February 28, 2013,
collateralized by equipment
    
    
    1,643,423
    
    
    
    1,748,3227.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012,
collateralized by equipment
    
    
    188,137
    
    
    
    204,2637.35% note payable, with monthly principal payments of
$2,793 plus interest, due September 28, 2012,
collateralized by equipment
    
    
    117,293
    
    
    
    125,6716.25% notes payable, with combined monthly principal
payments of $5,705 plus interest, due January 28, 2012,
collateralized by equipment
    
    
    193,980
    
    
    
    211,0975.39% note payable, with monthly principal payments of
$2,695 plus interest, due March 21, 2012,
collateralized by equipment
    
    
    97,025
    
    
    
    105,110$
    5,720,672
    
    
    $
    6,151,165
 11




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  March 31,
    
    
    December 31,2009
    
    
    2008Total from previous page
    
    $
    5,720,672
    
    
    $
    6,151,1655.65% note payable, with monthly principal payments of
$11,440 plus interest, due April 18, 2013,
collateralized by equipment
    
    
    560,582
    
    
    
    594,9036.25% note payable, with monthly principal payments of
$5,448 plus interest, due June 26, 2011,
collateralized by equipment
    
    
    147,087
    
    
    
    163,4306.8% notes payable, with combined monthly principal
payments of $9,782 plus interest, due June 26, 2013 and
June 26, 2014, collateralized by equipment
    
    
    597,323
    
    
    
    626,6696.99% note payable, with monthly principal payments of
$2,420 plus interest, due November 30, 2013,
collateralized by equipment
    
    
    135,530
    
    
    
    142,7916.99% notes payable, with combined monthly principal
payments of $5,292 plus interest, due December 29, 2013,
collateralized by equipment
    
    
    301,604
    
    
    
    317,479Line 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
    
    
    
    
    
    
    250,0007,462,798
    
    
    
    8,246,437Less: current portion
    
    
    (2,109,167
    )
    
    
    (2,204,706
    )$
    5,353,631
    
    
    $
    6,041,731
  2010
    
    $
    2,109,1672011
    
    
    2,087,5692012
    
    
    1,210,8202013
    
    
    835,7302014
    
    
    275,443Subsequent to 2014
    
    
    944,069$
    7,462,798
  12




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  March 31, 2009Minimum /(amounts in thousands)
    
    Maximum
    
    ActualLeverage (1)
    
    
    1.50 to 1.0
    
    
    
    .52 to 1.0Fixed charge coverage ratio (2)
    
    
    .40 to 1.0
    
    
    
    .44 to 1.0Available cash minimum (3)
    
    
    750,000
    
    
    
    3,532,267Dividends paid (4)
    
    
    
    
    
    
    Management fee agreement (5)
    
    
    22,000
    
    
    
    22,000Change of control (6)Sale or assignment of real estate (7)
 
 (1)
    
    Leverage is defined as total liabilities to net worth. Measured quarterly.(2)
    
    Fixed charge coverage ratio is defined as all interest bearing notes, loans and
capital leases divided by the sum of net profit, interest expense, taxes, depreciation
and amortization less dividends, plus or minus extraordinary expenses or gains, to be
determined at lenders sole discretion, for the previous four fiscal quarterly periods.
Measured quarterly.(3)
    
    Available cash minimum is defined as cash and cash equivalents as reported on
the Companys balance sheet. Measured quarterly.(4)
    
    Dividends 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 current
directors, 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
    %
  5. Line of Credit:
  13




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 6. Commitments:
     7. Earnings per Share:
   Three months endedMarch 31,2009
    
    
    2008Weighted average common shares
outstanding
    
    
    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
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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:
  15




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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
    General
   Overview
  16




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Construction Outlook  First
Quarter 2009 Report
  Critical Accounting Policies, Estimates and Judgments
     17




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##### Table of Contents



New Accounting Pronouncements
 ,
 18




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##### Table of Contents




    
    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. We are
currently evaluating the effect that the provisions of FSP FAS 157-4 may have on 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 is not
expected to 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
 19




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##### Table of Contents



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. We are currently evaluating the effect that the provisions
of FSP FAS 115-2 and FAS 124-2 may have on our financial position and results of
operations.
 Results of Operations
  Three months endedMarch 31,2009
    
    
    2008(dollars in thousands)
    
    (Unaudited)Revenue
    
    $
    8,699
    
    
    
    99.9
    %
    
    $
    15,690
    
    
    
    99.4
    %Related party revenue
    
    
    5
    
    
    
    0.1
    %
    
    
    96
    
    
    
    0.6
    %Total revenue
    
    
    8,704
    
    
    
    100.0
    %
    
    
    15,786
    
    
    
    100.0
    %Gross loss
    
    
    (1,504
    )
    
    
    -17.3
    %
    
    
    (3
    )
    
    
    0.0
    %General and administrative expenses
    
    
    942
    
    
    
    10.8
    %
    
    
    1,032
    
    
    
    6.5
    %Loss from operations
    
    
    (2,446
    )
    
    
    -28.1
    %
    
    
    (1,035
    )
    
    
    -6.6
    %Interest income
    
    
    6
    
    
    
    0.1
    %
    
    
    71
    
    
    
    0.5
    %Interest expense
    
    
    (25
    )
    
    
    -0.3
    %
    
    
    (28
    )
    
    
    -0.2
    %Other income (expense)
    
    
    91
    
    
    
    1.0
    %
    
    
    (27
    )
    
    
    -0.2
    %Income tax benefit
    
    
    855
    
    
    
    9.8
    %
    
    
    366
    
    
    
    2.3
    %Net loss
    
    $
    (1,519
    )
    
    
    -17.5
    %
    
    $
    (651
    )
    
    
    -4.1
    %Depreciation and
amortization
    
    $
    1,198
    
    
    
    13.8
    %
    
    $
    1,150
    
    
    
    7.3
    %
 Three months ended March 31, 2009 compared to three months ended March 31, 2008
 Revenue
 Gross Profit.
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##### Table of Contents



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




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##### Table of Contents



March 31, 2009Minimum /(amounts in thousands)
    
    Maximum
    
    ActualLeverage (1)
    
    
    1.50 to 1.0
    
    
    
    .52 to 1.0Fixed charge coverage ratio (2)
    
    
    .40 to 1.0
    
    
    
    .44 to 1.0Available cash minimum (3)
    
    
    750,000
    
    
    
    3,532,267Dividends paid (4)
    
    
    
    
    
    
    Management fee agreement (5)
    
    
    22,000
    
    
    
    22,000Change of control (6)Sale or assignment of real estate (7)
 
 (1)
    
    Leverage is defined as total liabilities to net worth. Measured quarterly.(2)
    
    Fixed charge coverage ratio is defined as all interest bearing notes, loans and
capital leases divided by the sum of net profit, interest expense, taxes, depreciation
and amortization less dividends, plus or minus extraordinary expenses or gains, to be
determined at WFEs sole discretion, for the previous four fiscal quarterly periods.
Measured quarterly.(3)
    
    Available cash minimum is defined as cash and cash equivalents as reported on
the Companys balance sheet. Measured quarterly.(4)
    
    Dividends 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 current
directors, without the written consent of WFE.(7)
    
    The Company is prohibited from (a) entering into or assuming any agreement to
sell, transfer or assign any of the Companys owned real property and (b) creating or
assuming any lien on any of the Companys owned real property, in each case without
written consent of WFE.  On or before
    
    After
    
    After
    
    AfterDecember 31,2009
    
    2009
    
    2010
    
    2011Prepayment penalty
    
    
    6.00
    %
    
    
    5.00
    %
    
    
    3.00
    %
    
    
    2.00
    %
    22




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##### Table of Contents



Three months endedMarch 31,2009
    
    2008(dollars in thousands)
    
    (Unaudited)Cash flows provided by (used in) operating activities
    
    $
    178
    
    
    $
    (1,699
    )Cash flows provided by investing activities
    
    
    41
    
    
    
    89Cash flows used in financing activities
    
    
    (891
    )
    
    
    (595
    )
    Website Access
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 
  23




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##### Table of Contents



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
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. 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
 24




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##### Table of Contents



SIGNATURE
  READY MIX, INC.
(Registrant)By
    /s/ Bradley E. LarsonBradley E. LarsonChief Executive Officer
(Principal Executive Officer)
May 14, 2009By
    /s/ David D. DotyDavid D. DotyChief  Financial Officer, Secretary and Treasurer
(Principal Accounting Officer)
May 14, 2009 25