##### 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 September 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
    
    86-0830443(State or other Jurisdiction of 
incorporation or organization)
    
    (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
3,809,500 shares




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##### 



READY MIX, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2007
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets  As of September 30, 2007 (Unaudited) and December 31, 2006
    
    
    3Condensed Statements of Operations (Unaudited)  Nine months and three months ended September 30, 2007 and 2006 and Changes in Stockholders Equity (Unaudited)
    
    
    4Condensed Statements of Cash Flows (Unaudited)  Nine months ended September 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
    
    
    23Item 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
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    8,593,647
    
    
    $
    8,369,875Accounts receivable, net
    
    
    8,929,810
    
    
    
    8,864,436Inventory
    
    
    1,317,653
    
    
    
    1,301,842Prepaid expenses
    
    
    1,076,797
    
    
    
    1,169,041Deferred tax asset
    
    
    418,355
    
    
    
    361,206Total current assets
    
    
    20,336,262
    
    
    
    20,066,400Property and equipment, net
    
    
    27,054,839
    
    
    
    25,481,056Refundable deposits
    
    
    190,164
    
    
    
    1,475,297Total assets
    
    $
    47,581,265
    
    
    $
    47,022,753Liabilities and stockholders equity:Current liabilities:Accounts payable
    
    $
    3,550,118
    
    
    $
    4,269,519Accrued liabilities
    
    
    2,170,085
    
    
    
    2,443,258Notes payable
    
    
    2,282,013
    
    
    
    2,515,522Obligations under capital leases
    
    
    9,201
    
    
    
    250,313Due to affiliate
    
    
    9,444
    
    
    
    73,395Income tax payable
    
    
    
    
    
    
    110,458Total current liabilities
    
    
    8,020,861
    
    
    
    9,662,465Notes payable, less current portion
    
    
    8,591,325
    
    
    
    8,269,789Obligations under capital leases, less current portion
    
    
    
    
    
    
    4,634Deferred tax liability
    
    
    1,619,009
    
    
    
    1,619,009Total liabilities
    
    
    18,231,195
    
    
    
    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,
3,809,500 and 3,807,500 issued and outstanding
    
    
    3,810
    
    
    
    3,808Additional paid-in capital
    
    
    18,123,251
    
    
    
    17,793,892Retained earnings
    
    
    11,223,009
    
    
    
    9,669,156Total stockholders equity
    
    
    29,350,070
    
    
    
    27,466,856Total liabilities and stockholders equity
    
    $
    47,581,265
    
    
    $
    47,022,753
  3




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##### Table of Contents



READY MIX, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS AND
CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
 Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Revenue
    
    $
    60,520,249
    
    
    $
    64,349,284
    
    
    $
    18,705,892
    
    
    $
    20,419,050Revenue  related parties
    
    
    1,438,142
    
    
    
    372,867
    
    
    
    387,221
    
    
    
    173,963Total revenue
    
    
    61,958,391
    
    
    
    64,722,151
    
    
    
    19,093,113
    
    
    
    20,593,013Cost of revenue
    
    
    56,385,409
    
    
    
    57,287,589
    
    
    
    17,978,564
    
    
    
    18,671,984Gross profit
    
    
    5,572,982
    
    
    
    7,434,562
    
    
    
    1,114,549
    
    
    
    1,921,029General and administrative expenses
    
    
    3,464,346
    
    
    
    3,291,073
    
    
    
    1,155,825
    
    
    
    901,837Income (loss) from operations
    
    
    2,108,636
    
    
    
    4,143,489
    
    
    
    (41,276
    )
    
    
    1,019,192Other income (expense):Interest income
    
    
    284,252
    
    
    
    297,171
    
    
    
    100,461
    
    
    
    117,133Interest expense
    
    
    (109,596
    )
    
    
    (115,943
    )
    
    
    (28,638
    )
    
    
    (52,029
    )Other income (expense)
    
    
    228,200
    
    
    
    10,882
    
    
    
    87,550
    
    
    
    (2,942
    )402,856
    
    
    
    192,110
    
    
    
    159,373
    
    
    
    62,162Income before income taxes
    
    
    2,511,492
    
    
    
    4,335,599
    
    
    
    118,097
    
    
    
    1,081,354Income tax expense
    
    
    957,639
    
    
    
    1,596,473
    
    
    
    60,349
    
    
    
    401,266Net income
    
    $
    1,553,853
    
    
    $
    2,739,126
    
    
    $
    57,748
    
    
    $
    680,088Basic net income per common share
    
    $
    0.41
    
    
    $
    0.72
    
    
    $
    0.02
    
    
    $
    0.18Diluted net income per common share
    
    $
    0.41
    
    
    $
    0.71
    
    
    $
    0.02
    
    
    $
    0.18Basic weighted average common
shares outstanding
    
    
    3,807,949
    
    
    
    3,807,500
    
    
    
    3,808,848
    
    
    
    3,807,500Diluted weighted average common
shares outstanding
    
    
    3,827,344
    
    
    
    3,842,273
    
    
    
    3,832,343
    
    
    
    3,807,500
 Common StockNumber of
    
    
    
    
    
    AdditionalShares
    
    
    
    
    
    Paid-in
    
    RetainedOutstanding
    
    Amount
    
    Capital
    
    EarningsBalance at January 1, 2007
    
    
    3,807,500
    
    
    $
    3,808
    
    
    $
    17,793,892
    
    
    $
    9,669,156Common stock issued on exercise
of options
    
    
    2,000
    
    
    
    2
    
    
    
    21,998Stock based compensation
expense
    
    
    
    
    
    
    
    
    
    
    307,361Net income for the nine months
ended September 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,553,853Balance at September 30, 2007
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,123,251
    
    
    $
    11,223,009
  4




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##### Table of Contents



READY MIX, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine months endedSeptember 30,2007
    
    
    2006Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    62,033,088
    
    
    $
    62,881,516Cash paid to suppliers and employees
    
    
    (55,820,354
    )
    
    
    (56,628,845
    )Taxes paid
    
    
    (1,181,203
    )
    
    
    (1,473,466
    )Interest received
    
    
    284,252
    
    
    
    297,171Interest paid
    
    
    (109,596
    )
    
    
    (115,943
    )Net cash provided by operating activities
    
    
    5,206,187
    
    
    
    4,960,433Cash flows from investing activities:Purchase of property and equipment
    
    
    (3,353,966
    )
    
    
    (7,731,132
    )Proceeds from sale of property and equipment
    
    
    206,554
    
    
    
    8,500Net cash used in investing activities
    
    
    (3,147,412
    )
    
    
    (7,722,632
    )Cash flows from financing activities:Proceeds from the issuance of common stock
    
    
    22,000
    
    
    
    Repayment of due to affiliate
    
    
    (63,951
    )
    
    
    (64,078
    )Proceeds from notes payable
    
    
    2,956,120
    
    
    
    3,083,540Repayment of notes payable
    
    
    (4,503,426
    )
    
    
    (2,295,210
    )Repayment of capital lease obligations
    
    
    (245,746
    )
    
    
    (348,997
    )Net cash provided by (used in) financing activities
    
    
    (1,835,003
    )
    
    
    375,255Net increase (decrease) in cash and cash equivalents
    
    
    223,772
    
    
    
    (2,386,944
    )Cash and cash equivalents at beginning of period
    
    
    8,369,875
    
    
    
    12,110,417Cash and cash equivalents at end of period
    
    $
    8,593,647
    
    
    $
    9,723,473Reconciliation of net income to net cash provided by
operating activities:Net income
    
    $
    1,553,853
    
    
    $
    2,739,126Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    3,230,759
    
    
    
    2,635,501Loss (gain) on sale of equipment
    
    
    (48,214
    )
    
    
    3,941Deferred taxes, net
    
    
    (57,149
    )
    
    
    (7,649
    )Stock-based compensation expense
    
    
    307,361
    
    
    
    121,070Provision for doubtful accounts
    
    
    39,915
    
    
    
    (10,589
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (105,289
    )
    
    
    (1,855,458
    )Prepaid expenses
    
    
    174,618
    
    
    
    61,013Inventory
    
    
    (15,811
    )
    
    
    (779,747
    )Refundable deposits
    
    
    1,285,133
    
    
    
    (317,173
    )Accounts payable
    
    
    (719,401
    )
    
    
    1,764,014Accrued liabilities
    
    
    (273,173
    )
    
    
    475,728Income tax payable
    
    
    (166,415
    )
    
    
    130,656Net cash provided by operating activities
    
    $
    5,206,187
    
    
    $
    4,960,433
  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 primarily 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 granted
    
    Awards grantedduring the nine months
    
    prior toended September 30, 2007
    
    January 1, 2007Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    36.7
    %
    
    
    21.4% - 39.1
    %Weighted-average volatility
    
    
    36.7
    %
    
    
    26.6
    %Risk-free interest rate
    
    
    5.00
    %
    
    
    5.00
    %Expected life of options (in years)
    
    
    5
    
    
    
    3Weighted-average grant-date fair value
    
    $
    5.21
    
    
    $
    2.40
  Weighted AverageWeighted Average
    
    
    Remaining
    
    
    Aggregate
    
    
    AggregateExercise Price
    
    
    Contractual
    
    
    Fair
    
    
    IntrinsicShares
    
    
    per Share
    
    
    Term (1)
    
    
    Value
    
    
    Value (2)Outstanding January 1, 2007
    
    
    350,625
    
    
    $
    10.90
    
    
    
    3.65
    
    
    $
    839,741Granted
    
    
    20,000
    
    
    
    12.85
    
    
    
    
    
    
    
    104,200Exercised
    
    
    (2,000
    )
    
    
    11.00
    
    
    
    
    
    
    
    (3,900
    )Forfeited or expired
    
    
    (2,500
    )
    
    
    11.00
    
    
    
    
    
    
    
    (4,875
    )Outstanding September 30, 2007
    
    
    366,125
    
    
    $
    11.01
    
    
    
    3.01
    
    
    $
    935,166
    
    
    $
    485,379Exercisable September 30, 2007
    
    
    176,667
    
    
    $
    11.27
    
    
    
    2.35
    
    
    $
    315,408
    
    
    $
    182,193
 
 (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
September 30, 2007, for those awards that have an exercise price currently below the
closing price as of September 30, 2007. Awards with an exercise price above the closing
price as of September 30, 2007 are considered to have no intrinsic value.  Weighted AverageGrant-DateShares
    
    
    Fair ValueNonvested stock options at January 1, 2007
    
    
    267,084
    
    
    $
    2.51Granted
    
    
    20,000
    
    
    
    5.21Vested
    
    
    (95,126
    )
    
    
    2.35Forfeited
    
    
    (2,500
    )
    
    
    1.95Nonvested stock options at September 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:
  September 30,
    
    
    December 31,2007
    
    
    20065.99% note payable, with monthly payments of $471, due
September 28, 2008, collateralized by a vehicle
    
    $
    5,477
    
    
    $
    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
    
    
    6,080
    
    
    
    43,9445.31% note payable, with monthly payments of $788, due
April 8, 2009, collateralized by a vehicle
    
    
    13,600
    
    
    
    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
    
    
    486,310
    
    
    
    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
    
    
    338,674
    
    
    
    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
    
    
    81,605
    
    
    
    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
    
    
    282,451
    
    
    
    293,5555.90% note payable, with monthly payments of $593, due
December 15, 2009, collateralized by vehicles
    
    
    14,965
    
    
    
    19,5296.60% note payable, with monthly payments of $22,806, due
December 29, 2007, collateralized by equipment
    
    
    67,671
    
    
    
    264,1306.60% note payable, with monthly payments of $30,812, due
December 15, 2007, collateralized by equipment
    
    
    91,430
    
    
    
    356,862$
    1,388,263
    
    
    $
    2,048,360
 9




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  September 30,
    
    
    December 31,2007
    
    
    2006Total from previous page
    
    $
    1,388,263
    
    
    $
    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
    
    
    141,043
    
    
    
    181,6987.25% note payable, with monthly payments of $4,153, due
May 4, 2009, collateralized by equipment
    
    
    78,916
    
    
    
    116,297Note payable, variable interest rate 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
    
    
    166,099
    
    
    
    301,9996.85% notes payable, with combined monthly payments of $1,098,
due September 28, 2010, collateralized by vehicles
    
    
    35,646
    
    
    
    43,4736.85% note payable, with a monthly payment of $522, due
October 13, 2010, collateralized by a vehicle
    
    
    17,361
    
    
    
    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
    
    
    603,200
    
    
    
    732,4578.14% note payable, with monthly principal payments of
$30,470 plus interest, due March 28, 2011, collateralized
by equipment
    
    
    1,279,757
    
    
    
    1,553,9908.45% notes payable, with combined monthly principal
payments of $26,182 plus interest, due June 28, 2011,
collateralized by equipment
    
    
    1,178,212
    
    
    
    1,413,8557.46% note payable, with a monthly payment of $13,867, due
May 26, 2021, collateralized by a building and land
    
    
    1,421,983
    
    
    
    1,465,9277.55% note payable, with a monthly payment of $550, due
July 20, 2011, collateralized by a vehicle
    
    
    21,897
    
    
    
    25,4917.94% note payable, with a monthly payment of $2,654, due
January 13, 2012, collateralized by vehicles
    
    
    116,422
    
    
    
    7.90% note payable, with monthly principal payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment
    
    
    538,714
    
    
    
    635,682$
    6,987,513
    
    
    $
    9,986,753
 10




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  September 30,
    
    
    December 31,2007
    
    
    2006Total from previous page
    
    $
    6,987,513
    
    
    $
    9,986,7537.04% note payable, with monthly principal payments of
$4,496 plus interest, due September 30, 2009,
collateralized by equipment
    
    
    107,911
    
    
    
    148,3787.13% note payable, with monthly principal payments of
$34,966 plus interest, due February 28, 2013,
collateralized by equipment
    
    
    2,272,819
    
    
    
    7.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012,
collateralized by equipment
    
    
    284,892
    
    
    
    7.35% note payable, with monthly principal payments of
$2,793 plus interest, due September 28, 2012,
collateralized by equipment
    
    
    167,561
    
    
    
    6.77% note payable, with a monthly payment of $1,745, due
September 17, 2012, collateralized by vehicles
    
    
    88,630
    
    
    
    Line of credit, variable interest rate was 8.00% at September 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
    
    
    964,012
    
    
    
    650,18010,873,338
    
    
    
    10,785,311Less: current portion
    
    
    (2,282,013
    )
    
    
    (2,515,522
    )$
    8,591,325
    
    
    $
    8,269,789
  2008
    
    $
    2,282,0132009
    
    
    3,068,8672010
    
    
    1,987,7292011
    
    
    1,605,2482012
    
    
    696,460Subsequent to 2012
    
    
    1,233,021$
    10,873,338
 5. Line of Credit:
  11




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 5. Line of Credit (Continued):
  6. Commitments:
  2008
    
    $
    120,8982009
    
    
    120,8982010
    
    
    62,4592011
    
    
    4,0212012
    
    
    1,676$
    309,952
   12




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 7. Earnings per Share:
   Nine months ended
    
    Three months endedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Weighted average common shares
outstanding
    
    
    3,807,949
    
    
    
    3,807,500
    
    
    
    3,808,848
    
    
    
    3,807,500Dilutive effect of:Stock options and warrants
    
    
    19,395
    
    
    
    34,773
    
    
    
    23,495
    
    
    
    Weighted average common shares
outstanding assuming dilution
    
    
    3,827,344
    
    
    
    3,842,273
    
    
    
    3,832,343
    
    
    
    3,807,500
    13




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 8. Income Taxes:
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statement Disclosure
    14




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##### Table of Contents



General
   Overview
  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
  Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(dollars in thousands)
    
    (Unaudited)
    
    
    (Unaudited)Revenue
    
    $
    60,520
    
    
    
    97.7
    %
    
    $
    64,349
    
    
    
    99.4
    %
    
    $
    18,706
    
    
    
    98.0
    %
    
    $
    20,419
    
    
    
    99.2
    %Related party revenue
    
    
    1,438
    
    
    
    2.3
    %
    
    
    373
    
    
    
    0.6
    %
    
    
    387
    
    
    
    2.0
    %
    
    
    174
    
    
    
    0.8
    %Total revenue
    
    
    61,958
    
    
    
    100.0
    %
    
    
    64,722
    
    
    
    100.0
    %
    
    
    19,093
    
    
    
    100.0
    %
    
    
    20,593
    
    
    
    100.0
    %Gross profit
    
    
    5,573
    
    
    
    9.0
    %
    
    
    7,435
    
    
    
    11.5
    %
    
    
    1,115
    
    
    
    5.8
    %
    
    
    1,921
    
    
    
    9.3
    %General and
administrative expenses
    
    
    3,464
    
    
    
    5.6
    %
    
    
    3,291
    
    
    
    5.1
    %
    
    
    1,156
    
    
    
    6.0
    %
    
    
    902
    
    
    
    4.4
    %Income (loss) from
operations
    
    
    2,109
    
    
    
    3.4
    %
    
    
    4,143
    
    
    
    6.4
    %
    
    
    (41
    )
    
    
    -0.2
    %
    
    
    1,019
    
    
    
    4.9
    %Interest income
    
    
    284
    
    
    
    0.5
    %
    
    
    297
    
    
    
    0.5
    %
    
    
    100
    
    
    
    0.5
    %
    
    
    117
    
    
    
    0.6
    %Interest expense
    
    
    (110
    )
    
    
    -0.2
    %
    
    
    (116
    )
    
    
    -0.2
    %
    
    
    (29
    )
    
    
    -0.2
    %
    
    
    (52
    )
    
    
    -0.3
    %Income tax expense
    
    
    (958
    )
    
    
    -1.5
    %
    
    
    (1,596
    )
    
    
    -2.5
    %
    
    
    (60
    )
    
    
    -0.3
    %
    
    
    (401
    )
    
    
    -1.9
    %Net income
    
    $
    1,554
    
    
    
    2.5
    %
    
    $
    2,739
    
    
    
    4.2
    %
    
    $
    58
    
    
    
    0.3
    %
    
    $
    680
    
    
    
    3.3
    %Depreciation and
amortization
    
    $
    3,231
    
    
    
    5.2
    %
    
    $
    2,636
    
    
    
    4.1
    %
    
    $
    1,125
    
    
    
    5.9
    %
    
    $
    980
    
    
    
    4.8
    %
 Nine Months Ended September 30, 2007 compared to Nine Months Ended September 30, 2006
 Revenue
 17




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##### Table of Contents



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




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##### Table of Contents



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



Nine months endedSeptember 30,2007
    
    2006(dollars in thousands)
    
    (Unaudited)Cash flows provided by operating activities
    
    $
    5,206
    
    
    $
    4,960Cash flows used in investing activities
    
    
    (3,147
    )
    
    
    (7,723
    )Cash flows provided by (used in) financing activities
    
    
    (1,835
    )
    
    
    375
    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
    
    $
    10,873
    
    
    $
    2,282
    
    
    $
    5,057
    
    
    $
    2,301
    
    
    $
    1,233Interest payments on
long-term debt (1)
    
    
    2,177
    
    
    
    732
    
    
    
    962
    
    
    
    317
    
    
    
    166Capital lease obligations
    
    
    9
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    7,573
    
    
    
    2,792
    
    
    
    3,869
    
    
    
    912
    
    
    
    Purchase obligations
    
    
    24,667
    
    
    
    3,615
    
    
    
    6,634
    
    
    
    4,740
    
    
    
    9,678Other long term liabilities (2)
    
    
    422
    
    
    
    356
    
    
    
    66
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    45,721
    
    
    $
    9,786
    
    
    $
    16,588
    
    
    $
    8,270
    
    
    $
    11,077
 
 (1)
    
    Interest payments are based on the individual interest rates of each
obligation, which range from 5.22% to 8.45% 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 Disclosure 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
  22




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##### Table of Contents



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
 
 SIGNATURE
  READY MIX, INC.(Registrant)By
    
    /s/ Bradley E. Larson

Bradley E. LarsonChief Executive OfficerNovember 7, 2007By
    
    /s/ Clint Tryon

Clint TryonChief Financial Officer, Secretary and Treasurer(Principal Accounting Officer)November 7, 2007
 23