##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 Commission File No 001-32440
 Ready Mix, Inc.
  Nevada
(State or other Jurisdiction of
incorporation or organization)
    
    86-0830443
(I.R.S. Employer Identification Number)
 3430 East Flamingo Road, Suite 100
Las Vegas, Nevada 89121
(702) 433-2090
 o þ
 o þ
 o þ
  Common Stock, $.001 par value
3,807,500 shares




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READY MIX, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2005
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets  As of September 30, 2005 (Unaudited) and
December 31, 2004
    
    
    3Condensed Statements of Operations (Unaudited)  Nine months ended and
Three months ended September 30, 2005 and 2004
    
    
    4Condensed Statements of Changes in Stockholders Equity (Unaudited)  Nine
months ended September 30, 2005
    
    
    5Condensed
Statements of Cash Flows (Unaudited)  Nine months ended
September 30, 2005 and 2004
    
    
    6Notes to Condensed Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22EX-31.1EX-31.2EX-32.1
  2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 READY
MIX, INC.
 
 CONDENSED BALANCE SHEETS
 September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    14,091,316
    
    
    $
    1,424,629Accounts receivable, net
    
    
    8,117,940
    
    
    
    6,524,504Inventory
    
    
    638,872
    
    
    
    604,558Prepaid expenses
    
    
    924,437
    
    
    
    793,017Deferred tax asset
    
    
    226,269
    
    
    
    555,472Total current assets
    
    
    23,998,834
    
    
    
    9,902,180Property and equipment, net
    
    
    15,578,573
    
    
    
    12,503,497Refundable deposits
    
    
    141,530
    
    
    
    8,108Total assets
    
    $
    39,718,937
    
    
    $
    22,413,785Liabilities and stockholders equity:Current liabilities:Accounts payable
    
    $
    3,841,062
    
    
    $
    4,043,550Accrued liabilities
    
    
    1,609,552
    
    
    
    1,246,059Notes payable
    
    
    2,637,189
    
    
    
    2,550,884Obligations under capital leases
    
    
    461,782
    
    
    
    440,866Due to affiliate
    
    
    21,233
    
    
    
    1,379,326Intercompany income tax allocation payable
    
    
    
    
    
    
    1,298,367Total current liabilities
    
    
    8,570,818
    
    
    
    10,959,052Notes payable, less current portion
    
    
    5,386,346
    
    
    
    4,626,698Obligations under capital leases, less current portion
    
    
    374,920
    
    
    
    723,918Deferred tax liability
    
    
    1,759,826
    
    
    
    1,759,826Total liabilities
    
    
    16,091,910
    
    
    
    18,069,494Commitments and contingenciesStockholders equity:Preferred stock  $.001 par value; 5,000,000 shares authorized,
none issued and outstanding
    
    
    
    
    
    
    Common stock  $.001 par value; 15,000,000 shares authorized,
3,807,500 and 2,025,000 issued and outstanding
    
    
    3,808
    
    
    
    2,025Additional paid-in capital
    
    
    17,647,011
    
    
    
    497,975Retained earnings
    
    
    5,976,208
    
    
    
    3,844,291Total stockholders equity
    
    
    23,627,027
    
    
    
    4,344,291Total liabilities and stockholders equity
    
    $
    39,718,937
    
    
    $
    22,413,785
  3




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READY MIX, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue:Revenue
    
    $
    49,965,790
    
    
    $
    44,649,229
    
    
    $
    18,708,224
    
    
    $
    16,211,008Revenue  related parties
    
    
    703,186
    
    
    
    108,808
    
    
    
    143,314
    
    
    
    96,313Total revenue
    
    
    50,668,976
    
    
    
    44,758,037
    
    
    
    18,851,538
    
    
    
    16,307,321Cost of revenue
    
    
    45,074,022
    
    
    
    39,881,655
    
    
    
    16,407,852
    
    
    
    14,285,153Gross profit
    
    
    5,594,954
    
    
    
    4,876,382
    
    
    
    2,443,686
    
    
    
    2,022,168General and administrative expenses
    
    
    2,153,774
    
    
    
    1,797,976
    
    
    
    571,507
    
    
    
    609,232Income from operations
    
    
    3,441,180
    
    
    
    3,078,406
    
    
    
    1,872,179
    
    
    
    1,412,936Other income (expense):Interest income
    
    
    65,516
    
    
    
    15,539
    
    
    
    51,266
    
    
    
    (8,916
    )Interest expense
    
    
    (191,768
    )
    
    
    (189,747
    )
    
    
    (60,898
    )
    
    
    (52,029
    )Other income (expense)
    
    
    16,192
    
    
    
    (23,774
    )
    
    
    3,903
    
    
    
    (27,070
    )(110,060
    )
    
    
    (197,982
    )
    
    
    (5,729
    )
    
    
    (88,015
    )Income before income taxes
    
    
    3,331,120
    
    
    
    2,880,424
    
    
    
    1,866,450
    
    
    
    1,324,921Income tax expense
    
    
    1,199,203
    
    
    
    1,080,159
    
    
    
    671,922
    
    
    
    496,845Net income
    
    $
    2,131,917
    
    
    $
    1,800,265
    
    
    $
    1,194,528
    
    
    $
    828,076Basic net income per common share
    
    $
    0.94
    
    
    $
    0.89
    
    
    $
    0.43
    
    
    $
    0.41Diluted net income per common share
    
    $
    0.93
    
    
    $
    0.89
    
    
    $
    0.42
    
    
    $
    0.41Basic weighted average common
shares outstanding
    
    
    2,270,417
    
    
    
    2,025,000
    
    
    
    2,761,250
    
    
    
    2,025,000Diluted weighted average common
shares outstanding
    
    
    2,290,073
    
    
    
    2,025,000
    
    
    
    2,820,220
    
    
    
    2,025,000
  4




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READY MIX, INC.
 
 CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
 Common StockNumber of
    
    
    
    
    
    AdditionalShares
    
    
    
    
    
    Paid-in
    
    RetainedOutstanding
    
    Amount
    
    Capital
    
    EarningsBalance at January 1, 2005
    
    
    2,025,000
    
    
    $
    2,025
    
    
    $
    497,975
    
    
    $
    3,844,291Common stock issued during
initial public offering (1)
    
    
    1,782,500
    
    
    
    1,783
    
    
    
    17,149,036Net income for the nine
months
ended September 30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,131,917Balance at September 30, 2005
    
    
    3,807,500
    
    
    $
    3,808
    
    
    $
    17,647,011
    
    
    $
    5,976,208
 
 (1)
    
      Additional paid-in capital as reported is net of offering costs, as of
September 30, 2005, in the amount of $2,456,681.  5




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READY MIX, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine months endedSeptember 30,2005
    
    
    2004Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    49,370,122
    
    
    $
    44,386,996Cash paid to suppliers and employees
    
    
    (45,892,202
    )
    
    
    (40,662,574
    )Taxes paid
    
    
    (2,168,367
    )
    
    
    Interest received
    
    
    65,516
    
    
    
    15,539Interest paid
    
    
    (191,768
    )
    
    
    (189,747
    )Net cash provided by operating activities
    
    
    1,183,301
    
    
    
    3,550,214Cash flows from investing activities:Purchase of property and equipment
    
    
    (2,496,214
    )
    
    
    (1,014,670
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    60,000Net cash used in investing activities
    
    
    (2,496,214
    )
    
    
    (954,670
    )Cash flows from financing activities:Proceeds from the issuance of common stock
    
    
    17,747,900
    
    
    
    Offering costs from the issuance of common stock
    
    
    (597,081
    )
    
    
    Received from (repayment of) due to affiliate
    
    
    (1,358,093
    )
    
    
    141,595Proceeds from notes payable
    
    
    543,598
    
    
    
    68,570Repayment of notes payable
    
    
    (2,028,642
    )
    
    
    (1,259,507
    )Repayment of capital lease obligations
    
    
    (328,082
    )
    
    
    (447,839
    )Net cash provided by (used in) financing
activities
    
    
    13,979,600
    
    
    
    (1,497,181
    )Net increase in cash and cash equivalents
    
    
    12,666,687
    
    
    
    1,098,363Cash and cash equivalents at beginning of period
    
    
    1,424,629
    
    
    
    300,667Cash and cash equivalents at end of period
    
    $
    14,091,316
    
    
    $
    1,399,030Reconciliation of net income to net cash provided by
operating activities:Net income
    
    $
    2,131,917
    
    
    $
    1,800,265Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    1,752,135
    
    
    
    1,122,610Intercompany income tax allocation payable
    
    
    (1,298,367
    )
    
    
    1,080,159Loss on sale of property and equipment
    
    
    
    
    
    
    31,545Deferred taxes, net
    
    
    329,203
    
    
    
    Provision for doubtful accounts
    
    
    (278,390
    )
    
    
    (128,894
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,315,046
    )
    
    
    (378,812
    )Prepaid expenses
    
    
    (131,420
    )
    
    
    (158,218
    )Inventory
    
    
    (34,314
    )
    
    
    112,981Refundable deposits
    
    
    (133,422
    )
    
    
    55,102Accounts payable
    
    
    (202,488
    )
    
    
    (184,401
    )Accrued liabilities
    
    
    363,493
    
    
    
    197,877Net cash provided by operating activities
    
    $
    1,183,301
    
    
    $
    3,550,214
  6




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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:
      7




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Stock Option Expense:
   Nine months endedSeptember 30,2005
    
    
    2004Net income, as reported
    
    $
    2,131,917
    
    
    $
    1,800,265Add: Stock-based employee compensation
expense included in reported income,
net of related tax effects
    
    
    
    
    
    
    Deduct: Total stock-based employee
compensation expense determined under
fair value based methods for all awards,
net of related tax effects
    
    
    (72,657
    )
    
    
    Pro forma net income
    
    $
    2,059,260
    
    
    $
    1,800,265Basic net income per common shareAs reported
    
    $
    0.94
    
    
    $
    0.89Pro forma
    
    
    0.91
    
    
    
    0.89Diluted net income per common shareAs reported
    
    $
    0.93
    
    
    $
    0.89Pro forma
    
    
    0.90
    
    
    
    0.89
  8




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
 1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
 Recent Accounting Pronouncements
  2. Statement of Cash Flows:
 Non-Cash Investing and Financing Activities:
    3. Notes Payable:
  September 30,
    
    
    December 31,2005
    
    
    2004Note payable, variable interest rate was 6.75% at September 30,
2005, with monthly principal payments of $4,121, due March 11,
2006, collateralized by equipment
    
    $
    24,726
    
    
    $
    61,8156.65% note payable, with monthly payments of $25,515, due
January 18, 2005, collateralized by equipment
    
    
    
    
    
    
    25,3746.90% note payable, with monthly payments of $10,238, due
March 1, 2005, collateralized by equipment
    
    
    
    
    
    
    20,301$
    24,726
    
    
    $
    107,490
 9




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
 3. Notes Payable (Continued):
  September 30,
    
    
    December 31,2005
    
    
    2004Total from previous page
    
    $
    24,726
    
    
    $
    107,4907.58% note payable, with monthly payments of $2,641, due
July 11, 2005, collateralized by equipment
    
    
    
    
    
    
    17,6376.65% note payable, with monthly payments of $723, due
July 9, 2006, collateralized by equipment
    
    
    6,331
    
    
    
    12,3555.99% note payable, with monthly payments of $471, due
September 28, 2008, collateralized by a vehicle
    
    
    15,495
    
    
    
    18,954Note payable, variable interest rate was 8.00% at September 30,
2005, with monthly principal payments of $61,458 plus interest,
due December 31, 2007, collateralized by all assets of the Company
    
    
    1,650,108
    
    
    
    2,203,233Non-interest bearing note payable, with monthly payments of $390,
due February 12, 2007, collateralized by equipment
    
    
    6,629
    
    
    
    10,1385.31% note payable, with monthly payments of $1,730, due
March 22, 2009, collateralized by vehicles
    
    
    66,186
    
    
    
    78,8415.31% note payable, with monthly payments of $788, due
April 8, 2009, collateralized by a vehicle
    
    
    30,131
    
    
    
    35,8926.21% note payable, with monthly payments of $4,921 and a
principal payment of $443,902, due April 16, 2009, collateralized
by land
    
    
    540,451
    
    
    
    559,0696.34% note payable, with monthly payments of $3,450 and a
principal payment of $309,412, due April 16, 2009, collateralized
by land
    
    
    376,035
    
    
    
    388,8585.90% note payable, with monthly principal payments of $1,905, plus
interest, due May 24, 2007, collateralized by equipment
    
    
    38,094
    
    
    
    55,2375.22% note payable, with monthly payments of $10,398, due
May 25, 2008, collateralized by equipment
    
    
    310,001
    
    
    
    389,6995.75% note payable, with monthly payments of $59,149, due
April 20, 2006, collateralized by equipment
    
    
    406,223
    
    
    
    908,928$
    3,470,410
    
    
    $
    4,786,331
 10




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
 3. Notes Payable (Continued):
  September 30,
    
    
    December 31,2005
    
    
    2004Total from previous page
    
    $
    3,470,410
    
    
    $
    4,786,3317.05% note payable, with monthly payments of $2,930 and a
principal
payment of $254,742, due August 27, 2009, collateralized by land
    
    
    310,991
    
    
    
    320,6398.55% note payable, with monthly payments of $22,071, due
February 27, 2006, collateralized by vehicles
    
    
    108,038
    
    
    
    293,1045.90% note payable, with monthly payments of $593, due
December 15, 2009, collateralized by vehicles
    
    
    26,701
    
    
    
    30,6846.60% note payable, with monthly payments of $30,812, due
December 15, 2007, collateralized by equipment
    
    
    771,145
    
    
    
    1,003,8386.60% note payable, with monthly payments of $22,806, due
December 29, 2007, collateralized by equipment
    
    
    570,759
    
    
    
    742,9865.90% notes payable, with combined monthly payments of $5,322
due dates ranging from January 31, 2010 to March 11, 2010,
collateralized by vehicles
    
    
    245,592
    
    
    
    7.25% note payable, with monthly payments of $4,153, due
May 4, 2009, collateralized by equipment
    
    
    178,599
    
    
    
    Note payable, variable interest rate was 8.00% at September 30,
2005, with monthly principal payments of $21,429 plus interest,
due July 29, 2012, collateralized by mining water rights
    
    
    1,757,143
    
    
    
    7.50% notes payable, with combined monthly principal payments
of $15,100 plus interest, due September 1, 2008, collateralized
by equipment
    
    
    528,498
    
    
    
    6.85% notes payable, with combined monthly payments of $1,098
due September 28, 2010, collateralized by vehicles
    
    
    55,659
    
    
    
    8,023,535
    
    
    
    7,177,582Less: current portion
    
    
    (2,637,189
    )
    
    
    (2,550,884
    )5,386,346
    
    
    
    4,626,698
  2006
    
    $
    2,637,1892007
    
    
    2,136,0482008
    
    
    1,064,3162009
    
    
    1,419,5132010
    
    
    295,0402011
    
    
    257,1432012
    
    
    214,286$
    8,023,535
 11




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
 4. Commitments:
  2006
    
    $
    761,5662007
    
    
    705,6362008
    
    
    705,6362009
    
    
    705,6362010
    
    
    256,635$
    3,135,109
    Legal proceedings:
  12




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READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
 5. Earnings per Share:
  Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Weighted average common shares
outstanding
    
    
    2,270,417
    
    
    
    2,025,000
    
    
    
    2,761,250
    
    
    
    2,025,000Dilutive effect of:Stock options
    
    
    19,656
    
    
    
    
    
    
    
    58,970
    
    
    
    Weighted average common shares
outstanding assuming dilution
    
    
    2,290,073
    
    
    
    2,025,000
    
    
    
    2,820,220
    
    
    
    2,025,000
    6. Income Taxes:
    13




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




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Critical Accounting Policies, Estimates and Judgments
       15




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Results of Operations
   Nine months ended
    
    
    Three months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(dollars in thousands)
    
    (Unaudited)
    
    
    (Unaudited)Revenue
    
    $
    49,966
    
    
    
    98.6
    %
    
    $
    44,649
    
    
    
    99.8
    %
    
    $
    18,708
    
    
    
    99.2
    %
    
    $
    16,211
    
    
    
    99.4
    %Related party
revenue
    
    
    703
    
    
    
    1.4
    %
    
    
    109
    
    
    
    0.2
    %
    
    
    144
    
    
    
    0.8
    %
    
    
    96
    
    
    
    0.6
    %Total revenue
    
    
    50,669
    
    
    
    100.0
    %
    
    
    44,758
    
    
    
    100.0
    %
    
    
    18,852
    
    
    
    100.0
    %
    
    
    16,307
    
    
    
    100.0
    %Gross profit
    
    
    5,595
    
    
    
    11.0
    %
    
    
    4,876
    
    
    
    10.9
    %
    
    
    2,444
    
    
    
    13.0
    %
    
    
    2,022
    
    
    
    12.4
    %General and administrative
expenses
    
    
    2,154
    
    
    
    4.2
    %
    
    
    1,798
    
    
    
    4.0
    %
    
    
    572
    
    
    
    3.0
    %
    
    
    609
    
    
    
    3.7
    %Income from operations
    
    
    3,441
    
    
    
    6.8
    %
    
    
    3,078
    
    
    
    6.9
    %
    
    
    1,872
    
    
    
    10.0
    %
    
    
    1,413
    
    
    
    8.7
    %Interest income
    
    
    66
    
    
    
    0.1
    %
    
    
    16
    
    
    
    0.0
    %
    
    
    51
    
    
    
    0.3
    %
    
    
    (9
    )
    
    
    -0.1
    %Interest expense
    
    
    (192
    )
    
    
    -0.4
    %
    
    
    (190
    )
    
    
    -0.4
    %
    
    
    (61
    )
    
    
    -0.3
    %
    
    
    (52
    )
    
    
    -0.3
    %Income tax expense
    
    
    (1,199
    )
    
    
    -2.4
    %
    
    
    (1,080
    )
    
    
    -2.4
    %
    
    
    (672
    )
    
    
    -3.6
    %
    
    
    (497
    )
    
    
    -3.0
    %Net income
    
    $
    2,132
    
    
    
    4.2
    %
    
    $
    1,800
    
    
    
    4.0
    %
    
    $
    1,195
    
    
    
    6.3
    %
    
    $
    828
    
    
    
    5.1
    %Depreciation and
amortization
    
    
    1,752
    
    
    
    3.5
    %
    
    
    1,123
    
    
    
    2.5
    %
    
    
    601
    
    
    
    3.2
    %
    
    
    450
    
    
    
    2.8
    %
 Nine Months Ended September 30, 2005 compared to Nine Months Ended September 30, 2004
 Revenue.
 Gross Profit.
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##### Table of Contents



Depreciation and Amortization. th
 General and Administrative Expenses.
 Interest Income and Expense.
 Income taxes.
 Net Income.
 Three Months Ended September 30, 2005 compared to Three Months Ended September 30, 2004
 Revenue. rd rd rd rd rd rd rd
 Gross Profit. rd rd rd rd rd rd
 Depreciation and Amortization. rd rd th
 General and Administrative Expenses. rd rd
 17




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##### Table of Contents



Interest Income and Expense. rd rd rd rd
 Income Taxes. rd rd rd
 Net Income. rd rd
 Liquidity and Capital Resources
        18




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##### Table of Contents



Nine months endedSeptember 30,2005
    
    2004(Unaudited)(dollars in thousands)Cash flows provided by operating activities
    
    $
    1,183
    
    
    $
    3,550Cash flows used in investing activities
    
    
    (2,496
    )
    
    
    (955
    )Cash flows provided by (used in) financing activities
    
    
    13,980
    
    
    
    (1,497
    )
    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
    
    $
    8,023
    
    
    $
    2,637
    
    
    $
    3,200
    
    
    $
    1,715
    
    
    $
    471Interest payments on
long-term debt (1)
    
    
    1,116
    
    
    
    441
    
    
    
    477
    
    
    
    164
    
    
    
    34Capital lease obligations
    
    
    885
    
    
    
    500
    
    
    
    385
    
    
    
    
    
    
    
    Operating leases
    
    
    6,139
    
    
    
    2,034
    
    
    
    2,977
    
    
    
    1,128
    
    
    
    Purchase obligations
    
    
    5,654
    
    
    
    1,302
    
    
    
    2,478
    
    
    
    1,874
    
    
    
    Other long term
liabilities (2)
    
    
    1,411
    
    
    
    501
    
    
    
    844
    
    
    
    66
    
    
    
    Total contractual obligations
    
    $
    23,228
    
    
    $
    7,415
    
    
    $
    10,361
    
    
    $
    4,947
    
    
    $
    505
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##### Table of Contents



(1)
    
    Interest payments are based on the individual interest rates of each
obligation, which range from 5.22% to 8.55% per annum. We do not assume an increase in
the variable interest rate. See Note 3Notes payable in the accompanying financial
statements.(2)
    
    Other long-term liabilities include employment contracts with two of our key
executive officers that call for annual salaries of $127,000 and $110,000 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. Recent Accounting Pronouncements
  Website Access
  
 Item 3. Quantitative and Qualitative Disclosure About Market Risk
     20




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##### Table of Contents



Item 4. Controls and Procedures
  
 PART
II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    Underwriting discount and commissions
    
    $
    1,909,600Registration, filing and listing fees
    
    
    51,098Printing costs
    
    
    190,084Legal fees and expenses
    
    
    160,423Accounting fees and expenses
    
    
    131,712Miscellaneous
    
    
    13,764Total expenses
    
    $
    2,456,681
  21




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##### Table of Contents



(dollars in
thousands)Repayment of debt to Meadow Valley
    
    $
    2,042Repayment of intercompany income tax
allocation payable
    
    
    2,168Purchase of plant, equipment and land
    
    
    963Working capital
    
    
    5,867Total expenditures
    
    $
    11,040
 
 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 Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certifications 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. LarsonBradley E. LarsonChief Executive OfficerBy
    
    /s/ Clint TryonClint TryonChief Financial Officer, Secretary and Treasurer(Principal Accounting Officer)
 22