##### 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, 2008
 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
  Large accelerated filer
o
    
    Accelerated filer o
    
    Non-accelerated filer  
þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 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, 2008
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets  As of June 30, 2008 (Unaudited) and December 31, 2007
    
    
    3Condensed Statements of Operations (Unaudited)  Six months and three months ended June 30, 2008 and 2007 and Changes in Stockholders Equity (Unaudited)
    
    
    4Condensed Statements of Cash Flows (Unaudited)  Six months ended June 30, 2008 and 2007
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 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-10.17EX-10.18EX-10.19EX-10.20EX-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 31,2008
    
    
    2007(Unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    7,443,238
    
    
    $
    9,157,868Accounts receivable, net
    
    
    8,762,869
    
    
    
    7,892,523Inventory
    
    
    1,551,144
    
    
    
    1,151,926Prepaid expenses
    
    
    918,946
    
    
    
    1,156,086Due from affiliate
    
    
    
    
    
    
    37,859Income tax receivable
    
    
    602,444
    
    
    
    Deferred tax asset
    
    
    385,170
    
    
    
    359,396Total current assets
    
    
    19,663,811
    
    
    
    19,755,658Property and equipment, net
    
    
    25,716,032
    
    
    
    26,347,234Refundable deposits
    
    
    144,416
    
    
    
    176,188Total assets
    
    $
    45,524,259
    
    
    $
    46,279,080Liabilities and stockholders equity:Current liabilities:Accounts payable
    
    $
    3,749,164
    
    
    $
    3,888,856Accrued liabilities
    
    
    1,734,278
    
    
    
    2,023,403Notes payable
    
    
    3,110,226
    
    
    
    2,019,192Obligations under capital leases
    
    
    
    
    
    
    4,634Due to affiliate
    
    
    140,292
    
    
    
    Income tax payable
    
    
    
    
    
    
    11,738Total current liabilities
    
    
    8,733,960
    
    
    
    7,947,823Notes payable, less current portion
    
    
    7,287,033
    
    
    
    7,821,295Deferred tax liability
    
    
    1,290,823
    
    
    
    1,290,823Total liabilities
    
    
    17,311,816
    
    
    
    17,059,941Commitments 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
    
    
    18,302,256
    
    
    
    18,190,971Retained earnings
    
    
    9,906,377
    
    
    
    11,024,358Total stockholders equity
    
    
    28,212,443
    
    
    
    29,219,139Total liabilities and stockholders equity
    
    $
    45,524,259
    
    
    $
    46,279,080
  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 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue:Revenue
    
    $
    32,595,666
    
    
    $
    41,814,357
    
    
    $
    16,905,255
    
    
    $
    22,103,800Revenue  related parties
    
    
    265,042
    
    
    
    1,050,921
    
    
    
    168,931
    
    
    
    399,036Total revenue
    
    
    32,860,708
    
    
    
    42,865,278
    
    
    
    17,074,186
    
    
    
    22,502,836Cost of revenue
    
    
    32,579,885
    
    
    
    38,406,845
    
    
    
    16,790,678
    
    
    
    20,145,417Gross profit
    
    
    280,823
    
    
    
    4,458,433
    
    
    
    283,508
    
    
    
    2,357,419General and administrative expenses
    
    
    2,090,919
    
    
    
    2,308,521
    
    
    
    1,059,069
    
    
    
    1,146,525Income (loss) from operations
    
    
    (1,810,096
    )
    
    
    2,149,912
    
    
    
    (775,561
    )
    
    
    1,210,894Other income (expense):Interest income
    
    
    104,698
    
    
    
    183,791
    
    
    
    33,360
    
    
    
    95,344Interest expense
    
    
    (54,889
    )
    
    
    (80,958
    )
    
    
    (27,369
    )
    
    
    (38,840
    )Other income
    
    
    13,442
    
    
    
    140,650
    
    
    
    40,037
    
    
    
    44,84063,251
    
    
    
    243,483
    
    
    
    46,028
    
    
    
    101,344Income (loss) before income taxes
    
    
    (1,746,845
    )
    
    
    2,393,395
    
    
    
    (729,533
    )
    
    
    1,312,238Income tax benefit (expense)
    
    
    628,864
    
    
    
    (897,290
    )
    
    
    262,632
    
    
    
    (514,619
    )Net income (loss)
    
    $
    (1,117,981
    )
    
    $
    1,496,105
    
    
    $
    (466,901
    )
    
    $
    797,619Basic net income (loss) per common share
    
    $
    (0.29
    )
    
    $
    0.39
    
    
    $
    (0.12
    )
    
    $
    0.21Diluted net income (loss) per common share
    
    $
    (0.29
    )
    
    $
    0.39
    
    
    $
    (0.12
    )
    
    $
    0.21Basic weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    3,807,500
    
    
    
    3,809,500
    
    
    
    3,807,500Diluted weighted average common
shares outstanding
    
    
    3,809,500
    
    
    
    3,825,592
    
    
    
    3,809,500
    
    
    
    3,832,491
 Common StockNumber of
    
    
    
    
    
    
    AdditionalShares
    
    
    
    
    
    
    Paid-in
    
    
    RetainedOutstanding
    
    
    Amount
    
    
    Capital
    
    
    EarningsBalance at January 1, 2008
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,190,971
    
    
    $
    11,024,358Stock based compensation
    
    
    
    
    
    
    
    
    
    
    111,285Net loss for the six months
ended June 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,117,981
    )Balance at June 30, 2008
    
    
    3,809,500
    
    
    $
    3,810
    
    
    $
    18,302,256
    
    
    $
    9,906,377
  4




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##### Table of Contents



READY MIX, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Six months endedJune 30,2008
    
    
    2007Increase (decrease) in cash and cash equivalents:Cash flows from operating activities:Cash received from customers
    
    $
    32,123,984
    
    
    $
    41,051,135Cash paid to suppliers and employees
    
    
    (32,780,017
    )
    
    
    (37,065,281
    )Taxes paid
    
    
    (11,092
    )
    
    
    (1,181,202
    )Interest received
    
    
    104,698
    
    
    
    183,791Interest paid
    
    
    (54,889
    )
    
    
    (80,958
    )Net cash provided by (used in) operating activities
    
    
    (617,316
    )
    
    
    2,907,485Cash flows from investing activities:Purchase of property and equipment
    
    
    (558,879
    )
    
    
    (2,118,115
    )Cash received from sale of equipment
    
    
    111,726
    
    
    
    171,754Net cash used in investing activities
    
    
    (447,153
    )
    
    
    (1,946,361
    )Cash flows from financing activities:Received from (paid to) due to affiliate
    
    
    178,151
    
    
    
    (70,465
    )Proceeds from notes payable
    
    
    590,676
    
    
    
    2,699,929Repayment of notes payable
    
    
    (1,414,354
    )
    
    
    (3,518,305
    )Repayment of capital lease obligations
    
    
    (4,634
    )
    
    
    (238,127
    )Net cash used in financing activities
    
    
    (650,161
    )
    
    
    (1,126,968
    )Net decrease in cash and cash equivalents
    
    
    (1,714,630
    )
    
    
    (165,844
    )Cash and cash equivalents at beginning of period
    
    
    9,157,868
    
    
    
    8,369,875Cash and cash equivalents at end of period
    
    $
    7,443,238
    
    
    $
    8,204,031Reconciliation of net income (loss) to net cash provided by (used in)
operating activities:Net income (loss)
    
    $
    (1,117,981
    )
    
    $
    1,496,105Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    2,339,349
    
    
    
    2,105,800(Gain) loss on sale of equipment
    
    
    119,456
    
    
    
    (56,608
    )Deferred taxes, net
    
    
    (25,774
    )
    
    
    (13,091
    )Stock-based compensation expense
    
    
    111,285
    
    
    
    135,441Provision for doubtful accounts
    
    
    (724
    )
    
    
    (31,301
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (869,622
    )
    
    
    (1,898,185
    )Prepaid expenses
    
    
    237,140
    
    
    
    208,307Inventory
    
    
    (399,218
    )
    
    
    109,922Refundable deposits
    
    
    31,772
    
    
    
    601,476Accounts payable
    
    
    (139,692
    )
    
    
    789,179Accrued liabilities
    
    
    (289,125
    )
    
    
    (268,739
    )Income tax payable
    
    
    (614,182
    )
    
    
    (270,821
    )Net cash provided by (used in) operating activities
    
    $
    (617,316
    )
    
    $
    2,907,485
  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 customers 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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##### Table of Contents



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 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.
 Recent Accounting Pronouncements:
     7




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Stock-Based Compensation:
   Equity Incentive Plan:
    Awards grantedduring the six
    
    Awards grantedmonths ended
    
    prior toJune 30, 2008
    
    January 1, 2008Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    35.5
    %
    
    
    21.4% - 39.1
    %Weighted-average volatility
    
    
    35.50
    %
    
    
    27.18
    %Risk-free interest rate
    
    
    3.00
    %
    
    
    5.00
    %Expected life of options (in years)
    
    
    5
    
    
    
    3-5Weighted-average grant-date fair value
    
    $
    2.31
    
    
    $
    2.40
  8




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 2. Stock-Based Compensation (Continued):
  Weighted AverageWeighted Average
    
    
    Remaining
    
    
    Aggregate
    
    
    AggregateExercise Price
    
    
    Contractual
    
    
    Fair
    
    
    IntrinsicShares
    
    
    per Share
    
    
    Term (1)
    
    
    Value
    
    
    Value (2)Outstanding January 1, 2008
    
    
    366,125
    
    
    $
    11.01
    
    
    
    2.75
    
    
    $
    935,166Granted
    
    
    20,000
    
    
    
    6.40
    
    
    
    
    
    
    
    46,200Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited or expired
    
    
    (7,000
    )
    
    
    11.00
    
    
    
    
    
    
    
    (13,650
    )Outstanding June 30, 2008
    
    
    379,125
    
    
    $
    10.76
    
    
    
    2.39
    
    
    $
    967,716
    
    
    $
    Exercisable June 30, 2008
    
    
    305,708
    
    
    $
    10.82
    
    
    
    2.16
    
    
    $
    180,668
    
    
    $
    
 
 (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, 2008, for those awards that have an exercise price currently below the closing
price as of June 30, 2008. Awards with an exercise price above the closing price as of
June 30, 2008 are considered to have no intrinsic value.  Weighted AverageGrant-DateShares
    
    Fair ValueNonvested stock options at January 1, 2008
    
    
    149,375
    
    
    $
    2.61Granted
    
    
    20,000
    
    
    
    Vested
    
    
    (91,458
    )
    
    
    2.03Forfeited
    
    
    (4,500
    )
    
    
    1.95Nonvested stock options at June 30, 2008
    
    
    73,417
    
    
    $
    3.28
  3. Statement of Cash Flows:
 Non-Cash Investing and Financing Activities:
    9




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable:
  June 30,
    
    
    December 31,2008
    
    
    20075.99% note payable, with monthly payments of
$471, due September 28, 2008, collateralized by a
vehicle
    
    $
    1,400
    
    
    $
    4,1385.31% note payable, with monthly payments of $
1,730, due March 22, 2009, collateralized
by vehicles
    
    
    2,364
    
    
    
    4,8585.31% note payable, with monthly payments of
$788, due April 8, 2009, collateralized by a
vehicle
    
    
    6,935
    
    
    
    11,4086.21% note payable, with monthly payments of $
4,921 and a principal payment of $443,902,
due April 16, 2009, collateralized
by land
    
    
    464,235
    
    
    
    479,0436.34% note payable, with monthly payments of $
3,450 and a principal payment of $309,412, due
April 16, 2009, collateralized
by land
    
    
    323,417
    
    
    
    333,6525.22% note payable, with monthly payments of $
10,398, due May 25, 2008, collateralized by
equipment
    
    
    
    
    
    
    51,3467.05% note payable, with monthly payments of $
2,930 and a principal payment of $254,742, due
August 27, 2009, collateralized by land
    
    
    270,752
    
    
    
    278,6015.90% note payable, with monthly payments of
$593, due December 15, 2009, collateralized a vehicle
    
    
    10,195
    
    
    
    13,3985.90% notes payable, with combined monthly
payments of $5,322, due dates ranging from
January 31, 2010 to March 11, 2010, collateralized
by vehicles
    
    
    98,553
    
    
    
    127,0877.25% note payable, with monthly payments of $
4,153, due May 4, 2009, collateralized by equipment
    
    
    42,366
    
    
    
    66,4557.50% notes payable, with combined monthly
principal payments of $11,212 plus interest, due
September 1, 2008, collateralized by equipment
    
    
    22,425
    
    
    
    89,6976.85% notes payable, with combined monthly
payments of $1,098, due September 28, 2010,
collateralized by vehicles
    
    
    27,407
    
    
    
    32,9466.85% note payable, with a monthly payment of
$522, due October 13, 2010, collateralized by a vehicle
    
    
    13,468
    
    
    
    16,0867.99% note payable, with monthly principal
payments of $14,362 plus interest, due March 25, 2011,
collateralized by equipment
    
    
    473,943
    
    
    
    560,1148.14% note payable, with monthly principal
payments of $30,470 plus interest, due March
28, 2011, collateralized by equipment
    
    
    1,005,523
    
    
    
    1,188,346$
    2,762,983
    
    
    $
    3,257,175
 10




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  June 30,
    
    
    December 31,2008
    
    
    2007Total from previous page
    
    $
    2,762,983
    
    
    $
    3,257,1758.45% notes payable, with combined monthly principal
payments of $26,182 plus interest, due June 28, 2011,
collateralized by equipment
    
    
    942,569
    
    
    
    1,099,6657.46% note payable, with a monthly payment of $13,867, due
May 26, 2021, collateralized by a building and land
    
    
    1,375,529
    
    
    
    1,406,6897.55% note payable, with a monthly payment of $550, due
July 20, 2011, collateralized by a vehicle
    
    
    18,095
    
    
    
    20,6547.90% note payable, with monthly principal payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment
    
    
    441,745
    
    
    
    506,3917.04% note payable, with monthly principal payments of
$4,496 plus interest, due September 30, 2009,
collateralized by equipment
    
    
    67,445
    
    
    
    94,4237.13% note payable, with monthly principal payments of
$34,966 plus interest, due February 28, 2013,
collateralized by equipment
    
    
    1,958,121
    
    
    
    2,167,9197.94% note payable, with a monthly payment of $2,654, due
January 13, 2012, collateralized by vehicles
    
    
    99,020
    
    
    
    110,7367.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012,
collateralized by equipment
    
    
    236,515
    
    
    
    268,7677.35% note payable, with monthly principal payments of
$2,793 plus interest, due September 28, 2012,
collateralized by equipment
    
    
    142,427
    
    
    
    159,1836.77% note payable, with a monthly payment of $1,745, due
September 17, 2012, collateralized by vehicles
    
    
    77,165
    
    
    
    84,8736.25% notes payable, with combined monthly principal
payments of $5,705 plus interest, due January 28, 2012,
collateralized by equipment
    
    
    245,329
    
    
    
    5.39% note payable, with monthly principal payments of
$2,695 plus interest, due March 21, 2012,
collateralized by equipment
    
    
    121,281
    
    
    
    5.65% note payable, with monthly principal payments of
$11,440 plus interest, due April 18, 2013,
collateralized by equipment
    
    
    663,546
    
    
    
    $
    9,151,770
    
    
    $
    9,176,475
 11




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 4. Notes Payable (Continued):
  June 30,
    
    
    December 31,2008
    
    
    2007Total from previous page
    
    $
    9,151,770
    
    
    $
    9,176,4756.25% note payable, with monthly principal payments of
$5,448 plus interest, due June 26, 2011,
collateralized by equipment
    
    
    196,116
    
    
    
    6.8% notes payable, with combined monthly principal
payments of $9,782 plus interest, due June 26, 2013 and
June 26, 2014, collateralized by equipment
    
    
    685,361
    
    
    
    Line of credit, variable interest rate was 5.25% at June 30,
2008, interest only payments until December 31, 2008, 36 equal
monthly principal payments plus interest therafter, collateralized
by all of the Companys assets
    
    
    364,012
    
    
    
    664,01210,397,259
    
    
    
    9,840,487Less: current portion
    
    
    (3,110,226
    )
    
    
    (2,019,192
    )$
    7,287,033
    
    
    $
    7,821,295
  2009
    
    $
    3,110,2262010
    
    
    2,490,8602011
    
    
    2,042,5852012
    
    
    1,050,4202013
    
    
    613,841Subsequent to 2013
    
    
    1,089,327$
    10,397,259
 5. Line of Credit:
   12




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 6. Commitments:
  2009
    
    $
    643,8372010
    
    
    1,031,2502011
    
    
    1,443,7502012
    
    
    1,650,0002013
    
    
    1,650,000After 2013
    
    
    3,025,000$
    9,443,837
    7. Earnings per Share:
  13




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##### Table of Contents



READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
 7. Earnings per Share (Continued):
  Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Weighted average common shares
outstanding
    
    
    3,809,500
    
    
    
    3,807,500
    
    
    
    3,809,500
    
    
    
    3,807,500Dilutive
effect of: Stock options and warrants
    
    
    
    
    
    
    18,092
    
    
    
    
    
    
    
    24,991Weighted average common shares
outstanding assuming dilution
    
    
    3,809,500
    
    
    
    3,825,592
    
    
    
    3,809,500
    
    
    
    3,832,491
   8. Income Taxes:
   14




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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
  15




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##### Table of Contents



The Las Vegas Housing Market Letter The Phoenix Housing Market Letter
 Critical Accounting Policies, Estimates and Judgments
     16




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##### Table of Contents



New Accounting Pronouncements
   17




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##### Table of Contents



Results of Operations
  Six months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(dollars in thousands)
    
    
    
    
    
    (Unaudited)
    
    
    
    
    
    
    
    
    
    
    (Unaudited)Revenue
    
    $
    32,596
    
    
    
    99.2
    %
    
    $
    41,814
    
    
    
    97.5
    %
    
    $
    16,905
    
    
    
    99.0
    %
    
    $
    22,104
    
    
    
    98.2
    %Related party revenue
    
    
    265
    
    
    
    0.8
    %
    
    
    1,051
    
    
    
    2.5
    %
    
    
    169
    
    
    
    1.0
    %
    
    
    399
    
    
    
    1.8
    %Total revenue
    
    
    32,861
    
    
    
    100.0
    %
    
    
    42,865
    
    
    
    100.0
    %
    
    
    17,074
    
    
    
    100.0
    %
    
    
    22,503
    
    
    
    100.0
    %Gross profit
    
    
    281
    
    
    
    0.9
    %
    
    
    4,458
    
    
    
    10.4
    %
    
    
    284
    
    
    
    1.7
    %
    
    
    2,357
    
    
    
    10.5
    %General and
administrative expenses
    
    
    2,091
    
    
    
    6.4
    %
    
    
    2,308
    
    
    
    5.4
    %
    
    
    1,059
    
    
    
    6.2
    %
    
    
    1,146
    
    
    
    5.1
    %Income (loss) from operations
    
    
    (1,810
    )
    
    
    -5.5
    %
    
    
    2,150
    
    
    
    5.0
    %
    
    
    (776
    )
    
    
    -4.5
    %
    
    
    1,211
    
    
    
    5.4
    %Interest income
    
    
    105
    
    
    
    0.3
    %
    
    
    184
    
    
    
    0.4
    %
    
    
    33
    
    
    
    0.2
    %
    
    
    95
    
    
    
    0.4
    %Interest expense
    
    
    (55
    )
    
    
    -0.2
    %
    
    
    (81
    )
    
    
    -0.2
    %
    
    
    (27
    )
    
    
    -0.2
    %
    
    
    (39
    )
    
    
    -0.2
    %Income tax benefit (expense)
    
    
    629
    
    
    
    1.9
    %
    
    
    (897
    )
    
    
    -2.1
    %
    
    
    263
    
    
    
    1.5
    %
    
    
    (515
    )
    
    
    -2.3
    %Net income (loss)
    
    $
    (1,118
    )
    
    
    -3.4
    %
    
    $
    1,496
    
    
    
    3.5
    %
    
    $
    (467
    )
    
    
    -2.7
    %
    
    $
    798
    
    
    
    3.5
    %Depreciation and
amortization
    
    $
    2,339
    
    
    
    7.1
    %
    
    $
    2,106
    
    
    
    4.9
    %
    
    $
    1,189
    
    
    
    7.0
    %
    
    $
    1,112
    
    
    
    4.9
    %
 Six Months Ended June 30, 2008 compared to Six Months Ended June 30, 2007
 Revenue
 Gross Profit.
 18




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##### Table of Contents



Depreciation and Amortization.
 General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net Income (loss).
 Three Months Ended June 30, 2008 compared to Three Months Ended June 30, 2007
 Revenue
 Gross Profit.
 Depreciation and Amortization.
 19




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##### Table of Contents



General and Administrative Expenses.
 Interest Income and Expense.
 Income Taxes.
 Net income (loss).
 Liquidity and Capital Resources
   Meadow Valley:
    
    June 30, 2008
    
    December 31, 2007Minimum /
    
    
    
    
    
    Minimum /(amounts in thousands)
    
    Maximum
    
    Actual
    
    Maximum
    
    ActualMinimum Net Worth (1)
    
    
    21,156
    
    
    
    37,332
    
    
    
    21,156
    
    
    
    34,527Maximum Leverage (2)
    
    
    n/a
    
    
    
    n/a
    
    
    
    3.0 to 1.0
    
    
    
    1.58 to 1.0Maximun
Funded Debt to EBITDA (3)
    
    
    3.0 to 1.0
    
    
    
    1.11 to 1.0
    
    
    
    3.0 to 1.0
    
    
    
    1.19 to 1.0Minimum CF/CPLTD (4)
    
    
    n/a
    
    
    
    n/a
    
    
    
    1.25 to 1.0
    
    
    
    2.58 to 1.0
 20




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##### Table of Contents



Ready Mix, Inc.:
    
    June 30, 2008
    
    December 31, 2007Minimum
    
    Actual
    
    Minimum
    
    ActualMinimum CF/CPLTD (4)
    
    
    n/a
    
    
    
    n/a
    
    
    
    1.25 to 1.0
    
    
    
    2.84 to 1.0
 
 (1)
    
    Minimum Net Worth is defined as the sum of common stock, additional paid in
capital, retained earnings minus goodwill and other intangible assets, all determined
in accordance with United States Generally Accepted Accounting Principles. Base net
worth of $14,000,000 as of September 15, 2005 plus 75% of net profit for every fiscal
year thereafter, beginning December 31, 2005.(2)
    
    Leverage is defined as total liabilities to Net Worth. Measured at fiscal year
end.(3)
    
    Funded Debt to EBITDA 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.(4)
    
    Minimum CF to CPLTD is defined as cash flow (the sum of net profit,
depreciation and amortization, less dividends, plus or minus extraordinary expenses or
gains, to be determined at WFEs sole discretion) divided by the current portion of
long term debt. Measured at fiscal year end.n/a
    
    Not required to be calculated at the interim period.    Six months endedJune 30,2008
    
    2007(dollars in thousands)
    
    (Unaudited)Cash flows provided by (used in) operating activities
    
    $
    (617
    )
    
    $
    2,907Cash flows used in investing activities
    
    
    (447
    )
    
    
    (1,946
    )Cash flows used in financing activities
    
    
    (650
    )
    
    
    (1,127
    )
    21




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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 obligations
    
    $
    10,397
    
    
    $
    3,110
    
    
    $
    4,534
    
    
    $
    1,664
    
    
    $
    1,089Interest payments on
long-term debt (1)
    
    
    1,815
    
    
    
    698
    
    
    
    720
    
    
    
    257
    
    
    
    140Operating lease obligations
    
    
    5,558
    
    
    
    2,396
    
    
    
    3,052
    
    
    
    110
    
    
    
    Purchase obligations
    
    
    31,136
    
    
    
    3,996
    
    
    
    8,175
    
    
    
    8,040
    
    
    
    10,925Other long term liabilities (2)
    
    
    132
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    49,038
    
    
    $
    10,332
    
    
    $
    16,481
    
    
    $
    10,071
    
    
    $
    12,154
 
 (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 an administrative services agreement with
Meadow Valley in the amount of $22,000 per month expiring December 31, 2008. Website Access
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    22




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##### Table of Contents



Item 4T. Controls and Procedures
        
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  23




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##### Table of Contents



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
  Affirmative
    
    Against
    
    AbstentionDirectors
    
    Votes
    
    Votes
    
    VotesCharles E. Cowan
    
    
    3,523,209
    
    
    
    24,411
    
    
    
    9,181Charles R. Norton
    
    
    3,522,909
    
    
    
    24,745
    
    
    
    9,147Dan H. Stewart
    
    
    3,522,918
    
    
    
    24,736
    
    
    
    9,147Don A. Patterson
    
    
    3,525,518
    
    
    
    21,036
    
    
    
    10,247Bradley E. Larson
    
    
    3,512,261
    
    
    
    35,393
    
    
    
    9,147Robert R. Morris
    
    
    3,516,784
    
    
    
    30,870
    
    
    
    9,147Kenneth D. Nelson
    
    
    3,518,868
    
    
    
    28,686
    
    
    
    9,247
  Affirmative
    
    Against
    
    AbstentionVotes
    
    Votes
    
    Votes3,531,192
    
    19,337
    
    6,272
 
 Item 5. Other Information
  
 Item 6. Exhibits
  10.17
    
    Production Facility Lease (Northwest Las Vegas, Nevada)10.18
    
    Decorative Rock Lease Renewal (Moapa, Nevada)10.19
    
    Production Facility Lease (Buckeye, Arizona)10.20
    
    Production Facility Lease Renewal (Moapa, Nevada)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. Larson

Bradley E. Larson
Chief Executive Officer
August 12, 2008By
    
    /s/ Clint TryonClint Tryon
Chief Financial Officer, Secretary and Treasurer
(Principal Accounting Officer)
August 12, 2008
 25