e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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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
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o |
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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.
(Exact name of registrant as specified in its charter)
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Nevada
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86-0830443 |
(State or other Jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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4602 East Thomas Road
Phoenix, Arizona 85018
(602) 957-2722
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer o |
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Non-accelerated filer
þ
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
Number of shares outstanding of the registrants common stock as of August 8, 2008:
3,809,500 shares of Common Stock, $.001 par value per share
READY MIX, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2008
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
READY MIX, INC.
CONDENSED BALANCE SHEETS
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June 30, |
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December 31, |
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2008 |
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2007 |
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(Unaudited) |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
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$ |
7,443,238 |
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$ |
9,157,868 |
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Accounts receivable, net |
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8,762,869 |
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7,892,523 |
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Inventory |
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1,551,144 |
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1,151,926 |
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Prepaid expenses |
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918,946 |
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1,156,086 |
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Due from affiliate |
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37,859 |
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Income tax receivable |
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602,444 |
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Deferred tax asset |
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385,170 |
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359,396 |
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Total current assets |
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19,663,811 |
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19,755,658 |
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Property and equipment, net |
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25,716,032 |
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26,347,234 |
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Refundable deposits |
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144,416 |
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176,188 |
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Total assets |
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$ |
45,524,259 |
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$ |
46,279,080 |
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Liabilities and stockholders equity: |
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Current liabilities: |
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Accounts payable |
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$ |
3,749,164 |
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$ |
3,888,856 |
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Accrued liabilities |
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1,734,278 |
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2,023,403 |
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Notes payable |
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3,110,226 |
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2,019,192 |
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Obligations under capital leases |
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4,634 |
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Due to affiliate |
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140,292 |
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Income tax payable |
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11,738 |
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Total current liabilities |
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8,733,960 |
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7,947,823 |
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Notes payable, less current portion |
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7,287,033 |
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7,821,295 |
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Deferred tax liability |
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1,290,823 |
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1,290,823 |
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Total liabilities |
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17,311,816 |
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17,059,941 |
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Commitments and contingencies |
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Stockholders equity: |
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Preferred stock $.001 par value; 5,000,000 shares authorized,
none issued and outstanding |
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Common stock $.001 par value; 15,000,000 shares authorized,
3,809,500 issued and outstanding |
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3,810 |
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3,810 |
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Additional paid-in capital |
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18,302,256 |
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18,190,971 |
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Retained earnings |
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9,906,377 |
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11,024,358 |
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Total stockholders equity |
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28,212,443 |
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29,219,139 |
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Total liabilities and stockholders equity |
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$ |
45,524,259 |
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$ |
46,279,080 |
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The accompanying notes are an integral part of these condensed financial statements.
3
READY MIX, INC.
CONDENSED STATEMENTS OF OPERATIONS AND
CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
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Six months ended |
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Three months ended |
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June 30, |
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June 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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Revenue: |
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Revenue |
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$ |
32,595,666 |
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$ |
41,814,357 |
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$ |
16,905,255 |
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$ |
22,103,800 |
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Revenue related parties |
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265,042 |
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1,050,921 |
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168,931 |
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399,036 |
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Total revenue |
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32,860,708 |
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42,865,278 |
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17,074,186 |
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22,502,836 |
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Cost of revenue |
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32,579,885 |
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38,406,845 |
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16,790,678 |
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20,145,417 |
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Gross profit |
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280,823 |
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4,458,433 |
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283,508 |
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2,357,419 |
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General and administrative expenses |
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2,090,919 |
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2,308,521 |
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1,059,069 |
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1,146,525 |
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Income (loss) from operations |
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(1,810,096 |
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2,149,912 |
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(775,561 |
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1,210,894 |
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Other income (expense): |
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Interest income |
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104,698 |
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183,791 |
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33,360 |
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95,344 |
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Interest expense |
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(54,889 |
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(80,958 |
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(27,369 |
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(38,840 |
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Other income |
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13,442 |
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140,650 |
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40,037 |
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44,840 |
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63,251 |
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243,483 |
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46,028 |
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101,344 |
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Income (loss) before income taxes |
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(1,746,845 |
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2,393,395 |
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(729,533 |
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1,312,238 |
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Income tax benefit (expense) |
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628,864 |
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(897,290 |
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262,632 |
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(514,619 |
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Net income (loss) |
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$ |
(1,117,981 |
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$ |
1,496,105 |
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$ |
(466,901 |
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$ |
797,619 |
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Basic net income (loss) per common share |
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$ |
(0.29 |
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$ |
0.39 |
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$ |
(0.12 |
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$ |
0.21 |
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Diluted net income (loss) per common share |
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$ |
(0.29 |
) |
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$ |
0.39 |
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$ |
(0.12 |
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$ |
0.21 |
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Basic weighted average common
shares outstanding |
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3,809,500 |
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3,807,500 |
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3,809,500 |
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3,807,500 |
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Diluted weighted average common
shares outstanding |
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3,809,500 |
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3,825,592 |
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3,809,500 |
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3,832,491 |
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Common Stock |
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Number of |
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Additional |
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Shares |
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Paid-in |
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Retained |
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Outstanding |
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Amount |
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Capital |
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Earnings |
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Balance at January 1, 2008 |
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3,809,500 |
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$ |
3,810 |
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$ |
18,190,971 |
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$ |
11,024,358 |
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Stock based compensation |
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111,285 |
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Net loss for the six months
ended June 30, 2008 |
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(1,117,981 |
) |
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Balance at June 30, 2008 |
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3,809,500 |
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$ |
3,810 |
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$ |
18,302,256 |
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$ |
9,906,377 |
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The accompanying notes are an integral part of these condensed financial statements.
4
READY MIX, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six months ended |
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June 30, |
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2008 |
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2007 |
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Increase (decrease) in cash and cash equivalents: |
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Cash flows from operating activities: |
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Cash received from customers |
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$ |
32,123,984 |
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$ |
41,051,135 |
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Cash paid to suppliers and employees |
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(32,780,017 |
) |
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(37,065,281 |
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Taxes paid |
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(11,092 |
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(1,181,202 |
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Interest received |
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104,698 |
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183,791 |
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Interest paid |
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(54,889 |
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(80,958 |
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Net cash provided by (used in) operating activities |
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(617,316 |
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2,907,485 |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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(558,879 |
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(2,118,115 |
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Cash received from sale of equipment |
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111,726 |
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171,754 |
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Net cash used in investing activities |
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(447,153 |
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(1,946,361 |
) |
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Cash flows from financing activities: |
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Received from (paid to) due to affiliate |
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178,151 |
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(70,465 |
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Proceeds from notes payable |
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590,676 |
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2,699,929 |
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Repayment of notes payable |
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(1,414,354 |
) |
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(3,518,305 |
) |
Repayment of capital lease obligations |
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(4,634 |
) |
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(238,127 |
) |
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Net cash used in financing activities |
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(650,161 |
) |
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(1,126,968 |
) |
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Net decrease in cash and cash equivalents |
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(1,714,630 |
) |
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(165,844 |
) |
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Cash and cash equivalents at beginning of period |
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9,157,868 |
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8,369,875 |
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Cash and cash equivalents at end of period |
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$ |
7,443,238 |
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$ |
8,204,031 |
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Reconciliation of net income (loss) to net cash provided by (used in)
operating activities: |
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Net income (loss) |
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$ |
(1,117,981 |
) |
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$ |
1,496,105 |
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Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities: |
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Depreciation and amortization |
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2,339,349 |
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|
2,105,800 |
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(Gain) loss on sale of equipment |
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|
119,456 |
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(56,608 |
) |
Deferred taxes, net |
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(25,774 |
) |
|
|
(13,091 |
) |
Stock-based compensation expense |
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|
111,285 |
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|
135,441 |
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Provision for doubtful accounts |
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(724 |
) |
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(31,301 |
) |
Changes in operating assets and liabilities: |
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Accounts receivable |
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(869,622 |
) |
|
|
(1,898,185 |
) |
Prepaid expenses |
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|
237,140 |
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|
208,307 |
|
Inventory |
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(399,218 |
) |
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|
109,922 |
|
Refundable deposits |
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|
31,772 |
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|
601,476 |
|
Accounts payable |
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|
(139,692 |
) |
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|
789,179 |
|
Accrued liabilities |
|
|
(289,125 |
) |
|
|
(268,739 |
) |
Income tax payable |
|
|
(614,182 |
) |
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(270,821 |
) |
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Net cash provided by (used in) operating activities |
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$ |
(617,316 |
) |
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$ |
2,907,485 |
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|
The accompanying notes are an integral part of these condensed financial statements.
5
READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies and Use of Estimates:
Presentation of Interim Information:
The condensed financial statements included herein have been prepared by Ready Mix, Inc. (a
subsidiary of Meadow Valley Corporation (Parent)) (we, us, our or Company) without audit,
pursuant to the rules and regulations of the United States Securities and Exchange Commission
(SEC) and should be read in conjunction with our December 31, 2007 annual report on Form 10-K.
Certain information and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of America have been
condensed or omitted, as permitted by the SEC, although we believe the disclosures, which are made
are adequate to make the information presented not misleading. Further, the condensed financial
statements reflect, in the opinion of management, all normal recurring adjustments necessary to
present fairly our financial position at June 30, 2008, and the results of our operations and cash
flows for the periods presented. The December 31, 2007 balance sheet data was derived from audited
financial statements, but does not include all disclosures required by accounting principles
generally accepted in the United States of America.
Seasonal Variations:
Interim results are subject to significant seasonal variations and the results of operations
for the six months ended June 30, 2008 are not necessarily indicative of the results to be expected
for the full year.
Nature of Corporation:
Ready Mix, Inc. was organized under the laws of the State of Nevada on June 21, 1996. The
principal business purpose of the Company is to manufacture and distribute ready-mix concrete. The
Company targets prospective customers such as concrete subcontractors, prime contractors,
homebuilders, commercial and industrial property developers and homeowners in the states of Nevada
and Arizona. The Company began operations in March 1997 and is a subsidiary of Meadow Valley
Corporation.
Accounting Estimates:
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could materially differ from those estimates.
Significant estimates are used when accounting for the allowance for doubtful accounts,
depreciation and amortization, accruals, taxes, contingencies and the valuation of stock options,
which are discussed in the respective notes to the financial statements.
Revenue Recognition:
We recognize revenue on the sale of our concrete and aggregate products at the time of
delivery and acceptance. At the time of delivery, the following have occurred:
|
|
|
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. |
Large orders requiring multiple deliveries and spanning more than one day are invoiced daily
for the deliveries on that day.
Earnings per Share:
Statement of Financial Accounting Standards No. 128, Earnings per Share (SFAS 128)
provides for the calculation of basic and diluted earnings per share. Basic earnings per share
includes no dilution and is computed by dividing income available to common stockholders by the
weighted average number of common shares outstanding for the period.
6
READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies and Use of Estimates (Continued):
Earnings per Share (Continued):
Diluted earnings per share reflect the potential dilution of securities that could share in the
earnings of an entity. Dilutive securities are not included in the weighted average number of
shares when inclusion would be anti-dilutive.
Stock-Based Compensation:
The Company accounts for stock based compensation utilizing the fair value recognition
provisions of SFAS 123R. The Company recognizes expected tax benefits related to employee
stock-based compensation as awards are granted and the incremental tax benefit or liability when
related awards are deductible. The Company recognizes these compensation costs on a straight-line
basis over the requisite service period of the award, which is typically three years.
We estimate fair value using the Black-Scholes valuation model. Assumptions used to estimate
compensation expense are determined as follows:
|
|
|
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 Companys 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 managements analysis of potential forfeitures. |
Recent Accounting Pronouncements:
With the exception of those discussed below, there have been no recent accounting
pronouncements or changes in accounting pronouncements during the six months ended June 30, 2008,
that are of significance, or potential significance, to us.
In March 2008, the FASB issued FASB Statement No. 161 Disclosures about Derivative
Instruments and Hedging Activities (SFAS 161). SFAS 161 requires companies with derivative
instruments to disclose information that should enable financial-statement users to understand how
and why a company uses derivative instruments, how derivative instruments and related hedged items
are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities, and how derivative instruments and related hedged items affect a companys financial
position, financial performance and cash flows. SFAS 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008. We are currently
evaluating the impact, if any, that SFAS 161 will have on our financial statements.
In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of Intangible
Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life of a recognized intangible asset under
SFAS No. 142, Goodwill and Other Intangible Assets. FSP 142-3 is effective for fiscal years
beginning after December 15, 2008. The Company is currently assessing the impact of FSP 142-3 on
its financial position and results of operations.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial statements. SFAS 162 is
effective 60 days following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles. The implementation of this standard will not have a material impact on our
financial position and results of operations.
7
READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
2. Stock-Based Compensation:
The Company accounts for stock based compensation utilizing the fair value recognition
provisions of SFAS 123R. The Company recognizes expected tax benefits related to employee
stock-based compensation as awards are granted and the incremental tax benefit or liability when
related awards are deductible.
As of June 30, 2008, the Company has the following stock-based compensation plan:
Equity Incentive Plan:
In 2005, the Company adopted the 2005 Equity Incentive Plan (the 2005 Plan). The 2005 Plan
permits the granting of any or all of the following types of awards: (1) incentive and nonqualified
stock options, (2) stock appreciation rights, (3) stock awards, restricted stock and stock units,
and (4) other stock or cash-based awards. In connection with any award or any deferred award,
payments may also be made representing dividends or their equivalent.
As of June 30, 2008, the Company had reserved 673,000 shares of its common stock for issuance
under the 2005 Plan. Shares of common stock covered by an award granted under the 2005 Plan will
not be counted as used unless and until they are actually issued and delivered to a participant.
As of June 30, 2008, 293,875 shares were available for future grant under the 2005 Plan. The term
of the stock options granted under the 2005 Plan is five years and typically may be exercised after
issuance as follows: 33.3% after one year of continuous service, 66.6% after two years of
continuous service and 100% after three years of continuous service. The exercise price of each
option is equal to the closing market price of the Companys common stock on the date of grant.
The board of directors has full discretion to modify these terms on a grant by grant basis.
The Company uses the Black Scholes option pricing model to estimate fair value of stock-based
awards with the following assumptions for the indicated periods:
|
|
|
|
|
|
|
|
|
|
|
Awards granted |
|
|
|
|
during the six |
|
Awards granted |
|
|
months ended |
|
prior to |
|
|
June 30, 2008 |
|
January 1, 2008 |
Dividend 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 |
|
|
|
3-5 |
|
Weighted-average grant-date fair value |
|
$ |
2.31 |
|
|
$ |
2.40 |
|
During the six months ended June 30, 2008, options to purchase an aggregate of 20,000 shares
of our common stock were granted to our four outside directors. The options granted to the four
outside directors were granted on January 2, 2008, were fully vested upon grant, are exercisable at
$6.40 per share, and expire five years after the date of grant.
8
READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
2. Stock-Based Compensation (Continued):
The following table summarizes the stock option activity during the first six months of fiscal
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Remaining |
|
|
Aggregate |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise Price |
|
|
Contractual |
|
|
Fair |
|
|
Intrinsic |
|
|
|
Shares |
|
|
per Share |
|
|
Term (1) |
|
|
Value |
|
|
Value (2) |
|
Outstanding January 1, 2008 |
|
|
366,125 |
|
|
$ |
11.01 |
|
|
|
2.75 |
|
|
$ |
935,166 |
|
|
|
|
|
Granted |
|
|
20,000 |
|
|
|
6.40 |
|
|
|
|
|
|
|
46,200 |
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
A summary of the status of the Companys nonvested shares as of June 30, 2008 and changes
during the six months ended June 30, 2008 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
Grant-Date |
|
|
Shares |
|
Fair Value |
Nonvested stock options at January 1, 2008 |
|
|
149,375 |
|
|
$ |
2.61 |
|
Granted |
|
|
20,000 |
|
|
|
|
|
Vested |
|
|
(91,458 |
) |
|
|
2.03 |
|
Forfeited |
|
|
(4,500 |
) |
|
|
1.95 |
|
|
|
|
|
|
|
|
|
|
Nonvested stock options at June 30, 2008 |
|
|
73,417 |
|
|
$ |
3.28 |
|
|
|
|
|
|
|
|
|
|
During the six months ended June 30, 2008 and 2007, the Company recognized compensation
expense of $111,285 and $135,441, respectively, and a tax benefit of $25,774 and $13,091,
respectively, related thereto. As of June 30, 2008, there was $171,290 of total unrecognized
compensation cost. That cost is expected to be recognized over the weighted average period of 1.47
years. The total fair value of options to purchase 91,458 and 75,126 shares of our common stock
vested during the six months ended June 30, 2008 and 2007 was $185,543 and $146,496, respectively.
During the six months ended June 30, 2008, options to purchase 7,000 shares of our common stock
were forfeited, fair value per share of $1.95, with a total fair value of $13,650.
3. Statement of Cash Flows:
Non-Cash Investing and Financing Activities:
The Company recognized investing and financing activities that affected assets and
liabilities, but did not result in cash receipts or payments. These non-cash activities are as
follows:
During the six months ended June 30, 2008 and 2007, the Company financed the purchase of
property and equipment in the amounts of $1,380,450 and $1,635,333, respectively.
During the six months ended June 30, 2008 and 2007, the Company incurred $111,285 and
$135,441, respectively, in stock-based compensation expense associated with stock option grants to
employees, directors and consultants.
9
READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
4. Notes Payable:
Notes payable consists of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
5.99% note payable, with monthly payments of
$471, due September 28, 2008, collateralized by a
vehicle |
|
$ |
1,400 |
|
|
$ |
4,138 |
|
|
|
|
|
|
|
|
|
|
5.31% note payable, with monthly payments of $
1,730, due March 22, 2009, collateralized
by vehicles |
|
|
2,364 |
|
|
|
4,858 |
|
|
|
|
|
|
|
|
|
|
5.31% note payable, with monthly payments of
$788, due April 8, 2009, collateralized by a
vehicle |
|
|
6,935 |
|
|
|
11,408 |
|
|
|
|
|
|
|
|
|
|
6.21% note payable, with monthly payments of $
4,921 and a principal payment of $443,902,
due April 16, 2009, collateralized
by land |
|
|
464,235 |
|
|
|
479,043 |
|
|
|
|
|
|
|
|
|
|
6.34% note payable, with monthly payments of $
3,450 and a principal payment of $309,412, due
April 16, 2009, collateralized
by land |
|
|
323,417 |
|
|
|
333,652 |
|
|
|
|
|
|
|
|
|
|
5.22% note payable, with monthly payments of $
10,398, due May 25, 2008, collateralized by
equipment |
|
|
|
|
|
|
51,346 |
|
|
|
|
|
|
|
|
|
|
7.05% note payable, with monthly payments of $
2,930 and a principal payment of $254,742, due
August 27, 2009, collateralized by land |
|
|
270,752 |
|
|
|
278,601 |
|
|
|
|
|
|
|
|
|
|
5.90% note payable, with monthly payments of
$593, due December 15, 2009, collateralized a vehicle |
|
|
10,195 |
|
|
|
13,398 |
|
|
|
|
|
|
|
|
|
|
5.90% 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 |
|
|
|
127,087 |
|
|
|
|
|
|
|
|
|
|
7.25% note payable, with monthly payments of $
4,153, due May 4, 2009, collateralized by equipment |
|
|
42,366 |
|
|
|
66,455 |
|
|
|
|
|
|
|
|
|
|
7.50% notes payable, with combined monthly
principal payments of $11,212 plus interest, due
September 1, 2008, collateralized by equipment |
|
|
22,425 |
|
|
|
89,697 |
|
|
|
|
|
|
|
|
|
|
6.85% notes payable, with combined monthly
payments of $1,098, due September 28, 2010,
collateralized by vehicles |
|
|
27,407 |
|
|
|
32,946 |
|
|
|
|
|
|
|
|
|
|
6.85% note payable, with a monthly payment of
$522, due October 13, 2010, collateralized by a vehicle |
|
|
13,468 |
|
|
|
16,086 |
|
|
|
|
|
|
|
|
|
|
7.99% note payable, with monthly principal
payments of $14,362 plus interest, due March 25, 2011,
collateralized by equipment |
|
|
473,943 |
|
|
|
560,114 |
|
|
|
|
|
|
|
|
|
|
8.14% 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
READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
4. Notes Payable (Continued):
Notes payable consists of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Total from previous page |
|
$ |
2,762,983 |
|
|
$ |
3,257,175 |
|
|
|
|
|
|
|
|
|
|
8.45% notes payable, with combined monthly principal
payments of $26,182 plus interest, due June 28, 2011,
collateralized by equipment |
|
|
942,569 |
|
|
|
1,099,665 |
|
|
|
|
|
|
|
|
|
|
7.46% note payable, with a monthly payment of $13,867, due
May 26, 2021, collateralized by a building and land |
|
|
1,375,529 |
|
|
|
1,406,689 |
|
|
|
|
|
|
|
|
|
|
7.55% note payable, with a monthly payment of $550, due
July 20, 2011, collateralized by a vehicle |
|
|
18,095 |
|
|
|
20,654 |
|
|
|
|
|
|
|
|
|
|
7.90% note payable, with monthly principal payments of
$10,774 plus interest, due November 30, 2011,
collateralized by equipment |
|
|
441,745 |
|
|
|
506,391 |
|
|
|
|
|
|
|
|
|
|
7.04% note payable, with monthly principal payments of
$4,496 plus interest, due September 30, 2009,
collateralized by equipment |
|
|
67,445 |
|
|
|
94,423 |
|
|
|
|
|
|
|
|
|
|
7.13% note payable, with monthly principal payments of
$34,966 plus interest, due February 28, 2013,
collateralized by equipment |
|
|
1,958,121 |
|
|
|
2,167,919 |
|
|
|
|
|
|
|
|
|
|
7.94% note payable, with a monthly payment of $2,654, due
January 13, 2012, collateralized by vehicles |
|
|
99,020 |
|
|
|
110,736 |
|
|
|
|
|
|
|
|
|
|
7.13% note payable, with monthly principal payments of
$5,375 plus interest, due February 28, 2012,
collateralized by equipment |
|
|
236,515 |
|
|
|
268,767 |
|
|
|
|
|
|
|
|
|
|
7.35% note payable, with monthly principal payments of
$2,793 plus interest, due September 28, 2012,
collateralized by equipment |
|
|
142,427 |
|
|
|
159,183 |
|
|
|
|
|
|
|
|
|
|
6.77% note payable, with a monthly payment of $1,745, due
September 17, 2012, collateralized by vehicles |
|
|
77,165 |
|
|
|
84,873 |
|
|
|
|
|
|
|
|
|
|
6.25% 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
READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
4. Notes Payable (Continued):
Notes payable consists of the following:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Total from previous page |
|
$ |
9,151,770 |
|
|
$ |
9,176,475 |
|
|
|
|
|
|
|
|
|
|
6.25% 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 Companys assets |
|
|
364,012 |
|
|
|
664,012 |
|
|
|
|
|
|
|
|
|
|
|
10,397,259 |
|
|
|
9,840,487 |
|
Less: current portion |
|
|
(3,110,226 |
) |
|
|
(2,019,192 |
) |
|
|
|
|
|
|
|
|
|
$ |
7,287,033 |
|
|
$ |
7,821,295 |
|
|
|
|
|
|
|
|
Following are maturities of long-term debt as of June 30, 2008 for each of the following
years:
|
|
|
|
|
2009 |
|
$ |
3,110,226 |
|
2010 |
|
|
2,490,860 |
|
2011 |
|
|
2,042,585 |
|
2012 |
|
|
1,050,420 |
|
2013 |
|
|
613,841 |
|
Subsequent to 2013 |
|
|
1,089,327 |
|
|
|
|
|
|
|
$ |
10,397,259 |
|
|
|
|
|
5. Line of Credit:
As of June 30, 2008, the Company had a $5,000,000 line of credit loan agreement, with an
interest rate at Chase Manhattan Banks prime, plus .25%. The interest rate as of June 30, 2008
was 5.25%. The balance outstanding on the line of credit as of June 30, 2008 was $364,012 and is
reported in Note 4-Notes Payable of these notes to condensed financial statements. The loan
agreement allows interest only payments until December 31, 2008. If the agreement is not renewed
by December 31, 2008 and a balance is outstanding, then the line of credit converts into a term
agreement requiring equal monthly principal plus interest payments through December 31, 2011 and is
collateralized by all of the Companys and our Parents assets. Under the terms of the loan
agreement, the Company and/or its Parent are required to maintain a certain level of tangible net
worth, a ratio of total debt to tangible net worth as well as a minimum cash flow to debt ratio.
The Parent is also required to maintain a certain level of earnings before interest, tax,
depreciation and amortization (EBITDA). The Company is also required to maintain a certain level
of cash flow to current portion of long-term debt. As of June 30, 2008, the Company and its Parent
were in compliance with these covenants.
In addition to the line of credit loan agreement, the Company has also established a capital
expenditure commitment in the amount of $15,000,000. The purpose of this commitment is to fund
certain acquisitions of capital equipment that the Company may need to improve capacity or
productivity. As of June 30, 2008, the Company had approximately $6,600,000 of availability under
the commitment.
12
READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
6. Commitments:
During the six months ended June 30, 2008, the Company extended three material purchase
agreements and entered into one new material purchase agreement with various expirations through
April 5, 2015. Minimum future payments under the non-cancelable material purchase agreements
entered into during the six months ended June 30, 2008 for each of the following years are:
|
|
|
|
|
2009 |
|
$ |
643,837 |
|
2010 |
|
|
1,031,250 |
|
2011 |
|
|
1,443,750 |
|
2012 |
|
|
1,650,000 |
|
2013 |
|
|
1,650,000 |
|
After 2013 |
|
|
3,025,000 |
|
|
|
|
|
|
|
$ |
9,443,837 |
|
|
|
|
|
The Company has agreed to indemnify its officers and directors for certain events or
occurrences that may arise as a result of the officer or director serving in such capacity. The
term of the indemnification period is for the officers or directors lifetime. The maximum
potential amount of future payments the Company could be required to make under these
indemnification agreements is unlimited. However, the Company has a directors and officers
liability insurance policy that enables it to recover a portion of any future amounts paid up to
$10 million. As a result of its insurance policy coverage and no current or expected litigation
against its officers and directors, the Company believes the estimated fair value of these
indemnification agreements is minimal and has no liabilities recorded for these agreements as of
June 30, 2008.
The Company enters into indemnification provisions under its agreements with other companies
in its ordinary course of business, typically with business partners, customers, landlords, lenders
and lessors. Under these provisions the Company generally indemnifies and holds harmless the
indemnified party for losses suffered or incurred by the indemnified party as a result of the
Companys activities or, in some cases, as a result of the indemnified partys activities under the agreement. The maximum potential amount of future
payments the Company could be required to make under these indemnification provisions is unlimited.
The Company has not incurred material costs to defend lawsuits or settle claims related to these
indemnification agreements. As a result, the Company believes the estimated fair value of these
agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements
as of June 30, 2008.
The Company is, from time to time, involved in legal proceedings arising in the normal course
of business. As of the date of this report, the Company is involved in one material legal
proceeding. On November 8, 2007, Kitchell Contractors, Inc. of Arizona filed a complaint
(CV2007-020708) in the Superior Court of the State of Arizona, against us for reimbursement of
costs they incurred to remove and replace concrete totaling approximately $200,000. The claim
alleges that the materials supplied to a construction project did not meet the minimum standards as
defined in the contract between the parties. We are disputing their claims and are vigorously
defending against the complaint. As such, no liability has been accrued at June 30, 2008 related
to this matter.
7. Earnings per Share:
Statement of Financial Accounting Standards No. 128, Earnings per Share, provides for the
calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution
and is computed by dividing income available to common stockholders by the weighted average number
of common shares outstanding for the period.
13
READY MIX, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
7. Earnings per Share (Continued):
Diluted earnings per share reflect the potential dilution of securities that could share in
the earnings of an entity, as set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
Three months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Weighted average common shares
outstanding |
|
|
3,809,500 |
|
|
|
3,807,500 |
|
|
|
3,809,500 |
|
|
|
3,807,500 |
|
Dilutive
effect of: Stock options and warrants |
|
|
|
|
|
|
18,092 |
|
|
|
|
|
|
|
24,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding assuming dilution |
|
|
3,809,500 |
|
|
|
3,825,592 |
|
|
|
3,809,500 |
|
|
|
3,832,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All dilutive common stock equivalents are reflected in our earnings per share calculations.
Anti-dilutive common stock equivalents are not included in our earnings per share calculations.
For the six months and three months ended June 30, 2008, the Company had outstanding options to
purchase 218,875 shares of common stock at a per share exercise price of $11.00, outstanding
options to purchase 20,250 shares of common stock at a per share exercise price of $12.50,
outstanding options to purchase 100,000 shares of common stock at a per share exercise price of
$10.35, outstanding options to purchase 20,000 shares of common stock at a per share exercise price
of $12.85 and outstanding options to purchase 20,000 shares of common stock at a per share exercise
price of $6.40, which were not included in the earnings per share calculation as they were
anti-dilutive. In addition, the Company did not include warrants to purchase 116,250 shares of
common stock at a price of $13.20 per share in the earnings per share calculation as they were
anti-dilutive.
The Companys diluted net income per common share for the six months and three months ended
June 30, 2007 was computed based on the weighted average number of shares of common stock
outstanding during the period. For the six months and three months ended June 30, 2007, the
Company had outstanding options to purchase 227,875 shares of common stock at a per share exercise
price of $11.00, included in the calculation of dilutive common stock. For the six months and
three months ended June 30, 2007, the Company had outstanding options to purchase 20,250 shares of
common stock at a per share exercise price of $12.50 and outstanding options to purchase 100,000
shares of common stock at a per share exercise price of $10.35, which were not included in the
earnings per share calculation as they were anti-dilutive. In addition, the Company did not
include warrants to purchase 116,250 shares of common stock at a price of $13.20 per share in the
earnings per share calculation as they were anti-dilutive.
8. Income Taxes:
The Companys effective tax rate is based on expected income, statutory tax rates and tax
planning opportunities available in the various jurisdictions in which it operates. For interim
financial reporting, in accordance with APB Opinion No. 28, the Company estimates the annual tax
rate based on projected taxable income for the full year and records a quarterly income tax
provision in accordance with the anticipated annual rate. As the year progresses, we refine the
estimates of the years taxable income as new information becomes available, including year-to-date
financial results. This continual estimation process can result in a change to the expected
effective tax rate for the year. When this occurs, the Company adjusts the income tax provision
during the quarter in which the change in estimate occurs so that the year-to-date provision
reflects the expected annual tax rate. Significant judgment is required in determining the
Companys effective tax rate and in evaluating our tax positions.
The effective income tax rate of approximately 36% for the six months ended June 30, 2008
differed from the statutory rate, due primarily to state income taxes and non-deductible
stock-based compensation expense associated with employee incentive stock options. The effective
income tax rate of approximately 37.5% for the six months ended June 30, 2007 differed from the
statutory rate, due primarily to state income taxes and non-deductible stock-based compensation
expense associated with employee incentive stock options.
14
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statement Disclosure
This Quarterly Report on Form 10-Q (Form 10-Q) and the documents we incorporate by reference
herein include forward-looking statements. All statements other than statements of historical
facts contained in this Form 10-Q and the documents we incorporate by reference, including
statements regarding our future financial position, business strategy and plans and objectives of
management for future operations, are forward-looking statements. The words believe, may,
estimate, continue, anticipate, intend, should, plan, could, target, potential,
is likely, will, expect and similar expressions, as they relate to us, are intended to
identify forward-looking statements within the meaning of the safe harbor provisions of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. We have based these forward-looking statements largely on our current
expectations and projections about future events and financial trends that we believe may affect
our financial condition, results of operations, business strategy and financial needs.
These forward-looking statements are subject to a number of risks, uncertainties and
assumptions described in Risk Factors in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, and any changes thereto in Part II. Item 1A. Risk Factors of this Form 10-Q.
In addition, our past results of operations do not necessarily indicate our future results.
Moreover, the ready-mix concrete business is very competitive and rapidly changing. New risk
factors emerge from time to time and it is not possible for us to predict all such risk factors,
nor can we assess the impact of all such risk factors on our business or the extent to which any
risk factor, or combination of risk factors, may cause actual results to differ materially from
those contained in any forward-looking statements.
Except as otherwise required by applicable laws, we undertake no obligation to publicly update
or revise any forward-looking statements or the risk factors described in this Form 10-Q or in the
documents we incorporate by reference, whether as a result of new information, future events,
changed circumstances or any other reason after the date of this Form 10-Q. You should not rely
upon forward-looking statements as predictions of future events or performance. We cannot assure
you that the events and circumstances reflected in the forward-looking statements
will be achieved or occur. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results, levels of activity,
performance or achievements.
General
The following is managements discussion and analysis of certain significant factors affecting
the Companys financial position and operating results during the periods included in the
accompanying condensed financial statements. Except for the historical information contained
herein, the matters set forth in this discussion are forward-looking statements.
We concentrate on serving the ready-mix concrete markets of the Las Vegas, Nevada and the
Phoenix, Arizona metropolitan areas. From our rock quarry, located approximately 50 miles
northwest of Las Vegas in Moapa, Nevada, and our Lee Canyon pit located about 20 miles west of Las
Vegas, we supply rock and sand for our Las Vegas area ready-mix plants. The coarse aggregate and
sand produced at the Moapa Quarry and the Lee Canyon Pit supply substantially all of the rock and
sand needs for our Nevada operations. At the Moapa quarry we also manufacture, by crushing and
screening, a variety of decorative rock products used primarily for landscaping. The reserves of
raw material for this landscaping rock are nearly exhausted. As a result, production and sales of
landscaping products will be decreasing and likely cease within the next 6 to 18 months. In the
Phoenix metropolitan area, all of our ready-mix plants are currently supplied rock and sand from
third parties.
Overview
Our financial performance for the six months and quarter ended June 30, 2008 continued to
reflect the weakness that persists primarily in the residential construction sector.
Residential-related construction has historically represented 45% to 50% of our ready-mix concrete
sales. Through June 30, 2008, year-to-date new home permits in our market were down 60.4% compared
to last year. This follows on the heels of 2007 when new home permits dropped 30.3% from 2006.
Fortunately, non-residential construction activity has continued to be stable and longer-lasting
than in previous construction cycles. If not for this fact, our industry would be facing even
15
greater deteriorating conditions. When comparing the second quarter of 2008 with the same period
last year, units of ready-mix concrete sold in cubic yards decreased 19.1%, revenue decreased
24.1%, gross profit decreased 88.0% and net income dropped 158.5%. The results were equally
disappointing when comparing the first half of this year to the prior years first half when units
sold decreased 18.4%, revenue decreased 23.3%, gross profit decreased 93.7% and net income
decreased 174.7%. However, when comparing the quarter ended June 30, 2008 with the immediately
preceding quarter ended March 31, 2008, units sold increased 10.5%, revenue increased 8.2% and net
loss was reduced by 28.3%. This sequential improvement was partially due to the seasonal nature of
our industry and market, but it also resulted from cost savings related to the decision to cease
operations at the Detrital Wash location earlier this year.
During the quarter, we completed the installation of a fourth batch plant in the Phoenix
metropolitan area. This new batch plant location is in Buckeye, Arizona. It will not be necessary
to purchase any additional trucks to service sales from our Buckeye plant. Instead, we will be
relocating trucks from other batch plants that are not being fully utilized and dedicate them to
this new geographic location which, in the future, we believe may be amongst the fastest growing
areas in metropolitan Phoenix.
The residential construction segment has several hurdles to overcome before improving. We
remain concerned about the number of home foreclosures, the high level of existing inventory of new
and resale homes and the continuing problems facing the home financing industry. In spite of these
concerns, data suggests that new home permits are stabilizing in our market. The July 14, 2008
edition of The Las Vegas Housing Market Letter reports that permits have been rising for the last
four months and May 20, 2008 edition of The Phoenix Housing Market Letter reports that new home
permits have been stable for eight months. It is not yet clear whether the local housing market
has bottomed out, but at least there are indications of that being a possibility and improvement in
the residential construction sector is vitally important for our future financial performance.
Critical Accounting Policies, Estimates and Judgments
Significant accounting policies are described in the audited financial statements and notes
thereto included in our Annual Report on Form 10-K for the year ended December 31, 2007. We
believe our most critical accounting policies are the collectability of accounts receivable, the valuation of property
and equipment, estimating income taxes and the valuation of stock-based compensation.
We are required to estimate the collectability of our accounts receivable. A considerable
amount of judgment is required in assessing the realization of these receivables, including the
current credit worthiness of each customer and the related aging of the past due balances. Our
provision for bad debts at June 30, 2008 and December 31, 2007 amounted to $378,911 and $379,635,
respectively. We determine our reserve by using percentages, derived from our collection history,
applied to certain types of revenue generated, as well as a review of the individual accounts
outstanding. The slight decrease in the provision for bad debt for the six months ended June 30,
2008 represented a decrease in the specific account balances identified as potentially
uncollectible during the six months ended June 30, 2008. Should our estimate for the provision of
bad debt not be sufficient to allow for the write-off of future bad debts we will incur additional
bad debt expense, thereby reducing net income in a future period. If, on the other hand, we
determine in the future that we have over estimated our provision for bad debt we will reduce bad
debt expense, thereby increasing net income in the period in which the provision for bad debt was
over estimated.
We are required to provide property and equipment, net of depreciation and amortization
expense. We expense depreciation and amortization utilizing the straight-line method over what we
believe to be the estimated useful lives of the assets. Leasehold improvements are amortized over
their estimated useful lives or the lease term, whichever is shorter. The life of any piece of
equipment can vary, even within the same category of equipment, due to the quality of the
maintenance, care provided by the operator and the general environmental conditions, such as
temperature, weather severity and the terrain in which the equipment operates. We maintain,
service and repair a majority of our equipment through the use of our mechanics. If we
inaccurately estimate the life of any given piece of equipment or category of equipment we may be
overstating or understating earnings in any given period.
We also review our property and equipment, including land and water rights, for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the
16
impairment recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the assets. The impairments are
recognized in the period during which they are identified. Assets to be disposed of, if any, are
reported at the lower of the carrying amount or fair value less costs to sell.
We are required to estimate our income taxes in each jurisdiction in which we operate. This
process requires us to estimate the actual current tax exposure together with assessing temporary
differences resulting from differing treatment of items for tax and financial reporting purposes.
These temporary differences result in deferred tax assets and liabilities on our balance sheets.
We must calculate the blended tax rate, combining all applicable tax jurisdictions, which can vary
over time as a result of the allocation of taxable income between the tax jurisdictions and the
changes in tax rates. We must also assess the likelihood that the deferred tax assets, if any,
will be recovered from future taxable income and, to the extent recovery is not likely, must
establish a valuation allowance. As of June 30, 2008, the Company had total deferred tax assets of
$.4 million with no valuation allowance and total deferred tax liabilities of $1.3 million. The
deferred tax asset does not contain a valuation allowance as we believe we will be able to utilize
the deferred tax asset through future taxable income.
Furthermore, we are subject to periodic review by domestic tax authorities for audit of our
income tax returns. These audits generally include questions regarding our tax filing positions,
including the amount and timing of deductions and the allocation of income among various tax
jurisdictions. In evaluating the exposures associated with our various tax filing positions,
including federal and state taxes, we believe we have complied with the rules of the service codes
and therefore have not recorded reserves for any possible exposure. Typically, the taxing
authorities can audit the previous three years of tax returns and in certain situations audit
additional years, therefore a significant amount of time may pass before an audit is conducted and
fully resolved. Although no audits are currently being conducted, if a taxing authority would
require us to amend a prior years tax return we would record the increase or decrease in our tax
obligation in the period in which it is more likely than not to be realized.
We use the fair value recognition provisions of SFAS 123R, to value share-based payment
awards. Under this method we recognize compensation expense for all share-based payments granted.
In accordance with SFAS 123R we use the Black-Scholes option valuation model to value the
share-based payment awards. Under the fair value recognition provisions of SFAS 123R, we recognize
stock-based compensation net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest on a
straight-line basis over the requisite service period of the award.
Determining the appropriate fair value model and calculating the fair value of share-based
payment awards requires the input of highly subjective assumptions, including the expected life of
the share-based payment awards and stock price volatility. The assumptions used in calculating the
fair value of share-based payment awards represent managements best estimates, but these estimates
involve inherent uncertainties and the application of managements judgment. As a result, if
factors change and we use different assumptions, our stock-based compensation expense could be
materially different in the future. In addition, we are required to estimate the expected
forfeiture rate and only recognize expense for those shares expected to vest. If our actual
forfeiture rate is materially different from our estimate, the stock-based compensation expense
could be significantly different from what we have recorded in the current period. See Note 2 -
Stock-Based Compensation in the accompanying Notes to the Condensed Financial Statements for a
further discussion on stock-based compensation.
New Accounting Pronouncements
In March 2008, the FASB issued FASB Statement No. 161 Disclosures about Derivative
Instruments and Hedging Activities (SFAS 161). SFAS 161 requires companies with derivative
instruments to disclose information that should enable financial-statement users to understand how
and why a company uses derivative instruments, how derivative instruments and related hedged items
are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities, and how derivative instruments and related hedged items affect a companys financial
position, financial performance and cash flows. SFAS 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008. We are currently
evaluating the impact, if any, that SFAS 161 will have on our financial statements.
In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of Intangible
Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life of a recognized intangible asset under
SFAS No. 142, Goodwill and Other
17
Intangible Assets. FSP 142-3 is effective for fiscal years
beginning after December 15, 2008. The Company is currently assessing the impact of FSP 142-3 on
its financial position and results of operations.
In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial statements. SFAS 162 is
effective 60 days following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles. The implementation of this standard will not have a material impact on our
financial position and results of operations.
Results of Operations
The following table sets forth certain items derived from our Condensed Statements of
Operations for the periods indicated and the corresponding percentage of total revenue for each
item:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
Three months ended |
|
|
|
June 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. Revenue decreased 23.3% to $32.9 million for the six months ended June 30, 2008,
which we refer to as interim 2008, from $42.9 million for the six months ended June 30, 2007,
which we refer to as interim 2007. The decreased revenue resulted primarily from an 18.4%
decrease in the sale of cubic yards of concrete, which we refer to as units, aggravated by a 5.6%
decrease in the average unit sales price. The decreased volume in interim 2008 was due to the
continuing decline in the housing market, which has affected our residential concrete customers and
the overall slowdown in the construction sector of our market. The decreased average unit sales
price reflects the continued decline in the housing sector causing downward pricing pressure since
the lower overall demand for ready mix concrete has decreased and the average number of providers
of ready mix concrete have remained about the same. We provide ready-mix concrete to related
parties. Revenue from related parties for interim 2008 was $.3 million, representing .8% of total
revenue compared to $1.1 million of total revenue in interim 2007. Location of the project, type of
product needed and the availability of product and personnel are factors that we consider when
quoting prices to our customers, including related parties. Based on that criteria, future sales to
related parties could increase or decrease in any given year, but are not currently anticipated to
be material. We anticipate raw material price increases and increased transportation costs related
to those materials during 2008 as a result of the elevated cost of fuel used to manufacture and
transport the material. We can not assure that we will be able to pass through the expected
increase in the cost of our raw materials to our customers, which could negatively impact future
profitability.
Gross Profit. Gross profit decreased to $.3 million in interim 2008 from $4.5 million in
interim 2007 and the gross profit margin decreased to .9% from 10.4% in the respective periods. The
decrease in the gross profit margin during interim 2008 when compared to interim 2007 was primarily
due to reduced sales volume, reduced average selling price, and higher fixed costs associated with
the increased capacity completed during 2007. The fixed costs will continue to impact our gross
profit and margin until our volume reaches an adequate and consistent
18
level. We believe that the
capacity expansion completed in 2007 has positioned us to reap the benefits of our market expansion
when demand in our market returns, which we anticipate to be the middle to end of 2010.
Depreciation and Amortization. Depreciation and amortization expense increased $.2 million,
or 11.1%, to $2.3 million for interim 2008 from $2.1 million in interim 2007. This increase
resulted from the additional plant and equipment we placed in service in the interim 2008.
General and Administrative Expenses. General and administrative expenses decreased to $2.1
million for interim 2008 from $2.3 million for interim 2007. The decrease resulted primarily from a
$.3 million decrease in administrative salaries, wages, accrued bonuses, related payroll taxes and
benefits, offset by an increase in bad debt expense of $.05 million and an increase in legal
expense in the amount of $.05 million associated with the Kitchell Contractors, Inc. of Arizona
litigation as discussed in Part II Other Information Item 1 Legal Proceedings.
Interest Income and Expense. Interest income decreased to $.1 million for interim 2008 from
$.2 million for interim 2007. The decrease in interest income was primarily due to the declining
change in the amount and rate of return earned on our invested cash reserves. Interest expense
decreased in interim 2008 to $.05 million compared to $.08 million for interim 2007. The decrease
in interest expense was related to the reduction of debt associated with our office building
purchased in June 2006. Interest expense associated with assets used to generate revenue is
included in cost of revenue. The interest included in the cost of revenue during interim 2008 was
$.31 million compared to $.38 million for interim 2007.
Income Taxes. The decrease in the income tax provision for interim 2008 to an income tax
benefit of $.6 million compared to an income tax provision of $.9 million for interim 2007 was due
to a decrease in pre-tax income in interim 2008 when compared to interim 2007. The difference
between the effective tax rate and the statutory rate was due primarily to state income taxes and non-deductible stock-based compensation expense
associated with employee incentive stock options.
Net Income (loss). The net loss was ($1.1) million for interim 2008 as compared to net income
of $1.5 million for interim 2007. The decrease in net income resulted from a decrease in our sales
of cubic yards of concrete and the decrease in the average unit sales price as discussed above.
Three Months Ended June 30, 2008 compared to Three Months Ended June 30, 2007
Revenue. Revenue decreased 24.1% to $17.1 million for the three months ended June 30, 2008,
which we refer to as 2nd quarter 2008, from $22.5 million for the three months ended June 30,
2007, which we refer to as 2nd quarter 2007. The decreased revenue resulted primarily from a
19.1% decrease in the sale of cubic yards of concrete, which we refer to as units, compounded by
a 6.0% decrease in the average unit sales price. The decreased average unit sales price reflects
the continued decline in the overall demand for ready mix concrete and the number of providers of
ready mix concrete has remained about the same or increasing. The decreased volume in 2nd quarter
2008 was primarily due to the continued decline in the housing sector as mentioned above and the
general slowdown in the overall construction sector within our market. We also provide ready-mix
concrete to our related party. Revenue from related party for 2nd quarter 2008 was $.2 million,
representing 1.0% of total revenue in the 2nd quarter 2008 compared to $.4 million representing
1.8% of total revenue in the 2nd quarter 2007. Location of the project, type of product needed and
the availability of product and personnel are factors that we consider when quoting prices to our
customers, including our related party. Based on that criteria, future sales to our related party
could increase or decrease in any given year, but are not anticipated to be material.
Gross Profit. Gross profit decreased to $.3 million in the 2nd quarter 2008 from $2.4 million
in the 2nd quarter 2007 and the gross profit margin decreased to 1.7% from 10.5% in the respective
periods. The decrease in the gross profit margin during the 2nd quarter 2008 was primarily due to
reduced sales volume, reduced average selling price, and higher fixed costs associated with the
increased capacity completed during 2007. The fixed costs will continue to impact our gross profit
and margin until our volume reaches an adequate and consistent level.
Depreciation and Amortization. Depreciation and amortization expense increased $.1 million,
or 6.9%, to $1.2 million for the 2nd quarter 2008 from $1.1 million in the 2nd quarter 2007. This
increase resulted from the additional plant and equipment we placed into service in interim 2008.
19
General and Administrative Expenses. General and administrative expenses remained relatively
flat at $1.1 million for the 2nd quarter 2008 when compared to the 2nd quarter 2007. A slight
decrease resulted primarily from an approximate $.1 million decrease in administrative salaries,
wages, accrued bonuses, related payroll taxes and benefits.
Interest Income and Expense. Interest income decreased to $.03 million for 2nd quarter 2008
from $.1 million for 2nd quarter 2007. The decrease in interest income was primarily due to the
declining change in the amount and rate of return earned on our invested cash reserves. Interest
expense decreased in 2nd quarter 2008 to $.03 million compared to $.04 million for 2nd quarter
2007. The decrease in interest expense was related to the reduction of debt associated with our
office building. Interest expense associated with assets used to generate revenue is included in
cost of revenue. The interest included in the cost of revenue during 2nd quarter 2008 was $.15
million compared to $.22 million for 2nd quarter 2007.
Income Taxes. The decrease in the income tax provision for 2nd quarter 2008 to an income tax
benefit of $.3 million compared to an income tax provision of $.5 million for 2nd quarter 2007 was
due to a decrease in pre-tax income in 2nd quarter 2008 when compared to 2nd quarter 2007. The
difference between the effective tax rate and the statutory rate was due primarily to state income
taxes and non-deductible stock-based compensation expense associated with employee incentive stock
options.
Net income (loss). Net loss was $.5 million for 2nd quarter 2008 as compared to a net
income of $.8 million for 2nd quarter 2007. The decrease in net income to a net loss resulted from
a decrease in the sale of cubic yards of concrete and the average selling price per cubic yard of
concrete as discussed above.
Liquidity and Capital Resources
Our primary need for capital has been to increase the number of mixer trucks in our fleet, to
increase the number of concrete batch plant locations, to purchase support equipment at each
location, to secure and equip aggregate sources to ensure a long-term source and quality of the
aggregate products used to produce our concrete and to provide working capital to support the
expansion of our operations. As we expand our business, we will continue to utilize the
availability of capital offered by financial institutions, in turn increasing our total debt and
debt service obligations. Historically, our largest provider of financing has been Wells Fargo
Equipment Financing, Inc., who we refer to as WFE. We believe our working capital, including our
cash reserves, and our historical sources of capital will be satisfactory to meet our needs for at
least one year from the date of this Quarterly Report on Form 10-Q.
We have a credit facility with WFE which provides a $5.0 million revolving credit facility, as
well as a $15.0 million capital expenditure commitment. As of June 30, 2008, we had approximately
$4.6 million available on our revolving credit facility and we also had approximately $6.6 million
available on the capital expenditure commitment. The WFE revolving credit facility is
collateralized by all of our assets as well as all of the assets of our Parent. Listed below are
the covenants which are required to be maintained by the Company and our Parent as of June 30, 2008
and December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meadow Valley: |
|
June 30, 2008 |
|
December 31, 2007 |
|
|
Minimum / |
|
|
|
|
|
Minimum / |
|
|
(amounts in thousands) |
|
Maximum |
|
Actual |
|
Maximum |
|
Actual |
Minimum Net Worth (1) |
|
|
21,156 |
|
|
|
37,332 |
|
|
|
21,156 |
|
|
|
34,527 |
|
Maximum Leverage (2) |
|
|
n/a |
|
|
|
n/a |
|
|
|
3.0 to 1.0 |
|
|
|
1.58 to 1.0 |
|
Maximun
Funded Debt to EBITDA (3) |
|
|
3.0 to 1.0 |
|
|
|
1.11 to 1.0 |
|
|
|
3.0 to 1.0 |
|
|
|
1.19 to 1.0 |
|
Minimum CF/CPLTD (4) |
|
|
n/a |
|
|
|
n/a |
|
|
|
1.25 to 1.0 |
|
|
|
2.58 to 1.0 |
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ready Mix, Inc.: |
|
June 30, 2008 |
|
December 31, 2007 |
|
|
Minimum |
|
Actual |
|
Minimum |
|
Actual |
Minimum 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 WFEs 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 WFEs 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. |
During July 2008, we completed the expansion of our operations by adding one additional
ready-mix production plant, related production plant equipment and site improvements, with an
aggregate cost of approximately $.75 million, the majority of which, we financed through the
capital expenditure commitment of our WFE credit facility. The new plant will expand our service
area and allow us to better utilize our existing equipment.
As a result of the expansion efforts we have already executed over the past two and a half
years, we have entered into additional debt and operating lease obligations which, in turn, have
increased our total fixed minimum monthly payment obligations. As a result of the downturn in the
economy, operations did not provide the cash flow needed to meet the monthly obligations and cash
reserves were utilized. We do not expect this trend to continue, but cannot assure that cash flow
from operations will be adequate to provide for the cash outflow needed to service all of our
obligations, however we do anticipate that our cash reserves and our revolving credit facility are
sufficient to meet our needs over the next twelve months.
The following table sets forth for the six months ended June 30, 2008 and 2007, certain items
from the condensed statements of cash flows.
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
June 30, |
|
|
2008 |
|
2007 |
(dollars in thousands) |
|
(Unaudited) |
Cash flows provided by (used in) operating activities |
|
$ |
(617 |
) |
|
$ |
2,907 |
|
Cash flows used in investing activities |
|
|
(447 |
) |
|
|
(1,946 |
) |
Cash flows used in financing activities |
|
|
(650 |
) |
|
|
(1,127 |
) |
Cash used in operating activities during interim 2008 of $.6 million represents a $3.5 million
decrease from the amount provided by operating activities during interim 2007. The decrease was
primarily due to the net loss of $1.1 million incurred in interim 2008 compared to net income of
$1.5 million in interim 2007. The decrease was also the result of an increase in the quantity and
cost of raw materials inventoried resulting in a decrease of $.5 million when comparing interim
2008 to interim 2007. The increase in inventory was the result of the timing of delivery of raw
materials and the production of raw materials anticipated to be used or sold in the current period.
Cash used in investing activities during interim 2008 of $.4 million represents a $1.5 million
decrease from the amount used in investing activities during interim 2007. Investing activities
during interim 2008 was due to capital expenditures of $.6 million, partially offset by proceeds
from the disposal of equipment in the amount of $.1 million. Investing activities during interim
2007 were due to capital expenditures of $2.1 million, partially offset by proceeds from the
disposal of equipment in the amount of $.2 million.
Cash used in financing activities during interim 2008 of $.7 million represents a $.4 million
decrease from the amount used in financing activities during interim 2007. Financing activities
during interim 2008 included the receipt of proceeds from notes payable in the amount of $.6
million and proceeds from Meadow Valley of $.2
21
million, offset by the repayment of notes payable
and capital leases of $1.4 million. Financing activities during interim 2007 included the receipt
of proceeds from notes payable in the amount of $2.7 million, offset by the repayment to Meadow
Valley of $.1 million and the repayment of notes payable and capital leases of $3.8 million.
Summary of Contractual Obligations and Commercial Commitments
Contractual obligations at June 30, 2008, and the effects such obligations are expected to
have on our liquidity and cash flow in future periods, are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less than |
|
|
1 - 3 |
|
|
4 - 5 |
|
|
After |
|
|
|
Total |
|
|
1 Year |
|
|
Years |
|
|
Years |
|
|
5 Years |
|
|
|
(dollars in thousands) |
|
Contractual Obligations |
|
|
|
Long-term debt obligations |
|
$ |
10,397 |
|
|
$ |
3,110 |
|
|
$ |
4,534 |
|
|
$ |
1,664 |
|
|
$ |
1,089 |
|
Interest payments on
long-term debt (1) |
|
|
1,815 |
|
|
|
698 |
|
|
|
720 |
|
|
|
257 |
|
|
|
140 |
|
Operating lease obligations |
|
|
5,558 |
|
|
|
2,396 |
|
|
|
3,052 |
|
|
|
110 |
|
|
|
|
|
Purchase obligations |
|
|
31,136 |
|
|
|
3,996 |
|
|
|
8,175 |
|
|
|
8,040 |
|
|
|
10,925 |
|
Other 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 4Notes 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
Our website address is www.readymixinc.com. On our website we make available, free of charge,
our Annual Report on Form 10-K, our most recent quarterly reports on Form 10-Q, current reports on
Form 8-K, Forms 3, 4, and 5 related to beneficial ownership of securities, our code of ethics and
all amendments to those reports as soon as reasonably practicable after such material is
electronically filed with or furnished to the United States Securities and Exchange Commission.
The information on our website is not incorporated into, and is not part of, this report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk generally represents the risk that losses may occur in the values of financial
instruments as a result of movements in interest rates, foreign currency exchange rates and
commodity prices. We do not have foreign currency exchange rate and commodity price market risk.
Interest Rate RiskFrom time to time we temporarily invest our excess cash in
interest-bearing securities issued by high-quality issuers. We monitor risk exposure to monies
invested in securities in our financial institutions. Due to the short time the investments are
outstanding and their general liquidity, these instruments are classified as cash equivalents in
the condensed balance sheet and do not represent a material interest rate risk. Our primary market
risk exposure for changes in interest rates relates to our long-term debt obligations. We manage
our exposure to changing interest rates principally through the use of a combination of fixed and
floating rate debt.
We evaluated the potential effect that near term changes in interest rates would have had on
the fair value of our interest rate risk sensitive financial instruments at June 30, 2008. Assuming
a 100 basis point increase in the
prime interest rate at June 30, 2008, the potential increase in the fair value of our debt
obligations would have been approximately $.01 million at June 30, 2008. See Note 4Notes payable
in the accompanying June 30, 2008 condensed financial statements.
22
Item 4T. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our principal executive officer and principal financial officer, based on their evaluation of
our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that (i)
our disclosure controls and procedures are effective for ensuring that information required to be
disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commissions rules and forms and (ii) our disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be
disclosed by us under the Securities Exchange Act of 1934 is accumulated and communicated to our
management, including our principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.
(b) Managements Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management
conducted an evaluation of the effectiveness of our internal control over financial reporting based
on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal
Control Integrated Framework, our management concluded that our internal control over financial
reporting was effective as of June 30, 2008.
This report does not include an attestation report of the Companys registered public
accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by the Companys registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to provide only
managements report in this report.
(c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during
our last fiscal quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, involved in legal proceedings arising in the normal course
of business. As of the date of this Form 10-Q, the Company is involved in one material legal
proceeding. On November 8, 2007, Kitchell Contractors, Inc. of Arizona filed a complaint
(CV2007-020708) in the Superior Court of the State of Arizona, against the Company for
reimbursement of costs they incurred to remove and replace concrete totaling approximately
$200,000. The claim alleges that the materials supplied to a construction project did not meet the
minimum standards as defined in the contract between the parties. We are disputing their claims
and are vigorously defending against the complaint. As such, no liability has been accrued at June
30, 2008 related to this matter.
Item 1A. Risk Factors
In addition to the other information set forth in this Form 10-Q, you should carefully
consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K
for the year ended December 31, 2007, which could materially affect our business, financial
condition or future results. The risks described in our Annual Report
on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known
to us or that we currently deem to be immaterial also may materially adversely affect our business,
financial condition and/or operating results. There are no material changes to the risk factors
included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 during the
six months ended June 30, 2008.
23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
At the Companys Annual Meeting of Shareholders on June 9, 2008, nominees for directors as
listed in the proxy statement, to hold office for a one year term, expiring 2009 or until election
and qualification of their successors or until their resignation, death, disqualification or
removal from office were elected by the holders of common stock with the following vote:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affirmative |
|
Against |
|
Abstention |
Directors |
|
Votes |
|
Votes |
|
Votes |
Charles E. Cowan |
|
|
3,523,209 |
|
|
|
24,411 |
|
|
|
9,181 |
|
Charles R. Norton |
|
|
3,522,909 |
|
|
|
24,745 |
|
|
|
9,147 |
|
Dan H. Stewart |
|
|
3,522,918 |
|
|
|
24,736 |
|
|
|
9,147 |
|
Don A. Patterson |
|
|
3,525,518 |
|
|
|
21,036 |
|
|
|
10,247 |
|
Bradley E. Larson |
|
|
3,512,261 |
|
|
|
35,393 |
|
|
|
9,147 |
|
Robert R. Morris |
|
|
3,516,784 |
|
|
|
30,870 |
|
|
|
9,147 |
|
Kenneth D. Nelson |
|
|
3,518,868 |
|
|
|
28,686 |
|
|
|
9,247 |
|
A proposal to ratify the selection of Semple, Marchal and Cooper, LLP as the independent
registered public accounting firm for the fiscal year ending December 31, 2008 was approved by the
holders of common stock with the following vote:
|
|
|
|
|
Affirmative |
|
Against |
|
Abstention |
Votes |
|
Votes |
|
Votes |
3,531,192 |
|
19,337 |
|
6,272 |
Item 5. Other Information
None
Item 6. Exhibits
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 1934 |
|
|
31.2 |
|
Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of
the Securities Exchange Act of 1934 |
|
|
32 |
|
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
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act as of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
|
|
|
|
|
READY MIX, INC.
(Registrant) |
|
|
|
|
|
|
|
|
|
|
|
By
|
|
/s/ Bradley E. Larson
Bradley E. Larson
Chief Executive Officer
August 12, 2008
|
|
|
|
|
|
|
|
|
|
|
|
By
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/s/ Clint Tryon |
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Clint Tryon
Chief Financial Officer, Secretary and Treasurer
(Principal Accounting Officer)
August 12, 2008 |
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