RMX Ready Mix

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No 001-32440

RMX HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		86-0830443
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4602 East Thomas Road
Phoenix, Arizona 85018
(Address of principal executive offices)

(602) 249-5814
(Registrant’s telephone number, including area code)

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 checkmark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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):

Large accelerated filer o ;		Accelerated filer o ;		Non-accelerated filer þ ;		Smaller reporting company o
				(Do not check if a smaller reporting company)

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 registrant’s common stock as of May 14, 2010:

3,809,500 shares of Common Stock, $.001 par value per share

 

 

RMX HOLDINGS, INC.
INDEX
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2010

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets — As of March 31, 2010 (Unaudited) and December 31, 2009			3
Condensed Statements of Operations (Unaudited) — Three months ended March 31, 2010 and 2009 and Changes in Stockholders’ Equity (Unaudited)			4
Condensed Statements of Cash Flows (Unaudited) — Three months ended March 31, 2010 and 2009			5
Notes to Condensed Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosure About Market Risk			25
Item 4. Controls and Procedures			25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			26
Item 1A. Risk Factors			26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			26
Item 3. Defaults Upon Senior Securities			26
Item 4. Submission of Matters to a Vote of Security Holders			27
Item 5. Other Information			27
Item 6. Exhibits			27
EX-31.1
EX-31.2
EX-32

PART I — FINANCIAL INFORMATION

Item 1.		Financial Statements

RMX HOLDINGS, INC.

CONDENSED BALANCE SHEETS

		March 31,				December 31,
		2010				2009
		(Unaudited)
Assets:
Current assets:
Cash and cash equivalents		$	330,741			$	1,045,667
Accounts receivable, net			2,261,157				3,047,204
Inventory			1,148,478				1,298,336
Prepaid expenses			520,357				770,763
Income tax receivable			2,236,771				1,876,341
Deferred tax asset			419,418				418,413
Total current assets			6,916,922				8,456,724
Property and equipment, net			10,217,334				12,536,014
Refundable deposits			45,552				79,037
Deferred tax assets			1,565,992				641,710
Total assets		$	18,745,800			$	21,713,485
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable		$	1,996,834			$	1,556,215
Accrued liabilities			1,156,340				725,963
Notes payable			4,756,005				6,317,322
Due to affiliate			—				7,289
Total current liabilities			7,909,179				8,606,789
Notes payable, less current portion			—				—
Deferred tax liability			—				—
Total liabilities			7,909,179				8,606,789
Commitments and contingencies
Stockholders’ equity:
Preferred stock — $.001 par value; 5,000,000 shares authorized, none issued and outstanding			—				—
Common stock — $.001 par value; 15,000,000 shares authorized, 3,809,500 issued and outstanding			3,810				3,810
Additional paid-in capital			18,573,277				18,557,636
Accumulated deficit			(7,740,466	)			(5,454,750	)
Total stockholders’ equity			10,836,621				13,106,696
Total liabilities and stockholders’ equity		$	18,745,800			$	21,713,485

The accompanying notes are an integral part of these condensed financial statements.

RMX HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS AND

CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

		Three months ended
		March 31,
		2010				2009
Revenue:
Revenue		$	4,082,245			$	8,699,050
Revenue — related parties			7,481				5,052
Total revenue			4,089,726				8,704,102
Cost of revenue			6,449,509				10,207,887
Gross loss			(2,359,783	)			(1,503,785	)
General and administrative expenses			(965,310	)			(942,377	)
Gain on sale of assets			404,943				30,963
Lease minimum expense			(696,654	)			—
Loss from operations			(3,616,804	)			(2,415,199	)
Other income (expense):
Interest income			406				5,956
Interest expense			(23,531	)			(24,569	)
Other income			68,498				60,082
			45,373				41,469
Loss before income taxes			(3,571,431	)			(2,373,730	)
Income tax benefit			1,285,715				854,518
Net loss		$	(2,285,716	)		$	(1,519,212	)
Basic net loss per common share		$	(0.60	)		$	(0.40	)
Diluted net loss per common share		$	(0.60	)		$	(0.40	)
Basic weighted average common shares outstanding			3,809,500				3,809,500
Diluted weighted average common shares outstanding			3,809,500				3,809,500

		Common Stock
		Number of								Additional
		Shares								Paid-in				Accumulated
		Outstanding				Amount				Capital				Deficit
Balance at January 1, 2010			3,809,500			$	3,810			$	18,557,636			$	(5,454,750	)
Stock based compensation expense			—				—				15,641				—
Net loss for the three months ended March 31, 2010			—				—				—				(2,285,716	)
Balance at March 31, 2010			3,809,500			$	3,810			$	18,573,277			$	(7,740,466	)

The accompanying notes are an integral part of these condensed financial statements.

RMX HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three months ended
		March 31,
		2010				2009
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
Cash received from customers		$	4,947,033			$	10,652,521
Cash paid to suppliers and employees			(6,123,601	)			(10,456,002	)
Taxes paid			—				(45	)
Interest received			406				5,956
Interest paid			(23,531	)			(24,569	)
Net cash provided by (used in) operating activities			(1,199,693	)			177,861
Cash flows from investing activities:
Purchase of property and equipment			—				(11,372	)
Cash received from sale of equipment			2,053,373				52,204
Net cash provided by investing activities			2,053,373				40,832
Cash flows from financing activities:
Repayment of due to affiliate			(7,289	)			(107,067	)
Repayment of notes payable			(1,561,317	)			(783,639	)
Net cash used in financing activities			(1,568,606	)			(890,706	)
Net decrease in cash and cash equivalents			(714,926	)			(672,013	)
Cash and cash equivalents at beginning of period			1,045,667				4,204,280
Cash and cash equivalents at end of period		$	330,741			$	3,532,267
Reconciliation of net loss to net cash provided by (used in) operating activities:
Net loss		$	(2,285,716	)		$	(1,519,212	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			670,248				1,197,899
Gain on sale of equipment			(404,943	)			(30,963	)
Deferred taxes, net			(925,285	)			(11,988	)
Stock-based compensation expense			15,641				49,950
Provision for doubtful accounts			(2,762	)			(270,417	)
Changes in operating assets and liabilities:
Accounts receivable			788,809				1,888,337
Prepaid expenses			250,406				(942,287	)
Inventory			149,858				(312,165	)
Income tax receivable			(360,430	)			(842,575	)
Refundable deposits			33,485				—
Accounts payable			440,619				(171,864	)
Accrued liabilities			430,377				1,143,146
Net cash provided by (used in) operating activities		$	(1,199,693	)		$	177,861

The accompanying notes are an integral part of these condensed financial statements.

RMX HOLDINGS, 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 RMX Holdings, Inc., f/k/a Ready Mix, Inc., (“we,” “us,” “our” or the “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, 2009 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 (“GAAP”) have been condensed or omitted, as permitted by the SEC, although we believe the disclosures, that 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 March 31, 2010, and the results of our operations and cash flows for the periods presented. The December 31, 2009 balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

      Seasonal Variations:

          Interim results are subject to significant seasonal variations and the results of operations for the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the full year.

      Nature of Corporation:

          The Company was organized under the laws of the State of Nevada on June 21, 1996. The Company began operations in March 1997 and is 69% owned by Meadow Valley Parent Corp (“Parent”). The Company entered into an agreement to sell substantially all of its ready-mix concrete operations in January 2010 and completed this sale on April 1, 2010.

      Reclassifications :

          Certain balances in the accompanying financial statements were reclassified to conform to the current year’s presentation.

      Accounting Estimates:

          The preparation of financial statements in conformity with GAAP 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 condensed financial statements.

      Revenue Recognition:

          We recognize revenue on the sale of our concrete and aggregate products at the time of delivery and acceptance and only when all of 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
	•		Collectability 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.

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies and Use of Estimates (Continued):

      Loss per Share:

          The loss per share accounting guidance provides for the calculation of basic and diluted loss per share. Basic loss per share includes no dilution and is computed by dividing earnings or losses available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution of securities that could share in the earnings or losses 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 according to the fair value recognition provisions of the stock-based compensation accounting guidance. 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 generally determined using an average of the contractual term and vesting period of the award and in some cases the contractual term is used;
	•		Expected volatility is measured using the average of historical daily changes in the market price of the Company’s common stock since the Company’s initial public offering;
	•		Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and
	•		Forfeitures are based on the history of cancellations of similar awards granted by the Company and management’s analysis of potential forfeitures.

      Fair Value of Financial Instruments:

          The carrying amounts of financial instruments including cash, certain current maturities of long-term debt, accrued liabilities and long-term debt approximate fair value because of their short maturities or for long term debt based on borrowing rates currently available to the Company for loans with similar terms and maturities.

          The balance of due to affiliate as of March 31, 2010 and December 31, 2009, was $0 and $7,289, respectively. During the quarters ended March 31, 2010 and 2009, no interest was paid as the balance due to or from affiliate was paid monthly. Each current month-end balance is repaid in the following month for expenditures incurred by the affiliate on behalf of the Company or sales made to the affiliate.

      Recent Accounting Pronouncements

          With the exceptions of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the quarter ended March 31, 2010, that are of significance, or potential significance, to us.

          In June 2009, the FASB issued authoritative guidance surrounding accounting for transfers of financial assets. This guidance removes the concept of a qualifying special-purpose entity arising from existing guidance determining accounting for transfers and servicing of financial assets and extinguishments of liabilities and removes the exception from additional existing guidance. This guidance also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. This guidance became effective for the Company’s fiscal year beginning January 1, 2010 and did not affect the Company’s financial position and results of operations.

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies and Use of Estimates (Continued):

      Recent Accounting Pronouncements (Continued):

          In June 2009, the FASB issued authoritative guidance changing how a reporting company determines when an entity that is insufficiently capitalized or is not controlled through voting should be consolidated. The guidance requires a number of new disclosures about a reporting company’s involvement with variable interest entities, any significant changes in risk exposure due to that involvement and how that involvement affects the reporting company’s financial statements. This guidance became effective beginning January 1, 2010. As this guidance amends provisions surrounding the consolidation of reporting companies’ financial statements, it’s adoption did not affect the Company’s financial position and results of operations.

          In January 2010, the FASB issued authoritative guidance regarding assets and liabilities measured at fair value using significant unobservable inputs (Level 3 fair value measurements). This guidance requires separate disclosures about purchases, sales, issuances and settlements and will be effective for the Company in 2011. The Company does not expect the adoption of this guidance to have a material effect on its financial statements.

2. Unaudited Pro Forma Sale Transaction Information:

          On April 1, 2010, the Company completed the sale of substantially all of its assets constituting its ready-mix concrete business to Skanon Investments, Inc. and certain acquisition entities designated by Skanon (together, “Skanon”) for a purchase price of $9.75 million in cash (the “Asset Sale”), as contemplated by that certain Asset Purchase Agreement, dated as of January 29, 2010 between the Company and Skanon (the “Purchase Agreement”). Skanon also assumed certain of the Company’s liabilities specified in the Purchase Agreement.

          In connection with the Asset Sale, the Company and Skanon entered into a letter agreement dated April 1, 2010 (the “Letter Agreement”). Under the terms of the Letter Agreement the Company and Skanon agreed to certain matters related to the Asset Sale including: (i) the procedures pursuant to which the Company will, on behalf of Skanon, auction certain equipment located in Moapa, Nevada as contemplated in Section 2.4 of the Purchase Agreement; (ii) the acquisition of the Company’s batch plant facility located near Las Vegas, Nevada by Skanon for $125,000 cash, paid to the Company on April 1, 2010, in lieu of Skanon’s assumption of the Company’s lease of this batch plant as contemplated in Section 2.3 of the Purchase Agreement; (iii) that the value of the income tax receivable referenced in Sections 2.1(f) and 2.2.9 of the Purchase Agreement payable to Buyer will equal, but not exceed, $1,107,000; and (iv) the sublease of a specified equipment lease to Skanon in lieu of an assignment of this equipment lease to Skanon as contemplated in Section 2.3 of the Purchase Agreement.

          The following unaudited pro forma condensed financial information of the Company is designed to show how the Asset Sale might have affected its historical financial statements if such Asset Sale had been contemplated at an earlier time. The following unaudited pro forma condensed financial information was prepared based on the historical financial results of the Company. The following should be read in conjunction with the Company’s annual financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and this Quarterly Report on Form 10-Q for the three months ended March 31, 2010.

          The unaudited pro forma condensed balance sheet data as of March 31, 2010 is presented as if the Asset Sale occurred in its entirety as of that date. The unaudited pro forma condensed statements of operations data for the three months ended March 31, 2010 is presented as if the asset sale occurred in its entirety on January 1, 2010.

          The unaudited pro forma condensed balance sheet data as of December 31, 2009 is presented as if the Asset Sale occurred in its entirety as of that date. The unaudited pro forma condensed statements of operations data for the year ended December 31, 2009 is presented as if the asset sale occurred in its entirety on January 1, 2009.

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

2. Unaudited Pro Forma Sale Transaction Information (Continued):

          Preparation of the unaudited pro forma condensed financial information is provided for informational purposes only, and is based on assumptions considered appropriate by the Company’s management. The pro forma condensed financial information is unaudited and is not necessarily indicative of results which would have occurred if the transactions described above had been consummated as of the dates indicated, nor does it purport to represent the future financial position or results of operations for future periods. In management’s opinion, all adjustments necessary to reflect the effects of the dates of the transactions listed above have been made.

RMX HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF MARCH 31, 2010

						Pro Forma
		Historical				Adjustments				Pro Forma
Assets:
Current assets:
Cash and cash equivalents		$	330,741			$	5,998,975	(1)		$	6,329,716
Accounts receivable, net			2,261,157				(2,087,213	) (2)			173,944
Inventory			1,148,478				(1,008,478	) (2)			140,000
Prepaid expenses			520,357				(454,514	) (2)			65,843
Income tax receivable			2,236,771				(1,107,000	) (2)			1,129,771
Deferred tax asset			419,418				—				419,418
Total current assets			6,916,922				1,341,770				8,258,692
Property and equipment, net			10,217,334				(8,117,524	) (2)			2,099,810
Refundable deposits			45,552				(5,500	) (2)			40,052
Deferred tax assets			1,565,992				—				1,565,992
Total assets		$	18,745,800			$	(6,781,254	)		$	11,964,546
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable		$	1,996,834			$	(1,996,834	) (2)		$	—
Accrued liabilities			1,156,340				(1,145,904	) (2)			10,436
Notes payable			4,756,005				(4,756,005	) (2)			—
Total current liabilities			7,909,179				(7,898,743	)			10,436
Notes payable, less current portion			—				—				—
Total liabilities			7,909,179				(7,898,743	)			10,436
Commitments and contingencies
Stockholders’ equity:
Preferred stock — $.001 par value; 5,000,000 shares authorized, none issued and outstanding			—				—				—
Common stock — $.001 par value; 15,000,000 shares authorized, 3,809,500 issued and outstanding			3,810				—				3,810
Additional paid-in capital			18,573,277				—				18,573,277
Accumulated deficit			(7,740,466	)			1,117,489				(6,622,977	)
Total stockholders’ equity			10,836,621				1,117,489				11,954,110
Total liabilities and stockholders’ equity		$	18,745,800			$	(6,781,254	)		$	11,964,546

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

2. Unaudited Pro Forma Sale Transaction Information (Continued):

RMX HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2010

						Pro Forma
		Historical				Adjustments				Pro Forma
Revenue:
Revenue		$	4,082,245			$	(4,082,245	) (3)		$	—
Revenue — related parties			7,481				(7,481	) (3)			—
Total revenue			4,089,726				(4,089,726	)			—
Cost of revenue			6,449,509				(6,449,509	) (3)			—
Gross loss			(2,359,783	)			2,359,783				—
General and administrative expenses			(965,310	)			777,930	(3)			(187,380	)
Gain (loss) on sale of assets			404,943				(844,943	) (3)			(440,000	)
Lease minimum expense			(696,654	)			149,100				(547,554	)
Loss from operations			(3,616,804	)			2,441,870				(1,174,934	)
Other income (expense):
Interest income			406				14,594	(4)			15,000
Interest expense			(23,531	)			23,531	(4)			—
Other income			68,498				(14,498	) (3)			54,000
			45,373				23,627				69,000
Loss before income taxes			(3,571,431	)			2,465,497				(1,105,934	)
Income tax benefit			1,285,715				(887,579	) (3)			398,136
Net loss		$	(2,285,716	)		$	1,577,918			$	(707,798	)
Basic net loss per common share		$	(0.60	)						$	(0.19	)
Diluted net loss per common share		$	(0.60	)						$	(0.19	)
Basic weighted average common shares outstanding			3,809,500								3,809,500
Diluted weighted average common shares outstanding			3,809,500								3,809,500

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

2. Unaudited Pro Forma Sale Transaction Information (Continued):

RMX HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
AS OF DECEMBER 31, 2009

						Pro Forma
		Historical				Adjustments				Pro Forma
Assets:
Current assets:
Cash and cash equivalents		$	1,045,667			$	5,284,049	(5)		$	6,329,716
Accounts receivable, net			3,047,204				(2,873,260	) (6)			173,944
Inventory			1,298,336				(1,158,336	) (6)			140,000
Prepaid expenses			770,763				(693,170	) (6)			77,593
Income tax receivable			1,876,341				(746,570	) (6)			1,129,771
Deferred tax asset			418,413				—				418,413
Total current assets			8,456,724				(187,287	)			8,269,437
Property and equipment, net			12,536,014				(10,436,204	) (6)			2,099,810
Refundable deposits			79,037				(38,985	) (6)			40,052
Deferred tax assets			641,710				—				641,710
Total assets		$	21,713,485			$	(10,662,476	)		$	11,051,009
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable		$	1,556,215			$	(1,556,215	) (6)		$	—
Accrued liabilities			725,963				(715,527	) (6)			10,436
Notes payable			6,317,322				(6,317,322	) (6)			—
Due to affiliate			7,289				(7,289	) (6)			—
Total current liabilities			8,606,789				(8,596,353	)			10,436
Notes payable, less current portion			—				—				—
Deferred tax liability			—				—				—
Total liabilities			8,606,789				(8,596,353	)			10,436
Commitments and contingencies
Stockholders’ equity:
Preferred stock — $.001 par value; 5,000,000 shares authorized, none issued and outstanding			—				—				—
Common stock — $.001 par value; 15,000,000 shares authorized, 3,809,500 issued and outstanding			3,810				—				3,810
Additional paid-in capital			18,557,636				—				18,557,636
Accumulated deficit			(5,454,750	)			(2,066,123	)			(7,520,873	)
Total stockholders’ equity			13,106,696				(2,066,123	)			11,040,573
Total liabilities and stockholders’ equity		$	21,713,485			$	(10,662,476	)		$	11,051,009

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

2. Unaudited Pro Forma Sale Transaction Information (Continued):

RMX HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2009

						Pro Forma
		Historical				Adjustments				Pro Forma
Revenue:
Revenue		$	26,994,749			$	(26,994,749	) (7)		$	—
Revenue — related parties			10,201				(10,201	) (7)			—
Total revenue			27,004,950				(27,004,950	)			—
Cost of revenue			34,309,472				(34,309,472	) (7)			—
Gross loss			(7,304,522	)			7,304,522				—
General and administrative expenses			(3,303,888	)			2,585,368	(7)			(718,520	)
Loss on sale of assets			(374,275	)			(65,725	) (8)			(440,000	)
Lease minimum expense			—				(44,506	) (8)			(44,506	)
Impairment of assets			(6,235,903	)			6,235,903	(7)			—
Loss from operations			(17,218,588	)			16,015,562				(1,203,026	)
Other income (expense):
Interest income			12,486				47,514	(9)			60,000
Interest expense			(101,891	)			101,891	(9)			—
Other income			322,773				(106,773	) (7)			216,000
			233,368				42,632				276,000
Loss before income taxes			(16,985,220	)			16,058,194				(927,026	)
Income tax benefit			3,455,677				(3,121,948	) (7)			333,729
Net loss		$	(13,529,543	)		$	12,936,246			$	(593,297	)
Basic net loss per common share		$	(3.55	)						$	(0.16	)
Diluted net loss per common share		$	(3.55	)						$	(0.16	)
Basic weighted average common shares outstanding			3,809,500								3,809,500
Diluted weighted average common shares outstanding			3,809,500								3,809,500

Management’s Assumptions:

          The Company assumes that the Company will be debt free and will have no operations. Therefore, the Company will operate as a shell company until such time, if ever, a new business is merged with or acquired by the Company. No assurance can be given that such a transaction will be consummated or, if consummated, will be with terms favorable to the Company.

          The following is a description of the unaudited pro forma adjustments to the Company’s historical condensed financial statements:

(1)

Reflects the cash proceeds received from the Asset Sale net of operating cash balances at March 31, 2010, transaction costs, debt repayments and amounts paid related to lease minimum expenses.

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

2. Unaudited Pro Forma Sale Transaction Information (Continued):

Management’s Assumptions (Continued):

(2)

Reflects the removal of assets and liabilities sold or disposed with the sale as if the sale was consummated on March 31, 2010.

(3)

Reflects the removal of the operations and related operational changes to the Company as a result of the sale as if the transaction was consummated on January 1, 2010.

(4)

Reflects the removal of interest expense and related interest charges as if the debt was assumed as of January 1, 2010 and reflects interest income earned, assuming a 1% yield, on cash balances received from the proceeds of the sale received on January 1, 2010.

(5)

Reflects the cash proceeds received from the Asset Sale net of operating cash balances at December 31, 2009, transaction costs, debt repayments and amounts paid related to lease minimum expenses.

(6)

Reflects the removal of assets and liabilities sold or disposed with the sale as if the sale was consummated on December 31, 2009.

(7)

Reflects the removal of the operations and related operational changes to the Company as a result of the sale as if the transaction was consummated on January 1, 2009.

(8)

Reflects nonrecurring costs associated with the sale but incurred after the completion of the sale specifically related to the sale of certain equipment and the payment of certain lease minimum requirements.

(9)

Reflects the removal of interest expense and related interest charges as if the debt was assumed as of January 1, 2009 and reflects interest income earned, assuming a 1% yield, on cash balances received from the proceeds of the sale received on January 1, 2009.

          This unaudited pro forma financial information includes certain nonrecurring immaterial effects that include assumption (8) as well as costs incurred ($240,000) as it relates to operating lease buyout amounts for 15 mixer trucks that were not assumed by Skanon. The buyout assumes that the mixer trucks would be bought out and sold at auction concurrently after the sale.

          The following table provides a reconciliation of the sales price of $9,750,000 to the $6,329,716 pro forma cash balance amount.

Proceeds pursuant to Purchase Agreement		$	9,750,000
Sale of batch plant facility pursuant to Letter Agreement			125,000
Less:			—
Repayment of building mortgage in full			(1,260,478	)
Lease minimum costs			(992,494	)
Batch plant facility lease buy-out			(104,743	)
Transaction expenses			(1,187,569	)
		$	6,329,716

          The lease minimum costs listed above are amounts required by two of the Company’s batch plant facility lessors. In one case, $355,494 was paid in order to meet the minimum lease obligation and cancel the lease as the lease was not assumed by Skanon. The remaining $637,000 was paid in order to meet the minimum lease obligation for the current lease year through April 1, 2010 and includes aggregate material that is included as inventory of $140,000. This second lease was assumed by Skanon.

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

3. Stock-Based Compensation:

          The Company accounts for stock-based compensation utilizing the fair value recognition provisions of stock-based compensation accounting guidance. 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 March 31, 2010, 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 up to 675,000 shares of the Company’s common stock in 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 March 31, 2010, 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 March 31, 2010, 325,250 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 they 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 Company’s 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 prior to
		January 1, 2010
Dividend yield			0	%
Expected volatility			21.4% - 66.4	%
Weighted-average volatility			40.71	%
Risk-free interest rate			1.99% - 5.00	%
Expected life of options (in years)			3-5
Weighted-average grant-date fair value		$	2.02

          During the three months ended March 31, 2010, no options to purchase shares of the Company’s common stock were granted. The following table summarizes additional stock option activity during the three months ended March 31, 2010:

										Weighted Average
						Weighted Average				Remaining				Aggregate				Aggregate
						Exercise Price				Contractual				Fair				Intrinsic
		Shares				per Share				Term (1)				Value				Value (2)
Outstanding January 1, 2010			550,375			$	7.67				2.08			$	1,129,304
Granted			—				—								—
Exercised			—				—								—				—
Forfeited or expired			(202,625	)			11.00								(395,119	)
Outstanding March 31, 2010			347,750			$	5.73				3.00			$	734,185			$	1,850
Exercisable March 31, 2010			224,417			$	7.66				2.47			$	590,535			$	883

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

3. Stock-Based Compensation (Continued):

          A summary of the status of the Company’s nonvested shares as of March 31, 2010 and changes during the three months ended March 31, 2010 is presented below:

						Weighted Average
						Grant-Date
		Shares				Fair Value
Nonvested stock options at January 1, 2010			167,500			$	1.15
Granted			—				—
Vested			(44,167	)			1.12
Forfeited			—				—
Nonvested stock options at March 31, 2010			123,333			$	1.16

          The following table summarizes various information regarding award grants, exercises and vested options to purchase the Company’s shares of common stock for the three months ended March 31, 2010 and 2009:

		2010				2009
Number of options to purchase shares granted			—				180,000
Weighted-average grant-date fair value		$	—			$	1.12
Number of options to purchase shares exercised			—				—
Aggregate intrinsic value of options exercised		$	—			$	—
Number of options to purchase shares vested			44,167				20,000
Aggregate fair value of options vested		$	49,425			$	22,200

          During the three months ended March 31, 2010 and 2009, the Company recognized compensation expense of $15,641 and $49,950, respectively, and a tax benefit of $1,003 and $11,988, respectively, related to grants of options to purchase shares of the Company’s common stock. As of March 31, 2010, there was $126,867 of total unrecognized compensation cost. That cost is expected to be recognized over the weighted average period of 2.0 years. During the three months ended March 31, 2010, options to purchase 202,625 shares of the Company’s common stock were forfeited, with a weighted average fair value per share of $1.95 at the date of grant, or a total fair value of $395,119.

4. 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 three months ended March 31, 2010 and 2009, the Company incurred $15,641 and $49,950, respectively, in stock-based compensation expense associated with stock option grants to employees and directors.

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

5. Notes Payable:

          Notes payable consists of the following:

		March 31,				December 31,
		2010				2009
7.99% note payable, with monthly principal payments of $14,362 plus interest, due March 25, 2011, collateralized by equipment		$	—			$	272,876
8.14% note payable, with monthly principal payments of $30,470 plus interest, due March 28, 2011, collateralized by equipment			428,411				578,938
8.45% notes payable, with combined monthly principal payments of $20,922 plus interest, due June 28, 2011, collateralized by equipment			233,520				374,375
7.46% note payable, with a monthly payment of $13,867, due May 26, 2021, collateralized by a building and land			1,256,190				1,274,491
7.90% note payable, with monthly principal payments of $10,774 plus interest, due November 30, 2011, collateralized by equipment			—				290,905
7.13% note payable, with monthly principal payments of $34,966 plus interest, due February 28, 2013, collateralized by equipment			1,379,827				1,468,591
7.13% note payable, with monthly principal payments of $5,375 plus interest, due February 28, 2012, collateralized by equipment			136,118				161,260
7.35% note payable, with monthly principal payments of $2,793 plus interest, due September 28, 2012, collateralized by equipment			97,694				103,329
6.25% notes payable, with combined monthly principal payments of $5,705 plus interest, due January 28, 2012, collateralized by equipment			153,465				165,455
5.39% note payable, with monthly principal payments of $2,695 plus interest, due March 21, 2012, collateralized by equipment			75,463				83,549
5.65% note payable, with monthly principal payments of $11,440 plus interest, due April 18, 2013, collateralized by equipment			—				503,379
		$	3,760,688			$	5,277,148

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

5. Notes Payable (Continued):

          Notes payable consists of the following (Continued):

		March 31,				December 31,
		2010				2009
Total from previous page		$	3,760,688			$	5,277,148
6.25% note payable, with monthly principal payments of $5,448 plus interest, due June 26, 2011, collateralized by equipment			108,954				119,849
6.80% notes payable, with combined monthly principal payments of $9,782 plus interest, due June 26, 2013 and June 26, 2014, collateralized by equipment			528,850				548,414
6.99% note payable, with monthly principal payments of $2,420 plus interest, due November 30, 2013, collateralized by equipment			118,589				123,430
6.99% notes payable, with combined monthly principal payments of $4,778 plus interest, due December 29, 2013, collateralized by equipment			238,924				248,481
			4,756,005				6,317,322
Less: current portion			(4,756,005	)			(6,317,322	)
		$	—			$	—

          Following are maturities of long-term debt as of March 31, 2010 for each of the following years:

2011		$	4,756,005
2012			—
2013			—
2014			—
2015			—
Subsequent to 2015			—
		$	4,756,005

          All of the Company’s notes were re-paid in full in connection with the completion of the Asset Sale on April 1, 2010. The Company was subject to certain covenant requirements in connection with its credit agreements and its lease agreements. Covenants pertaining to the lease agreements remain in force until the termination of those respective leases, however, the lessor under these lease agreements has agreed to waive all of the Company’s covenant requirements with its acceptance of the Company’s sublease to Skanon of the equipment secured under these lease agreements.

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

6. Commitments:

          During the three months ended March 31, 2010, the Company extended its office lease in Las Vegas, Nevada. The extended lease expires June 30, 2010 and the lease payment is $9,738.

          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 officer’s or director’s 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 that there is no current or expected litigation against its officers and directors, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 2010.

          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 Company’s activities or, in some cases, as a result of the indemnified party’s 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 March 31, 2010.

          The Company is, from time to time, involved in legal proceedings arising in the normal course of business. During the quarter ended March 31, 2010, the Company was not involved in any material legal proceedings.

7. Loss per Share:

          The loss per share accounting guidance provides for the calculation of basic and diluted earnings loss per share. Basic loss per share includes no dilution and is computed by dividing earnings or losses available to common stockholders by the weighted average number of common shares outstanding for the period.

          Diluted earnings or losses per share reflect the potential dilution of securities that could share in the earnings or losses of an entity, as set forth below:

		Three months ended March 31,
		2010				2009
Weighted average common shares outstanding			3,809,500				3,809,500
Dilutive effect of:
Stock options and warrants			—				—
Weighted average common shares outstanding assuming dilution			3,809,500				3,809,500

          All dilutive common stock equivalents are reflected in our loss per share calculations. Anti-dilutive common stock equivalents are not included in our loss per share calculations. For the three months ended March 31, 2010, the Company had a weighted average of outstanding options to purchase 416,904 shares of common stock at a range of $1.99 to $12.85 per share, which were not included in the loss 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 loss per share calculation as they were anti-dilutive.

RMX HOLDINGS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

7. Loss per Share (Continued):

          For the three months ended March 31, 2009, the Company had outstanding options to purchase 213,875 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, outstanding options to purchase 20,000 shares of common stock at a per share exercise price of $6.40, outstanding options to purchase 80,000 shares of common stock at a per share exercise price of $2.07 and outstanding options to purchase 100,000 shares of common stock at a per share exercise price of $1.99, in each case 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 Company’s effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which it operates. In accordance with the accounting guidance surrounding interim financial reporting, 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, the Company refines the estimates of the year’s 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 Company’s effective tax rate and in evaluating the Company’s tax positions.

          The effective income tax rate of approximately 36%, respectively, for the three months ended March 31, 2010 and 2009, differed from the statutory rate, due primarily to state income taxes and non-deductible stock-based compensation expense associated with employee incentive stock options.

9. Subsequent Events:

          The Company has evaluated subsequent events through May 17, 2010, which is the date the financial statements were issued.

          As described in Note 2, on April 1, 2010, the Company completed the sale of substantially all of its assets constituting its ready-mix concrete business to Skanon for a purchase price of $9.75 million in cash, as contemplated by the Purchase Agreement, dated as of January 29, 2010 between the Company and Skanon. Skanon also assumed certain of the Company’s liabilities specified in the Purchase Agreement.

          On April 26, 2010, the Company received a staff determination letter (the “Staff Determination”) from NYSE Amex LLC (the “Exchange”) indicating that the Company no longer complies with the requirements for continued listing set forth in NYSE Amex LLC Company Guide Section 1003(c)(i) as a result of the Asset Sale, as previously reported by the Company on a Form 8-K filed on April 5, 2010, and that shares of the Company’s common stock are, therefore, subject to being delisted from the Exchange. The Company did not appeal the Staff Determination. The Exchange has notified the Company that if the Company did not appeal the Staff Determination, it would become final on April 30, 2010, and the Exchange will suspend trading of the Company’s common stock and submit an application to the Securities and Exchange Commission to strike the Company’s common stock from listing and registration on the Exchange in accordance with Section 12 of the Securities and Exchange Act of 1934 and the rules promulgated thereunder.

Item 2. Management’s 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, 2009, and any changes thereto in Part II. Item 1A. “Risk Factors” of this Form 10-Q.

          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 management’s discussion and analysis of certain significant factors affecting the Company’s 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 and analysis are forward-looking statements.

          Historically, we have been a producer of ready-mix concrete in the Las Vegas, Nevada and Phoenix, Arizona metropolitan areas. On April 1, 2010, we sold substantially all of our operating assets and liabilities as part of our efforts to maximize shareholder value. Our board of directors is continuing to evaluate our strategic alternatives and our next steps. We expect to make further public comment regarding next steps when our board of directors has approved a specific course of action or otherwise deems disclosure of significant developments is appropriate.

Overview

          As previously reported on a current report on Form 8-K filed on April 5, 2010, on April 1, 2010, we completed the sale of substantially all of our assets constituting our ready-mix concrete business to Skanon Investments, Inc. and certain acquisition entities designated by Skanon (together, “Skanon”) for a purchase price of $9.75 million in cash (the “Asset Sale”), as contemplated by that certain Asset Purchase Agreement, dated as of January 29, 2010 between us and Skanon (the “Purchase Agreement”). Skanon also assumed certain of the Company’s liabilities specified in the Purchase Agreement.

          As previously reported on a current report on Form 8-K filed on April 5, 2010, in connection with the Asset Sale, we and Skanon entered into a letter agreement dated April 1, 2010 (the “Letter Agreement”). Under the terms of the Letter Agreement, we and Skanon agreed to certain matters related to the Asset Sale including: (i) the procedures pursuant to which we will, on behalf of Skanon, auction certain equipment located in Moapa, Nevada as contemplated in Section 2.4 of the Purchase Agreement; (ii) the acquisition of our batch plant facility located near Las Vegas, Nevada by Skanon for $125,000 cash, paid to us on April 1, 2010, in lieu of Skanon’s assumption of our lease of this batch plant as contemplated in Section 2.3 of the Purchase Agreement; (iii) that the value of the income

tax receivable referenced in Sections 2.1(f) and 2.2.9 of the Purchase Agreement payable to Buyer will equal, but not exceed, $1,107,000; and (iv) the sublease of a specified equipment lease to Skanon in lieu of an assignment of this equipment lease to Skanon as contemplated in Section 2.3 of the Purchase Agreement.

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, 2009. We believe our most critical accounting policies are the collectability of accounts receivable, the valuation of property and equipment, estimating income taxes, classification of leases 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 debt at March 31, 2010 and December 31, 2009 amounted to $704,180 and $706,942, 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. Should our estimate for the provision of bad debt not be sufficient to allow for the write off of future bad debt 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 a future period. Furthermore, if one or more major customers fail to pay us, it would significantly affect our current results as well as future estimates. We pursue our lien rights to minimize our exposure to delinquent accounts.

          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 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 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.

          The Company evaluated the recoverability of all of its long-lived assets during the fourth quarter of 2009. Since the Company agreed to sell substantially all of its assets and liabilities on January 29, 2010, the Company measured recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the closing of the Purchase Agreement. The Company identified an impairment related to the property and equipment included in the Purchase Agreement and recorded a charge of $6.2 million, which represents the amount that the carrying value of these assets exceeded estimated fair value at December 31, 2009.

          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 March 31, 2010, we had total deferred tax assets of $2.4 million with no valuation allowance and total deferred tax liabilities of $0.4 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 were to require us to amend a prior year’s 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 follow the authoritative guidance issued by FASB as it relates to the classification of leases. One factor when determining if a lease is an operating lease or a capital lease, is the intention from the inception of the lease regarding the final ownership, or transfer of title, of the asset to be leased. At the inception of our current operating lease agreements, we did not intend to take title of those vehicles at the conclusion of the leases. Therefore, we did not request transfer of ownership provisions at the conclusion of the leases such as bargain purchase options or direct transfers of ownership. Since we do not intend to take ownership at the conclusion of the leases and we do not meet the remaining criteria for capitalization, the leases are classified as operating leases. If we had desired at the inception of the leases to have the ownership transferred to us at the conclusion of the leases, we would have classified those leases as capital leases and would have recorded the ready-mix trucks as assets on our balance sheet as well as recording the liability as capital lease obligations. We believe that the lease expense under the operating lease classification approximates the depreciation expense which would have been incurred if the leases had been classified as capital leases.

          We value share-based payment awards according to the fair value recognition provisions of the stock-based compensation authoritative guidance. Under this guidance we recognize compensation expense for all share-based payments granted. Accordingly, we use the Black-Scholes option valuation model to value the share-based payment awards. Under fair value recognition provisions, 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 management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s 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 3 — Stock-Based Compensation in the accompanying Notes to the Financial Statements for a further discussion on stock-based compensation.

New Accounting Pronouncements

          With the exceptions of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the quarter ended March 31, 2010, that are of significance, or potential significance, to us.

          In June 2009, the FASB issued authoritative guidance surrounding accounting for transfers of financial assets. This guidance removes the concept of a qualifying special-purpose entity arising from existing guidance determining accounting for transfers and servicing of financial assets and extinguishments of liabilities and removes the exception from additional existing guidance. This guidance also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. This guidance became effective for our fiscal year beginning January 1, 2010 and did not affect our financial position and results of operations.

          In June 2009, the FASB issued authoritative guidance changing how a reporting company determines when an entity that is insufficiently capitalized or is not controlled through voting should be consolidated. The guidance requires a number of new disclosures about a reporting company’s involvement with variable interest entities, any

significant changes in risk exposure due to that involvement and how that involvement affects the reporting company’s financial statements. This guidance became effective beginning January 1, 2010. As this guidance amends provisions surrounding the consolidation of reporting companies’ financial statements, its adoption did not affect our financial position and results of operations.

          In January 2010, the FASB issued authoritative guidance regarding assets and liabilities measured at fair value using significant unobservable inputs (Level 3 fair value measurements). This guidance requires separate disclosures about purchases, sales, issuances and settlements and will be effective for us in 2011. We do not expect the adoption of this guidance to have a material effect on our financial statements.

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:

		Three months ended
		March 31,
		2010								2009
(dollars in thousands)		(Unaudited)
Revenue		$	4,082				99.8	%		$	8,699				99.9	%
Related party revenue			7				0.2	%			5				0.1	%
Total revenue			4,089				100.0	%			8,704				100.0	%
Gross loss			(2,360	)			-57.7	%			(1,504	)			-17.3	%
General and administrative expenses			965				23.6	%			942				10.8	%
Loss from operations			(3,617	)			-88.4	%			(2,415	)			-27.8	%
Interest income			—				0.0	%			6				0.1	%
Interest expense			(24	)			-0.6	%			(25	)			-0.3	%
Other income			69				1.7	%			60				1.0	%
Income tax benefit			1,286				31.4	%			855				9.8	%
Net loss		$	(2,286	)			-55.9	%		$	(1,519	)			-17.5	%
Depreciation and amortization		$	670				16.4	%		$	1,198				13.8	%

Three months ended March 31, 2010 compared to three months ended March 31, 2009

           Revenue . Revenue decreased 53.0% to $4.1 million for the three months ended March 31, 2010, which we refer to as “Interim 2010,” from $8.7 million for the three months ended March 31, 2009, which we refer to as “Interim 2009.” The decreased revenue resulted primarily from a 46.3% decrease in the sale of cubic yards of concrete, which we refer to as “units,” aggravated by a 13.8% decrease in the average unit sales price. The decreased volume in interim 2010 was due to the continued decline in the housing market, which has negatively affected our residential concrete customers and has created an overall slowdown in the construction sector of our market. The overall demand for ready-mix concrete has decreased and the average number of ready-mix concrete providers has remained relatively the same in our market. The result of this intense market competition has been a decreased average unit sales price. We expect the intense level of competition in our market to continue until the market recovers from the current economic downturn or there is a decrease in the number of ready-mix providers in our market.

          We provide ready-mix concrete to related parties. Revenue from related parties for Interim 2010 was $7.5 thousand or .2% of total revenue, compared to $5.0 thousand or .1% of total revenue in Interim 2009. 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.

           Gross Loss. Gross loss increased to $2.4 million in Interim 2010 from $1.5 million in Interim 2009 and the gross loss margin decreased to (57.7%) from (17.3%) in the respective periods. The decrease in the gross loss margin during Interim 2010 when compared to Interim 2009 was primarily due to reduced sales volume and reduced

average selling price. Our 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 decreased from $1.2 million for Interim 2009 to $0.7 million for Interim 2010. The primary reason for the decrease is that in connection with our impairment analysis in the fourth quarter of 2009, we reduced our depreciable basis which reduced the calculated depreciation expense going forward.

           General and Administrative Expenses. General and administrative expenses increased slightly to $.97 million for Interim 2010 from $.94 million for Interim 2009. The increase resulted primarily from incurring transaction expenses related to our Asset Sale.

           Interest Income and Expense. Interest income decreased to less than $1.0 thousand for Interim 2010 from $6.0 thousand for Interim 2009. The decrease in interest income was primarily due to declining interest rates earned and the decrease in the amount of our invested cash reserves. Interest expense decreased in Interim 2010 to $23.5 thousand compared to $24.6 thousand for Interim 2009. Interest expense associated with assets used to generate revenue is included in cost of revenue. Interest expense included in the cost of revenue during Interim 2010 was $.7 million compared to $.1 million for Interim 2009. The decrease in interest expense was related to the payoff of debt associated with equipment sold at auction.

           Income Taxes. The increase in the income tax benefit for Interim 2010 to $1.3 million compared to an income tax benefit of $.9 million for Interim 2009 was due to an increase in pre-tax losses in Interim 2010 when compared to Interim 2009. 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 Loss. The net loss was $2.3 million for Interim 2010 as compared to a net loss of $1.5 million for Interim 2009. The increase in net loss resulted from a decrease in our sales of units and the decrease in the average unit sales price as discussed above.

Liquidity and Capital Resources

          Historically, 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, purchase support equipment at each location, secure and equip aggregate sources to allow a long-term source and quality of the aggregate products used to produce our concrete and provide working capital to support the expansion of our operations.

          Currently, with the completion of the Asset Sale, our immediate need for liquidity has been met. As part of the terms of the Asset Sale, our headquarters building was not included in the transaction. We paid off the mortgage loan as a part of the closing of the Asset Sale. Our parent company, Meadow Valley Parent Corp., remains as a tenant in the building and pays us rent that we anticipate will meet our liquidity needs to maintain the building over the next twelve months.

          Additionally, operating leases related to 15 mixer trucks were not assumed by Skanon in the Asset Sale. Currently, we are evaluating our options in the cancelation of these leases. We believe that there could be a net cash outflow of up to approximately $.2 million in their cancellation. There are also leases covering an additional 25 mixer trucks that were not assumed directly by Skanon, however, we agreed along with Skanon and the original lessor to sublease them to Skanon with substantially the same terms and conditions as the original leases. While we remain responsible for these leases, we do not anticipate the need for additional liquidity in connection with these leases during the next 12 months.

          With the completion of the Asset Sale, our board is continuing to evaluate strategic alternatives. The board is reviewing different options utilizing the proceeds generated from the Asset Sale to maximize shareholder value.

          The following table sets forth for the three months ended March 31, 2010 and 2009, certain items from the condensed statements of cash flows.

		Three months ended March 31,
		2010				2009
(dollars in thousands)		(Unaudited)
Cash flows provided by (used in) operating activities		$	(1,200	)		$	177
Cash flows provided by investing activities			2,053				41
Cash flows used in financing activities			(1,569	)			(891	)

          Cash used in operating activities during Interim 2010 of $1.2 million represents a $1.4 million decrease from the amount provided by operating activities during Interim 2009. The decrease was primarily due to the decrease in accounts receivable and the increase in accounts payable. Net cash received from customers and cash paid to suppliers and employees decreased $1.4 million during Interim 2010 from Interim 2009.

          Cash provided by investing activities during Interim 2010 of $2.1 million represents a $2.0 million increase in cash flow from the amount provided by investing activities during Interim 2009. Increases in cash flows from investing activities during Interim 2010 were due to the proceeds received from the sale of equipment.

          Cash used in financing activities during Interim 2010 of $1.6 million represents a $.7 million increase from the amount used in financing activities during Interim 2009. Financing activities during Interim 2010 included the repayment of notes payable and amounts repaid to Meadow Valley Contractors, Inc. of $1.6 million. Financing activities during Interim 2009 included the repayment of notes payable and amounts repaid to Meadow Valley Contractors, Inc. of $.9 million.

Website Access

          Our website address is www.rmxholdings.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. We make such materials available as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The information on our website is not incorporated into, and is not part of, this Form 10-Q.

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 Risk—From 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.

          Currently, we do not have any financial instruments with floating interest rates and therefore, we do not believe that we have any exposure to interest rate risk.

Item 4. 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 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 SEC’s 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) 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

          None.

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, 2009, 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. In fact recent events have arisen that lead us to add the following risk factor:

           NYSE Amex LLC has notified the Company that it will suspend trading of the Company’s common stock and submit an application to the SEC to strike the Company’s common stock from listing and registration because the Company no longer complies with the requirements for continued listing.

          On April 26, 2010, we received a staff determination letter (the “Staff Determination”) from NYSE Amex LLC (the “Exchange”) indicating that we no longer complies with the requirements for continued listing set forth in NYSE Amex LLC Company Guide Section 1003(c)(i) as a result of the Asset Sale, as previously reported by the Company on a Form 8-K filed on April 5, 2010, and that shares of the Company’s common stock are, therefore, subject to being delisted from the Exchange. We did not timely appeal the Staff Determination. The Exchange has notified the Company that if the Company did not appeal the Staff Determination, it would become final on April 30, 2010, and the Exchange will suspend trading of the Company’s common stock and submit an application to the Securities and Exchange Commission to strike the Company’s common stock from listing and registration on the Exchange in accordance with Section 12 of the Securities and Exchange Act of 1934 and the rules promulgated thereunder. When our common stock is delisted by the Exchange, the trading market for our common stock would likely be adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

          None.

Item 3. Defaults Upon Senior Securities

          As of March 31, 2010, we are not in compliance with our covenant requirements in our master loan and security agreement with our lenders. However on April 1, 2010 our debt with our lenders was re-paid in full in connection with the closing of the Asset Sale.

Item 4. (Removed and Reserved)

Item 5. Other Information

          None.

Item 6. Exhibits

(a)

Exhibits:

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

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ready Mix (AMEX:RMX)
Historical Stock Chart
From Nov 2024 to Dec 2024

Ready Mix (AMEX:RMX)
Historical Stock Chart
From Dec 2023 to Dec 2024