Statements we make in the following discussion which express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements that are subject to various risks, uncertainties and assumptions, including projections as to available credit over the next 12 months. Our actual results, performance or achievements, or market conditions or industry results, could differ materially from the forward-looking statements in the following discussion as a result of a variety of factors, including the risks and uncertainties we have referred to under the headings "Risk Factors" in Item 1A of Part I in the 2008 Form 10-K, and "-Risks and Uncertainties" below. For a discussion of our commitments not discussed below, related-party transactions, and our critical accounting policies, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of Part I in the 2008 Form 10-K. We assume no obligation to update these forward-looking statements, except as required by applicable law.

Our Business

We operate our business in two business segments: ready-mixed concrete and concrete-related products and precast concrete products.

Ready-Mixed Concrete and Concrete-Related Products. Our ready-mixed concrete and concrete-related products segment is engaged primarily in the production, sale and delivery of ready-mixed concrete to our customers' job sites. To a lesser extent, this segment is engaged in the mining and sale of aggregates, and the resale of building materials, primarily to our ready-mixed concrete customers. We provide these products and services from our operations in north and west Texas, northern California, New Jersey, New York, Washington, D.C., Michigan and Oklahoma.

Precast Concrete Products. Our precast concrete products segment engages principally in the production, distribution and sale of precast concrete products from our seven plants located in California, Arizona and Pennsylvania. From these facilities, we produce precast concrete structures such as utility vaults, manholes and other wastewater management products, specialty engineered structures, pre-stressed bridge girders, concrete piles, curb-inlets, catch basins, retaining and other wall systems, custom-designed architectural products and other precast concrete products.

Our Markets: Pricing and Demand Trends

The markets for our products are generally local, and our operating results are subject to fluctuations in the level and mix of construction activity that occur in our markets. The level of activity affects the demand for our products, while the product mix of activity among the various segments of the construction industry affects both our relative competitive strengths and our operating margins. Commercial and industrial projects generally provide more opportunities to sell value-added products that are designed to meet the high-performance requirements of these types of projects.

Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions, including the recessionary conditions impacting all our markets. In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market. Accordingly, demand for our products and services during the winter months is typically lower than in other months of the year because of inclement weather. Also, sustained periods of inclement weather could cause the delay of construction projects during other times of the year.

For the first nine months of 2009, our consolidated average sales price per cubic yard of ready-mixed concrete increased approximately 1.3%, as compared to the first nine months of 2008. This increase was attributable to higher prices in certain markets, partially offset by lower prices in certain other markets. We experienced downward pressure on our product pricing, in certain markets, beginning in the second quarter of 2009. We anticipate that pricing in most of our markets will be negatively affected by the recessionary conditions for the remainder of 2009 and into 2010.

We continued to experience declines in demand for our products during the first nine months of 2009, primarily in our residential and commercial end-use markets. Ready-mixed concrete sales volumes generally began to decline during the early summer of 2006 and continued to decline throughout 2007, 2008 and the first nine months of 2009. This decline reflects a sustained downward trend in residential construction activity and commercial projects in many of our markets. The overall construction downturn, in both residential and commercial end-use markets, resulted in ready-mixed concrete sales volumes being down on a same-plant-sales basis in our major markets, as compared to the third quarter and first nine months of 2008. For the full year, we expect 2009 ready-mixed concrete sales volumes to be significantly lower than sales volumes achieved in 2008 because of continued sluggishness in the residential and commercial end-use construction markets, which continues to be exacerbated by the financial crisis and U.S. recession.

Demand for our products in our precast concrete products segment also decreased in the first nine months of 2009, as compared to the first nine months of 2008. This decline is reflective of the decrease in residential construction starts in our northern California and Phoenix, Arizona markets, where our precast business has been heavily weighted toward products used in new residential construction projects. Additionally, lower commercial construction spending in the mid-Atlantic market has affected this segment.

Our outlook for 2010 continues to reflect weak demand, primarily as a result of continued softness in residential construction, further softening of demand in the commercial sector and delays in public works projects in many of our markets. Product pricing pressure and the expectation of lower ready-mixed concrete pricing in 2010 compared to 2009 in most of our markets will have a negative effect on our gross margins. We have implemented further cost reduction programs in an effort to partially mitigate the impact of these weaknesses in our markets.

Sustaining or improving our operating margins in the future will depend on market conditions, including the impact of continued weakness in the residential and commercial construction sectors and the uncertainty of public works projects in light of state budgetary shortfalls and economic conditions in the U.S. We are beginning to see demand attributable to the American Recovery and Reinvestment Act (the "Act") passed by the U.S. government in 2009. While we have been awarded certain projects related to the Act, the associated revenue is not expected to be significant in 2009 and will not have a meaningful impact this year. We anticipate that more funds will be released in 2010 under the Act, but the magnitude of funds to be released is uncertain and the effect on our sales volumes, operating margins and liquidity also remains uncertain.

Cement and Other Raw Materials

We obtain most of the raw materials necessary to manufacture ready-mixed concrete and precast concrete products on a daily basis. These materials include cement, other cementitious materials (generally, fly ash and blast furnace slag) and aggregates (stone, gravel and sand), in addition to certain chemical admixtures. With the exception of chemical admixtures, each plant typically maintains an inventory level of these materials sufficient to satisfy its operating needs for a few days. Typically, cement, other cementitious materials and aggregates represent the highest-cost materials used in manufacturing a cubic yard of ready-mixed concrete. In each of our markets, we purchase each of these materials from several suppliers. Admixtures are generally purchased from suppliers under national purchasing agreements.

We negotiate cement and aggregates pricing with suppliers both on a company-wide basis and at the local market level in an effort to obtain the most competitive pricing available. Due to the severe slowdown in residential housing starts and decreased demand in other construction activity, combined with increased U.S. cement capacity, we did not experience cement shortages during the first nine months of 2009, and we do not expect to experience cement shortages for the remainder of the year. Cement costs have remained flat in certain markets, but we have realized cement cost decreases in some of our major markets in the first nine months of 2009 and expect cement prices to remain stable to moderately down throughout the remainder of 2009. Cement pricing for 2010 remains uncertain.

Overall, and in certain markets in particular, aggregates pricing in the first nine months of 2009 was lower when compared with the first nine months of 2008. However, prices by market and for specific types of aggregates varied. Currently, in most of our markets, we believe there is an adequate supply of aggregates. Should demand increase significantly, we could experience escalating prices or shortages of aggregates. On average, we expect our aggregates costs for all of 2009 to be flat or slightly down over aggregates costs in 2008. Fuel charges have declined substantially during the first nine months of 2009, compared to the first three quarters of 2008, due to lower diesel fuel prices and lower production volumes.

Acquisitions

Since our inception in 1999, our growth strategy has contemplated acquisitions. The rate and extent to which appropriate further acquisition opportunities are available, and the extent to which acquired businesses are integrated and anticipated synergies and cost savings are achieved, can affect our operations and results. We expect the rate of our acquisitions for the remainder of 2009 and 2010 to be significantly lower than our historical rate due to the global credit crisis, our limited available capital and ongoing recessionary conditions in the United States. Our recent acquisitions are discussed briefly below.

Ready-Mixed Concrete and Concrete-Related Products Segment

New York Acquisitions. In May 2009, we acquired substantially all the assets of a concrete crushing and recycling business in Queens, New York for approximately $4.5 million. In November 2008, we paid $2.5 million to acquire a ready-mixed concrete operation in Brooklyn, New York, and in August 2008, we paid $2.0 million to acquire a ready-mixed concrete operation in Mount Vernon, New York. We used borrowings under our existing credit facility to fund these acquisitions. In January 2008, we acquired a ready-mixed concrete operation in Staten Island, New York. The purchase price was approximately $1.8 million in cash.

West Texas Acquisition. In June 2008, we acquired nine ready-mixed concrete plants, together with related real property, rolling stock and working capital, in our west Texas market for approximately $13.5 million. We used borrowings under our existing credit facility to fund the payment of the purchase price.

Precast Concrete Products Segment

Pomeroy. In August 2008, we paid $2.5 million to acquire a precast operation to augment our existing precast operations in San Diego, California. We used cash on hand to fund the purchase price.

Architectural Precast, LLC ("API"). In October 2007, we acquired the operating assets, including working capital and real property, of API, a leading designer and manufacturer of premium quality architectural and structural precast concrete products serving the mid-Atlantic region, for approximately $14.5 million plus a $1.5 million contingent payment based on the future earnings of API. For the twelve-month period ended September 30, 2008, API attained 50% of its established earnings target, and we made a $750,000 payment, reduced for certain uncollected pre-acquisition accounts receivable, to the sellers in the first quarter of 2009 in partial satisfaction of our contingent payment obligation. API did not attain the established earnings target for the twelve-month period ended September 30, 2009, and accordingly no additional consideration is due the sellers.

Divestitures

During the third quarter of 2009, we sold four ready-mixed concrete plants in Sacramento, California for approximately $6.0 million, plus a payment for certain inventory on hand at closing (See Note 5 to our condensed consolidated financial statements included in this report). We sold our Memphis, Tennessee operations for $7.2 million, plus the payment for certain inventory on hand at closing in January 2008. We exited this market because it did not meet our performance and return criteria or fit our long-term strategic objectives (See Note 4 to our condensed consolidated financial statements included in this report).

Risks and Uncertainties

Numerous factors could affect our future operating results. These factors are discussed under the heading "Risk Factors" in Item 1A of Part I of the 2008 Form 10-K. Based on current economic conditions and our outlook of continued weak demand in 2010 for our products and product pricing pressures, we have also included additional disclosures regarding our liquidity and covenants under our debt agreement under "Liquidity and Capital Resources" in this quarterly report.

Critical Accounting Policies

We have outlined our critical accounting policies in Item 7 of Part II of the 2008 Form 10-K. Our critical accounting policies involve the use of estimates in the recording of the allowance for doubtful accounts, realization of goodwill, accruals for self-insurance, accruals for income taxes, inventory obsolescence reserves and the valuation and useful lives of property, plant and equipment. See Note 1 to our consolidated financial statements included in Item 8 of Part II of the 2008 Form 10-K for a discussion of these accounting policies and the discussion below. See Note 14 to the condensed consolidated financial statements in Part I of this report for a discussion of recent accounting pronouncements and accounting changes.

Goodwill

We record as goodwill the amount by which the total purchase price we pay in our acquisition transactions exceeds our estimated fair value of the identifiable net assets we acquire. We test goodwill for impairment on an annual basis, or more often if events or circumstances indicate that there may be impairment. We generally test for goodwill impairment in the fourth quarter of each year, because this period gives us the best visibility of the reporting units' operating performances for the current year (seasonally, April through October are highest revenue and production months) and outlook for the upcoming year, since much of our customer base is finalizing operating and capital budgets. The impairment test we use consists of comparing our estimates of the current fair values of our reporting units with their carrying amounts. We currently have seven reporting units. Reporting units are organized based on our two product segments ((1) ready-mixed concrete and concrete-related products and (2) precast concrete products) and geographic regions.

During the third quarter of 2009, we sold four ready-mixed concrete plants in Sacramento, California. These plants and operations were included in our northern California ready-mixed concrete reporting unit. Concurrently with this sale, we performed an impairment test on the remaining goodwill for this reporting unit and on all remaining goodwill as a result of current economic conditions. The U.S. recession and downturn in the U.S. construction markets has continued to impact our revenue and expected future growth. The cost of capital has increased while the availability of funds from capital markets has not improved significantly. Lack of available capital impacts our end-use customers by creating project delays or cancellations, thereby impacting our revenue growth and assumptions. The downturn in residential construction has not improved and we are now seeing the recession affect the commercial sector of our revenue base. In addition, the California budget crisis has affected public works spending in this market. All these factors have led to a more negative outlook for expected future cash flows and resulted in an impairment charge of $45.8 million, of which $42.2 million related to our northern California reporting unit.

Our fair value analysis is supported by a weighting of the following three generally accepted valuation approaches:

· Income Approach - discounted cash flows of future benefit streams;

· Market Approach - public comparable company multiples of sales and earnings before interest, taxes, depreciation, depletion and amortization ("EBITDA"); and

· Market Approach - multiples generated from recent transactions comparable in size, nature and industry

These approaches include numerous assumptions with respect to future circumstances, such as industry and/or local market conditions that might directly impact each of the reporting units operations in the future, and are, therefore uncertain. These approaches are utilized to develop a range of fair values and a weighted average of these approaches is utilized to determine the best fair value estimate within that range.

Income Approach - Discounted Cash Flows. This valuation approach derives a present value of the reporting unit's projected future annual cash flows over the next 15 years and the present residual value of the reporting unit. We use a variety of underlying assumptions to estimate these future cash flows, including assumptions relating to future economic market conditions, product pricing, sales volumes, costs and expenses and capital expenditures. These assumptions vary by each reporting unit depending on regional market conditions, including competitive position, degree of vertical integration, supply and demand for raw materials and other industry conditions. The discount rate used in the Income Approach, specifically, the weighted average cost of capital, used in our analysis during the third quarter was 15.0%. The revenue compounded annual growth rates used in the Income Approach varied from -0.1% to 2.0%, depending on the reporting unit and the year. Our EBITDA margins derived from these underlying assumptions varied between approximately -8% and 18%, depending on the reporting unit. The terminal growth rate used was 3.0%.

Market Approach - Multiples of Sales and EBITDA. This valuation approach utilizes publicly traded construction materials companies' enterprise values, as compared to their recent sales and EBITDA information. We used an average sales multiple of 0.60 times and an average EBITDA multiple of 6.79 times in determining this market approach metric. These multiples are used as a valuation metric to our most recent financial performance. We use sales as an indicator of demand for our products/services and EBITDA because it is a widely used key indicator of the cash generating capacity of construction material companies.

Market Approach - Comparisons of Recent Transactions. This valuation approach uses publicly available information regarding recent third-party sales transactions in our industry to derive a valuation metric of the target's respective enterprise values over their EBITDA amounts. We utilize this valuation metric with each of our reporting units' most recent financial performance to derive a "what if" sales transaction comparable, fair-value estimate. We did not weigh this market approach because current economic conditions yielded no recent transactions to derive an appropriate valuation metric.

We selected these valuation approaches because we believe the combination of these approaches, and our best judgment regarding underlying assumptions and estimates, provides us with the best estimate of fair value for each of our reporting units. We believe these valuation approaches are proven valuation techniques and methodologies for the construction materials industry and widely accepted by investors. The estimated fair value of each reporting unit would change if our weighting assumptions under the three valuation approaches were materially modified. We weighted the Income Approach at 45% and the Market Approach - Multiples of Sales and EBITDA at 55%. No weighting was used for the Market Approach - Recent Transactions as described above. This weighting was utilized to reflect fair value in current market conditions.

Our valuation model utilizes assumptions which represent our best estimate of future events, but would be sensitive to positive or negative changes in each of the underlying assumptions as well as to an alternative weighting of valuation methods which would result in a potentially higher or lower goodwill impairment expense. Specifically, a continued decline in our ready-mixed concrete volumes and corresponding revenues and lower precast product revenues declining at rates greater than our expectations may lead to additional goodwill impairment charges, especially to the reporting units whose carrying values closely approximate their estimated fair values. Furthermore, a continued decline in publicly traded construction materials enterprise values, including lower operating margins and lower multiples used in third-party sales transactions and continued global-financial credit conditions may also lead to additional goodwill impairment charges. After the impairment during the third quarter of 2009, our goodwill balance is $14.1 million and is contained in the Atlantic Precast Region and South Central reporting units. The remaining five reporting units do not have goodwill reflected as an asset on their balance sheets, as we have fully impaired previously reported goodwill during the current quarter and prior years. The reporting unit whose estimated fair value closely approximates its carrying value is our Atlantic Precast Region with a goodwill balance of $10.0 million. The carrying value is $15.1 million and the estimated fair value is $15.3 million. We can provide no assurance that future goodwill impairments will not occur.

Property, Plant and Equipment, Net

We state our property, plant and equipment at cost and use the straight-line method to compute depreciation of these assets over their estimated remaining useful lives. Our estimates of those lives may be affected by such factors as changing market conditions, technological advances in our industry or changes in applicable regulations.

We evaluate the recoverability of our property, plant and equipment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with authoritative guidance related to accounting for the impairment of long-lived assets. We compare the carrying values of long-lived assets to our projection of future undiscounted cash flows attributable to those assets. If the carrying value of a long-lived asset exceeds the future undiscounted cash flows we project to be derived from that asset, we record an impairment loss equal to the excess of the carrying value over the fair value. Actual useful lives and future cash flows could be different from those we estimate. These differences could have a material effect on our future operating results.

During the third quarter of 2009, we evaluated the recoverability of our property, plant and equipment. The Michigan market continues to be significantly impacted by the global recession and by events specific to the region, including the difficult operating conditions of the U.S. automotive industry manufacturers, high unemployment rates and lack of public works spending. The decline in construction activity in each of our end-use markets in Michigan has negatively affected our outlook of future sales growth and cash flow. We identified an impairment related to the property, plant and equipment in our Michigan market and recorded expense of $8.8 million, which represents the amount that the carrying value of these assets exceeded fair value.

Results of Operations

The following table sets forth selected historical statement of operations
information (in thousands, except for selling prices) and that information as a
percentage of sales for each of the periods indicated.

                                              Three Months Ended September 30,                      Nine Months Ended September 30,
                                              2009                       2008                      2009                       2008
                                                        (unaudited)                                           (unaudited)
Revenue:
Ready-mixed concrete and
concrete-related products             $ 142,008        92.5 %    $ 198,434        93.2 %   $ 380,742        91.8 %  $ 540,224        93.0 %
Precast concrete products                15,596        10.2         19,231         9.0        45,127        10.9       53,145         9.1
Inter-segment revenue                    (3,996 )      (2.7 )       (4,846 )      (2.2 )     (11,235 )      (2.7 )    (12,396 )      (2.1 )
Total revenue                         $ 153,608       100.0 %    $ 212,819       100.0 %   $ 414,634       100.0 %  $ 580,973       100.0 %

Cost of goods sold before
depreciation, depletion and
amortization:
Ready-mixed concrete and
concrete-related products             $ 116,219        75.6 %    $ 161,925        76.1 %   $ 316,971        76.5 %  $ 448,286        77.2 %
Precast concrete products                12,353         8.0         14,399         6.8        35,712         8.6       39,739         6.8
Selling, general and administrative
expenses                                 16,206        10.6         19,643         9.2        50,727        12.2       55,494         9.6
Goodwill and other asset
impairments                              54,560        35.5              -           -        54,560        13.2            -           -
Depreciation, depletion and
amortization                              7,645         5.0          7,850         3.7        22,551         5.4       21,763         3.7
(Gain) loss on sale of assets             2,865         1.9           (321 )      (0.1 )       2,029         0.5         (399 )      (0.1 )
Income (loss) from operations           (56,240 )     (36.6 )        9,323         4.4       (67,916 )     (16.4 )     16,090         2.8
Interest expense, net                     6,578         4.3          6,747         3.2        19,908         4.8       20,121         3.5
Gain on purchase of senior
subordinated notes                            -           -              -           -         7,406         1.8            -           -
Other income, net                           326         0.2            578         0.3         1,016         0.3        1,628         0.3
Income (loss) from
continuing operations before income
taxes                                   (62,492 )     (40.7 )        3,154         1.5       (79,402 )     (19.1 )     (2,403 )      (0.4 )
Income tax provision (benefit)           (1,194 )      (0.8 )        1,248         0.6        (2,262 )      (0.5 )        346         0.1
Income (loss) from continuing
operations                              (61,298 )     (39.9 )        1,906         0.9       (77,140 )     (18.6 )     (2,749 )      (0.5 )
Loss from discontinued operations,
net of tax                                    -           -              -           -             -           -         (149 )      (0.0 )
Net income (loss)                       (61,298 )     (39.9 )        1,906         0.9       (77,140 )     (18.6 )     (2,898 )      (0.5 )
Net loss attributable to
non-controlling interest                  3,238         2.1           (184 )      (0.1 )       5,652         1.4        2,645         0.5
Net loss attributable to
stockholders                          $ (58,060 )     (37.8 )%   $   1,722         0.8 %   $ (71,508 )     (17.3 )% $    (253 )      (0.0 )%

Ready-mixed Concrete Data:
. . .