EXHIBIT
99.1

TAMCO FINANCIAL STATEMENTS



Exhibit 99.1 is the TAMCO Financial Statements as
of November 30, 2005, and for each of the three years in the period ended
November 30, 2005 and Reports of Independent Registered Public Accounting Firms.

---

REPORT OF
INDEPENDENTREGISTERED
PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders
TAMCO In our opinion, the accompanying balance sheet and
the related statements of income and comprehensive income, of shareholders'
equity and of cash flows present fairly, in all material respects, the financial
position of TAMCO at November 30, 2005, and the results of its operations and
its cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.  We
conducted our audit of these statements in accordance with standards
of the Public Company Accounting Oversight Board (United States).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for our
opinion.  The financial statements of the Company as of November 30, 2004 and
2003, and for the years then ended were audited by other auditors whose report
dated January 14, 2005 expressed an unqualified opinion on those statements. PricewaterhouseCoopers
LLP January 25, 2006 REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM Board of Directors and
Shareholders
TAMCO
Rancho Cucamonga, California We have audited the
accompanying balance sheet of TAMCO (the "Company") as of November 30, 2004, and
the related statement of income and other comprehensive income, shareholders'
equity and cash flows for each of the two years in the period ended November 30,
2004.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States).  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion. In our opinion, such
financial statements present fairly, in all material respects, the financial
position of the Company at November 30, 2004, and the results of their
operations and their cash flows for each of the two years in the period ended
November 30, 2004 in conformity with accounting principles generally accepted in
the United States of America. /s/ Deloitte & Touche LLP Los Angeles, California January 14, 2005


BALANCE SHEETS - ASSETS

|                                                                         |  | As of November
  30,
|------------------------------------------------------------------------ |  | --------------------
|                                                                         |  |                     
|(In thousands, except per share data)                                    |  | 2005                
|ASSETS                                                                   |  |                     
|Current
  assets                                                         |  |                     
|Cash                                                                     |  | $                   
|Trade receivables,
    net of allowances of $80 in 2005 and $259 in 2004 |  | 9,535               
|Due from shareholders                                                    |  | 491                 
|Other receivables                                                        |  | 643                 
|Inventories                                                              |  | 51,191              
|Deferred
  income taxes (Note 6)                                         |  | 2,297               
|Prepaid expenses                                                         |  | 1,010               
|Natural gas swap asset (Note 5)                                          |  | -                   
|Total
  current assets                                                   |  | 65,170              
|Property,
  plant and equipment                                          |  |                     
|Land                                                                     |  | 1,191               
|Processing facilities and equipment                                      |  | 93,974              
|Construction
  in progress                                               |  | 3,230               
|                                                                         |  | 98,395              
|Less: Accumulated
  depreciation and amortization                        |  | (70,293)            
|Property, plant and equipment, net                                       |  | 28,102              
|Other
  assets                                                           |  | 16                  
|Total assets                                                             |  | $                   

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

BALANCE SHEETS - LIABILITIES AND SHAREHOLDERS' EQUITY

|                                                                    |  | As of November
  30,
|------------------------------------------------------------------- |  | --------------------
|                                                                    |  |                     
|(In thousands,
    except per share data)                           |  | 2005                
|LIABILITIES
  AND STOCKHOLDERS' EQUITY                              |  |                     
|Current
  liabilities                                               |  |                     
|Borrowings under line of credit (Note 3)                            |  | $                   
|Trade
  payables                                                    |  | 17,924              
|Other accrued
  liabilities                                         |  | 4,481               
|Total
  current liabilities                                         |  | 41,605              
|Long-term
  liabilities                                             |  |                     
|Other long-term liabilities (Notes 1 and 4)                         |  | 6,922               
|Deferred income taxes (Note 6)                                      |  | 1,466               
|Total
    long-term liabilities                                     |  | 8,388               
|Commitments and contingencies (Note 7)                              |  |                     
|Shareholders'
  equity                                              |  |                     
|Common
  stock, $100 par value, authorized, issued and outstanding, |  |                     
|220,000 shares in 2005 and 2004                                     |  | 19,482              
|Retained
  earnings                                                 |  | 26,900              
|Accumulated
  other comprehensive loss                              |  | (3,087)             
|Total
  shareholders' equity                                        |  | 43,295              
|Total
  liabilities and shareholders' equity                        |  | $                   

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



STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

|                                                            |  | Year ended
  November 30,
|----------------------------------------------------------- |  | -------------------------
|                                                            |  |                          
|(In thousands)                                              |  | 2005                     
|Revenue                                                     |  |                          
|Gross sales                                                 |  | $                        
|Cash discounts allowed                                      |  | (1,749)                  
|Total revenue                                               |  | 252,435                  
|                                                            |  |                          
|Cost of sales                                               |  | 204,542                  
|Loading and freight                                         |  | 5,705                    
|Total costs of sales                                        |  | 210,247                  
|                                                            |  |                          
|Gross profit                                                |  | 42,188                   
|General and administrative expenses                         |  | 7,445                    
|Income from operations                                      |  | 34,743                   
|Other expenses (income), net                                |  |                          
|Interest                                                    |  | 396                      
|Other                                                       |  | (92)                     
|Total other (income) expenses                               |  | 304                      
|Income before provision for income taxes                    |  | 34,439                   
|Provision for income taxes (Note 6)                         |  | 14,048                   
|Net income                                                  |  | 20,391                   
|Unrealized (loss) income on gas swap derivative, net of tax |  | (248)                    
|Minimum pension liability adjustment, net of tax            |  | (660)                    
|Comprehensive income                                        |  | $                        

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

STATEMENTS OF
SHAREHOLDERS' EQUITY

|                                       |              |            | Accumulated Other  |                 
|-------------------------------------- | ------------ | ---------- | ------------------ | ----------------
|                                       |              |            | Comprehensive Loss |                 
|                                       |              |            | Net of Tax         |                 
|                                       |              |            | Minimum            | Unrealized Gain/
|                                       | Common Stock | Retained   | Pension            | (Loss) on Gas   
|(In thousands, except shares)          | Shares       | Amount     | Earnings           | Liability       
|Balances at November 30, 2002          | 220,000      | $ 
	19,482 | $  27,486          | $ 
	(1,834)     
|Net income                             | -            | -          | 1,411              | -               
|Minimum pension liability adjustment   | -            | -          | -                  | (304)           
|Unrealized gain on gas swap derivative | -            | -          | -                  | -               
|Dividends to shareholders              | -            | -          | (2,552)            | -               
|Balances at November 30, 2003          | 220,000      | 19,482     | 26,345             | (2,138)         
|Net income                             | -            | -          | 23,427             | -               
|Minimum pension liability adjustment   | -            | -          | -                  | (289)           
|Unrealized gain on gas swap derivative | -            | -          | -                  | -               
|Dividends to shareholders              | -            | -          | (19,360)           | -               
|Balances at November 30, 2004          | 220,000      | 19,482     | 30,412             | (2,427)         
|Net income                             | -            | -          | 20,391             | -               
|Minimum pension liability adjustment   | -            | -          | -                  | (660)           
|Unrealized loss on gas swap derivative | -            | -          | -                  | -               
|Dividends to shareholders              | -            | -          | (23,903)           | -               
|Balances at November 30, 2005          | 220,000      | $  19,482  | $  26,900          | $ 
    (3,087)  

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

STATEMENTS OF CASH FLOWS

|                                                                                             |  | Year ended
  November 30,
|-------------------------------------------------------------------------------------------- |  | -------------------------
|                                                                                             |  |                          
|(In thousands)                                                                               |  | 2005                     
|CASH FLOWS FROM OPERATING
  ACTIVITIES                                                       |  |                          
|Net income                                                                                   |  | $                        
|Adjustments
  to reconcile net income to net cash (used in) provided by operating activities |  |                          
|Depreciation and amortization                                                                |  | 5,005                    
|Deferred income tax (benefit) expense                                                        |  | (207)                    
|(Profit)/loss on sale/abandonment of property and equipment                                  |  | (14)                     
|Net noncash gas swap derivative gain                                                         |  | (376)                    
|Changes in
  operating assets and liabilities:                                               |  |                          
|Receivables                                                                                  |  | (2,006)                  
|Inventories                                                                                  |  | 3,673                    
|Prepaid
  expenses                                                                           |  | (448)                    
|Other assets                                                                                 |  | 59                       
|Trade
  payables                                                                             |  | 4,940                    
|Other accrued
  liabilities                                                                  |  | (1,054)                  
|Other
    liabilities                                                                        |  | (435)                    
|Total adjustments                                                                            |  | 9,137                    
|Net cash
    provided by (used in) operating activities                                      |  | 29,528                   
|                                                                                             |  |                          
|CASH FLOWS FROM INVESTING
  ACTIVITIES                                                       |  |                          
|Additions
  to property and equipment                                                        |  | (5,258)                  
|Proceeds
  from sale of property and equipment                                               |  | 33                       
|Net cash
  used in investing activities                                                      |  | (5,225)                  
|                                                                                             |  |                          
|CASH FLOWS FROM FINANCING
  ACTIVITIES                                                       |  |                          
|Net borrowings                                                                               |  | (400)                    
|Dividends paid to shareholders                                                               |  | (23,903)                 
|Net cash
    (used in) provided by financing activities                                      |  | (24,303)                 
|Net (decrease) increase in cash                                                              |  | -                        
|CASH                                                                                         |  |                          
|Beginning of year                                                                            |  | 3                        
|End of year                                                                                  |  | $                        
|                                                                                             |  |                          
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW                                                        |  |                          
|Cash paid during the year for                                                                |  |                          
|Interest                                                                                     |  | $                        
|Income taxes, net of refunds                                                                 |  | $                        

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

NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

Organization and BusinessTAMCO, a California corporation, was formed in 1974 and is owned by Ameron
International Corporation ("Ameron") (a 50%, shareholder); Mitsui & Co., U.S.A.,
Inc. and Mitsui & Co., Ltd. (in the aggregate, a 25% shareholder); and Tokyo
Steel Mfg. Co., Ltd. (a 25% shareholder). TAMCO's operations consist of the
manufacture and sale of steel reinforcing bar. The Company sells product within
California, Nevada and Arizona.

Fiscal Year-EndThe Company's fiscal year ends on the Sunday nearest November 30. The actual
fiscal year end for 2005, 2004 and 2003 was November 27, November 28 and
November 30, respectively. For clarity of presentation, the financial statements
refer to the year-end as November 30 for all years.

Use of EstimatesThe preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Revenue RecognitionThe Company records revenue upon shipment of the product and transfer of
title to the customer. Cash discounts taken by customers are recorded as a
reduction of revenue.

Shipping and Handling CostsThe Company incurs loading and freight costs in the shipment of its finished
goods. Such costs are included within cost of sales.

The majority of these costs are passed onto customers and are included within
sales amounting to $3,730,000, $758,000 and $923,000 and in 2005, 2004 and 2003,
respectively.

Other Expenses (Income)Other expenses (income) on the statements of income and comprehensive income
consist primarily of rental income and interest expense predominantly with
respect to the line of credit in place.  In addition, in 2003 only, the
Company received payments for legal settlements of approximately $786,000.

Income TaxesThe Company accounts for income taxes using the asset and liability method
to compute the differences between the tax basis of assets and liabilities and
the related financial amounts, using the enacted tax laws. Valuation allowances
are established, when necessary, to reduce deferred tax assets that are not
expected to be realized.

InventoriesInventories are stated at the lower of cost or market, with cost determined
using the first-in, first-out method. Inventories consisted of the following at
November 30:

INVENTORIES

|(In thousands)           |  | 2005   |        | 2004 
|------------------------ |  | ------ | ------ | -----
|                         |  |        |        |      
|Rebar                    |  | $      | 19,633 |      
|Billets                  |  | 15,764 |        | 7,615
|Scrap metal              |  | 8,962  |        | 7,372
|Supplies and spare parts |  | 6,832  |        | 7,215
|Total                    |  | $      | 51,191 |      

The Company currently buys its scrap metal at market prices.
Due to the nature of this commodity market, the Company is vulnerable to price
changes due to shifts in supply and demand. These changes in raw material prices
may not necessarily be passed on to the end users and, therefore, could impact
operating results.

Property, Plant and EquipmentProperty and equipment is stated at cost, less accumulated depreciation.
Depreciation is computed on a straight-line basis over the estimated useful
lives, which are as follows:

|Processing facilities | 20 to 25 years
|--------------------- | --------------
|Equipment             | 3 to 25 years 

Depreciation expense was $5,005,000, $5,239,000 and $5,235,000
for fiscal years ended 2005, 2004 and 2003, respectively.

Other Long-Term LiabilitiesOther long-term liabilities consist of the noncurrent portions of pension
liabilities and workers' compensation liabilities.

DividendsThe Company declared dividends on all outstanding common stock during fiscal
2005 as follows:

DIVIDENDS

|Date
    declared   |  | (per share)
|------------------- |  | -----------
|February 22, 2005   |  | $          
|May 20, 2005        |  |            
|August
    12, 2005 |  |            
|November 16, 2005   |  |            

New Accounting PronouncementsIn November 2004, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 151, Inventory costs - An Amendment of ARB
No. 43 Chapter 4 ("SFAS No. 151"). SFAS No. 151 amends the guidance in ARB No.
43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs and wasted material
(spoilage). This Statement requires that those items be recognized as
current-period charges. In addition, this Statement requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. The provisions of this statement shall be
effective for inventory costs incurred during fiscal years beginning after June
15, 2005. Management does not believe the adoption of SFAS No. 151 will have a
material impact on the Company's financial position and results of operations.

In May 2005, the FASB issued Statement of Financial Accounting
Standards No. 154, Accounting Changes and Error Corrections--A Replacement of
APB Opinion No. 20 and FASB Statement No. 3. SFAS 154 requires retrospective
application to prior periods' financial statements for changes in accounting
principle, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. SFAS 154 also requires that
retrospective application of a change in accounting principle be limited to the
direct effects of the change. Indirect effects of a change in accounting
principle, such as a change in non-discretionary profit-sharing payments
resulting from an accounting change, should be recognized in the period of the
accounting change. SFAS 154 also requires that a change in depreciation,
amortization, or depletion method for long-lived non-financial assets be
accounted for as a change in accounting estimate affected by a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
Early adoption is permitted for accounting changes and corrections of errors
made in fiscal years beginning after the date this Statement is issued. The
Company is required to adopt the provision of SFAS 154, as applicable, beginning
in fiscal 2007. Management does not believe the adoption of SFAS No. 154 will
have a material impact on the Company's financial position and results of
operations.

Concentration of Credit Risk and Major CostumersFinancial instruments that subject the Company to credit risk consist
primarily of accounts receivable. The Company performs ongoing credit
evaluations of its customers and provides for estimated credit losses. One
customer accounted for approximately 11% of total net sales for the years ended
November 30, 2005 and 2004, and 10% of total net sales for the year ended
November 2003.

ReclassificationsCertain amounts in the prior year have been reclassified to conform to the
current year presentation.

2.  Related Party Transactions

During 1992, the Company entered into a lease agreement with
Ameron for certain land, buildings, structures and other improvements. The lease
is a 10-year lease agreement and is renewable for a 10-year period. The lease
also contains a purchase option equal to the fair market value of the leased
assets at the end of the initial lease term or at the end of the related renewal
period. The lease was renewed on November 1, 2002 and set to expire on October
31, 2012. The lease payments in 2005, 2004 and 2003 were $37,350 per month,
payable quarterly in arrears. Total lease charges were $448,200 in fiscal years
ended 2005, 2004 and 2003.

During 2004 and 2003, Ameron, a shareholder, leased a
nine-acre property from the Company.  The lease was terminated in May 2004. 
Total lease income was $59,928 and $119,856 in 2004 and 2003, respectively.

The Company purchased materials and equipment from certain
shareholders totaling approximately $0, $85,000 and $135,000 during fiscal years
ended 2005, 2004 and 2003, respectively.

The Company sold finished goods to certain shareholders for
approximately $28,491,000, $24,654,000 and $9,982,000 or 11.3%, 11.4% and 6.2%
of net sales during fiscal years ended 2005, 2004 and 2003, respectively.

The Company pays for certain utility costs and charges Ameron
for its share. During fiscal years ended 2005, 2004 and 2003, Ameron reimbursed
the Company approximately $677,000, $505,000 and $638,000, respectively, for its
share of such costs.

Total amounts due from related parties (shareholders) to the
Company amounts to $491,000 and $587,000 as of November 30, 2005 and 2004,
respectively.

Total amounts due to related parties (shareholders) from the
Company amounts to $75,000 as of November 30, 2005 and 2004.

3.  Business Loan Agreement

The Company has, under a business loan agreement (the
"Agreement") with a bank, a $40,000,000 credit facility for advances with a
$15,000,000 subfacility for letters of credit, of which $9,145,000 was
outstanding at November 30, 2005. The Agreement was renewed on October 26, 2005
and expires August 31, 2008. The interest rate on borrowings is based on
specified margins over or under certain money market rates (ranging from 3.0% to
6.5% for fiscal 2005). Additionally, under the terms of the Agreement, the
Company has a foreign exchange subfacility for $3,000,000. All amounts under the
Agreement are collateralized by substantially all of the Company's assets. As of
November 30, 2005 and 2004, the Company has an outstanding balance of
$19,200,000 and $19,600,000, respectively, under the Agreement.

Under the Agreement, the Company is required to comply with,
among other things, the maintenance of certain covenants relating to debt and
cash flow. The terms of the agreement also contain restrictions on mergers and
acquisitions, dispositions of assets, incurring debt (other than from
shareholders) and, except as otherwise provided for, the distribution or
collateralization of assets. As of November 2005, the Company was in compliance
with its debt covenants.

4.  Pension and 401(k) Retirement Plans

The Company has two defined benefit plans covering
substantially all of its employees. The plan covering salaried employees is a
step-rate plan, which provides pension benefits that are based on final average
pay and years of service (as defined in the plan). The plan covering hourly
employees provides pension benefits that are based on a flat-dollar benefit (as
defined in the plan) per month based on years of service and a one-time payment
of $4,000 to active employees upon retirement. The Company's funding policy has
been to make at least the minimum annual contributions required by applicable
regulations.

Pension cost for fiscal years ended 2005, 2004 and 2003 was
approximately $1,187,000, $1,051,000 and $1,245,000, respectively, which
includes amortization of prior service costs over periods ranging from 15 to 30
years. The Company funded approximately $2,011,000, $3,245,000 and $1,365,000
during fiscal 2005, 2004 and 2003, respectively.

The projected benefit obligation was determined based on
employee data as of August 31, 2005, 2004 and 2003.

Assumptions used in accounting for these plans during 2005,
2004 and 2003 were as follows:

PLAN ASSUMPTIONS

|                           | 2005     |        | 2004 |          | 2003  
|-------------------------- | -------- | ------ | ---- | -------- | ------
|                           | Salaried | Hourly |      | Salaried | Hourly
|Discount rates             | 5.50%    | 5.50%  |      | 5.75%    | 5.75% 
|Rates of increase in       |          |        |      |          |       
|compensation levels        | 3.75%    | N/A    |      | 4.00%    | N/A   
|Expected long-term rate of |          |        |      |          |       
|return on plan assets      | 8.50%    | 8.50%  |      | 9.00%    | 9.00% 

The
following table sets forth the plans' funded status and amounts recognized in
the accompanying financial statements for the years ended November 30:

PLAN
FUNDING STATUS

|                                             | 2005     |         | 2004 |          | 2003  
|-------------------------------------------- | -------- | ------- | ---- | -------- | ------
|(In thousands)                               | Salaried | Hourly  |      | Salaried | Hourly
|Components of net periodic pension cost:     |          |         |      |          |       
|Service cost                                 | $        | 380     | $    | 567      |       
|Interest cost                                |          | 699     |      | 757      |       
|Expected return on market-related            |          |         |      |          |       
|value of plan assets                         |          | (763)   |      | (890)    |       
|Amortization of unrecognized                 |          |         |      |          |       
|prior service cost                           |          | -       |      | 59       |       
|Amortization of unrecognized                 |          |         |      |          |       
|transition obligation                        |          | -       |      | -        |       
|Amortization of accumulated losses           |          | 185     |      | 193      |       
|Net periodic pension cost                    | $        | 501     | $    | 686      |       
|                                             |          |         |      |          |       
|Changes in projected benefit obligation:     |          |         |      |          |       
|Projected benefit obligation,                |          |         |      |          |       
|beginning of year                            | $        | 12,358  | $    | 13,398   |       
|Service cost                                 |          | 380     |      | 567      |       
|Interest cost                                |          | 699     |      | 757      |       
|Actuarial loss                               |          | 1,203   |      | 991      |       
|Benefits paid                                |          | (335)   |      | (397)    |       
|Projected benefit obligation, end of year    | $        | 14,305  | $    | 15,316   |       
|                                             |          |         |      |          |       
|Changes in plan assets:                      |          |         |      |          |       
|Fair value of plan assets, beginning of year | $        | 9,186   | $    | 10,711   |       
|Actual return on plan assets                 |          | 1,227   |      | 1,451    |       
|Employer contribution                        |          | 727     |      | 1,283    |       
|Administrative expenses                      |          | (58)    |      | (64)     |       
|Benefits paid                                |          | (335)   |      | (397)    |       
|Fair value of plan assets, end of year       | $        | 10,747  | $    | 12,984   |       
|                                             |          |         |      |          |       
|Funded status:                               |          |         |      |          |       
|Deficiency of plan assets over projected     |          |         |      |          |       
|benefit obligations                          | $        | (3,558) | $    | (2,331)  |       
|Unrecognized actuarial loss                  |          | 3,521   |      | 3,572    |       
|Unrecognized prior benefit service cost      |          | -       |      | 16       |       
|Funded status, end of year                   | $        | (37)    | $    | 1,257    |       
|                                             |          |         |      |          |       
|Amounts recognized on the balance sheet      |          |         |      |          |       
|consist of:                                  |          |         |      |          |       
|Prepaid benefit cost                         | $        | -       | $    | -        |       
|Accrued benefit liability                    |          | (1,885) |      | (2,331)  |       
|Intangible asset                             |          | -       |      | 16       |       
|Accumulated other comprehensive loss         |          | 1,848   |      | 3,572    |       
|Net amount recognized                        | $        | (37)    | $    | 1,257    |       

The salaried plan is a step-rate plan, which provides for an
amount equal to 1.35% of final average pay up to covered compensation, plus
1.95% of final average pay in excess of this covered compensation, times years
of service (not to exceed 30 years).

For the November 30, 2005 calculations, the Company made no
economic assumption changes for either plan from those made on August 31, 2005.

The Company's pension plans are accrued based on various
assumptions and discount rates as described above. The actuarial assumptions
used could change in the near term due to changes in expected future trends and
other factors, which, depending on the nature of the changes, could cause
increases or decrease in the liabilities accrued.

The Company's pension plan weighted average asset allocations
by asset category are as follows at August 31:

PLAN ASSET
ALLOCATION

|                         | 2005     |        | 2004 |          | 2003  
|------------------------ | -------- | ------ | ---- | -------- | ------
|                         | Salaried | Hourly |      | Salaried | Hourly
|Equity securities        | 70%      | 69%    |      | 65%      | 65%   
|Debt securities          | 24%      | 25%    |      | 27%      | 27%   
|Real estate              | 6%       | 6%     |      | 5%       | 5%    
|Other (cash equivalents) | 0%       | 0%     |      | 3%       | 3%    
|Total                    | 100%     | 100%   |      | 100%     | 100%  

The following benefit payments, which reflect
expected future service, as appropriate, are expected to be paid as follows:

EXPECTED PLAN PAYMENTS

|(In thousands) |  | Salaried |       | Hourly
|-------------- |  | -------- | ----- | ------
|Year Ending    |  |          |       |       
|2006           |  | $        | 550   |       
|2007           |  |          | 610   |       
|2008           |  |          | 670   |       
|2009           |  |          | 780   |       
|2010           |  |          | 840   |       
|2011-2015      |  |          | 5,090 |       

Approximately 1% of the Company's employees are covered by
union-sponsored, collectively bargained, multi-employer pension plans. The
Company contributed $57,000, $45,000 and $38,000 to such plans in fiscal years
ended 2005, 2004 and 2003, respectively. These contributions are determined in
accordance with the provisions of a negotiated labor contract.

The Company adopted two 401(k) deferred compensation
retirement plans effective as of January 1, 1996 for salaried employees and
March 1, 1996 for hourly employees. These plans were merged effective December
31, 2001. The plan covers substantially all employees who have completed three
months of service. The Company matches 25% of salaried employee contributions up
to a maximum of 4% of the employee's salary and provides for a variable match on
an employee's contribution ranging from 4% to 6% of annual salary. The variable
portion is based upon the Company's annual return on net assets. The Company
does not match hourly employee contributions. Under the plan voluntary employee
deferred contributions up to 100% of annual compensation may be made, or a
maximum not to exceed the Internal Revenue Service limitation. Such voluntary
employee contributions are made through payroll deductions. The Company expensed
$138,000, $100,000 and $36,000 related to the plan during fiscal years ended
2005, 2004 and 2003, respectively.

5.  Derivative Activity

Natural Gas SwapOn March 27, 2001, the Company entered into a Natural Gas Swap
("derivative"), a financial instrument, in order to fix its exposure to natural
gas prices in the volatile California energy market. The Natural Gas Swap is a
derivative instrument and is accounted for pursuant to SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138,
Accounting for Certain Derivative Instruments and Certain Hedging Activities. As
amended, SFAS No. 133 requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position, measure
those instruments at fair value, and recognize changes in the fair value of
derivatives in earnings in the period of change unless the derivative qualifies
as an effective hedge that offsets certain exposures.

The Natural Gas Swap expired in October 2005 with a monthly
commitment of 70,000 MMBtu. The derivative qualified as a cash flow hedge under
SFAS No. 133 from March 27, 2001 through July 31, 2001. The consummation of a
fixed price gas purchase agreement disqualified the derivative from hedge
accounting treatment from August 1, 2001 through December 2, 2001. The
subsequent cancellation of this Gas Purchase Agreement allowed the derivative to
again qualify as a cash flow hedge as of December 2, 2001.

As of December 2, 2001, the derivative again qualified as a
hedge. As a result, amounts previously recorded as unrealized loss on gas swap
derivative have been amortized into other comprehensive income and cost of
sales, on a straight-line basis, over the remaining term of the derivative. This
amortization decreased cost of sales by $526,000 and $451,000 during 2004 and
2003, respectively.

During the month of November 2004, management determined that
the forecasted transaction (natural gas purchase) would not occur in December
2004 and January 2005. As such, the hedged transaction did not qualify for the
exception described in SFAS No. 133 and the derivative gain of approximately
$37,000 in accumulated other comprehensive loss related to those two months,
which is determined based on discounted cash flows, was reclassified to cost of
sales. In addition, the related previously recorded unrealized loss on the gas
swap derivative that was being amortized over the remaining life of the swap was
also accelerated for the months of December and January and approximately
$75,000 was recorded to cost of sales.

During October 2005, the hedge expired, thus the losses of
$376,000, previously reported in accumulated other comprehensive income, have
been recognized within cost of sales.

6.  Income Taxes

Deferred income taxes are recorded under the asset and
liability method of accounting for income taxes, which requires the recognition
of deferred income taxes, based upon the tax consequences of "temporary
differences" by applying enacted statutory tax rates applicable to future years
to differences between the financial statements carrying amounts and the tax
basis of existing assets and liabilities.

The components of the income tax provision for the years ended
November 30:

INCOME TAX PROVISION

|(In thousands) |  | 2005 |        | 2004 |   | 2003   
|-------------- |  | ---- | ------ | ---- | - | -------
|Current:       |  |      |        |      |   |        
|Federal        |  | $    | 11,160 |      | $ | 13,669 
|State          |  |      | 3,095  |      |   | 3,470  
|Total current  |  |      | 14,255 |      |   | 17,139 
|               |  |      |        |      |   |        
|Deferred:      |  |      |        |      |   |        
|Federal        |  |      | (167)  |      |   | (1,043)
|State          |  |      | (40)   |      |   | 39     
|Total deferred |  |      | (207)  |      |   | (1,004)
|Total          |  | $    | 14,048 |      | $ | 16,135 

The effective tax rate differs from the U.S. federal statutory tax rate of 35%
primarily due to state income taxes, net of federal benefits.

The components of the Company's
deferred tax assets (liabilities) at November 30, 2005 and 2004 are as follows:

DEFERRED TAX ASSETS (LIABILITIES)

|(In thousands)                |  | 2005 |         | 2004
|----------------------------- |  | ---- | ------- | ----
|Deferred tax asset            |  |      |         |     
|Reserve
    for contingencies |  | $    | 438     |     
|Accrued liabilities           |  |      | 1,590   |     
|Reserve
    for inventories   |  |      | 243     |     
|State taxes                   |  |      | 973     |     
|Additional pension liability  |  |      | 2,376   |     
|Unrealized hedging loss       |  |      | -       |     
|Other                         |  |      | 73      |     
|Deferred tax asset            |  |      | 5,693   |     
|Deferred tax liability        |  |      |         |     
|Depreciation                  |  |      | (4,342) |     
|Pension reserve               |  |      | (518)   |     
|Gas swap liability            |  |      | -       |     
|Other                         |  |      | (2)     |     
|Deferred tax liability        |  |      | (4,862) |     
|                              |  | $    | 831     |     

At November 30, 2005 and 2004 ($625,000) and $1,112,000 of deferred
tax provision (benefit) is reflected in other comprehensive income.

7.  Commitments and Contingences

The Company has a noncancelable operating lease with Ameron
for certain land, buildings, structures and other improvements expiring on
October 31, 2012 (Note 2).

Future minimum lease payments amount to $448,200 for each
fiscal year from November 30, 2006 to November 30, 2010.

Total operating lease expense was $448,200 for fiscal years
ended 2005, 2004 and 2003, respectively.

The Company is involved in legal matters in the normal course
of its business.  Management believes that the ultimate outcome of such
matters will not have a material adverse effect on the Company's results of
operations or financial position.