# ** **

# **SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-Q**

 

**QUARTERLYREPORT PURSUANT TO SECTION 13OF THE SECURITIES EXCHANGE ACT OF 1934**

 

|                     | **For quarter ended December 31, 2003**           |                  | **Commission File Number 1-7256** |   |
|--------------------------|--------------------------------------------------------|-----------------------|-----------------------------------|--------|
|                     |                                                   |                  |                              |   |
|                     | **INTERNATIONAL ALUMINUM CORPORATION**                 |                  |
|                     | (Exact name of Registrant as specified in its charter) |                  |
|                     |                                                   |                  |                              |   |
| **California**           |                                                   | **95-2385235**        |
| (State of incorporation) |                                                   | (I.R.S. Employer No.) |
|                          |                                                        |                       |                                   |        |

 

**767 Monterey Pass RoadMonterey Park, California 91754(323) 264-1670**

(Principal executive office)

 

Indicateby check mark whether the Registrant (1) has filed all reports required to befiled by Section 13 of the Securities Exchange Act of 1934 during thepreceding 12 months and (2) has been subject to such filing requirements forthe past 90 days.  Yes ý   No o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Exchange Act). Yes o   No ý

 

AtFebruary 2, 2004 there were 4,244,794 shares of Common Stock outstanding.

 

 

----

 

INTERNATIONAL ALUMINUM CORPORATION

AND SUBSIDIARIES

 

INDEX

 
| PART I.  Financial Information |          |
|-------------------------------------|---------------|
|                                |          |   |
|                                | Item 1.       | Financial  Statements. |   |
|                                |          |   |   |
|                                |          | Consolidated Balance Sheets  - December 31, 2003 and June 30, 2003 |   |
|                                |          |   |   |
|                                |          | Consolidated  Statements of Income - three and six month periods ended December 31,  2003 and 2002 |   |
|                                |          |   |   |
|                                |          | Consolidated  Statements of Cash Flows - six months ended December 31, 2003 and 2002 |   |
|                                |          |   |   |
|                                |          | Notes to  Consolidated Financial Statements |   |
|                                |          |   |   |
|                                | Item 2.       | Management’s  Discussion and Analysis of Financial Condition and Results of Operations. |   |
|                                |          |   |   |
|                                | Item 3.  | Quantitative  and Qualitative Disclosures About Market Risk. |   |
|                                |          |   |   |
|                                | Item 4.  | Controls and  Procedures. |   |
|                                |          |   |   |
| PART II. Other Information          |          |
|                                |          |
|                                | Item 4.       | Submission  of Matters to a Vote of Security Holders. |   |
|                                |          |   |   |
|                                | Item 6.       | Exhibits  and Reports on Form 8-K. |   |
|                                |          |   |   |
| Signatures                          |          |

 

2

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PARTI - FINANCIALINFORMATION

 

Item1.  Financial Statements.

 

International AluminumCorporationand Subsidiaries

 

Consolidated Balance Sheets

 
|                                                   |   | **Dec. 31, 2003  (Unaudited)** |        | **June 30,  2003** |   |
|--------------------------------------------------------|--------|------------------------------------------|-------------|-------------------------|--------|
| Assets                                                 |   |                                     |        |                    |   |
|                                                   |   |                                     |        |                    |   |
| Current assets:                                        |   |                                     |        |                    |   |
| Cash and cash equivalents                              |   | $                                        | 12,995,000  |                    | $      | 12,570,000 |   |
| Accounts receivable, net                               |   | 33,665,000                               |        | 34,336,000              |   |
| Inventories                                            |   | 31,281,000                               |        | 28,551,000              |   |
| Prepaid expenses and deposits                          |   | 3,496,000                                |        | 2,583,000               |   |
| Future income tax benefits                             |   | 2,239,000                                |        | 2,239,000               |   |
|                                                   |   |                                     |        |                    |   |
| Total current assets                                   |   | 83,676,000                               |        | 80,279,000              |   |
|                                                   |   |                                     |        |                    |   |
| Property, plant and equipment, at cost                 |   | 121,617,000                              |        | 120,829,000             |   |
| Accumulated depreciation                               |   | (70,614,000                              | )           | (68,999,000             | )      |
|                                                   |   |                                     |        |                    |   |
| Net property, plant and equipment                      |   | 51,003,000                               |        | 51,830,000              |   |
|                                                   |   |                                     |        |                    |   |
| Other assets:                                          |   |                                     |        |                    |   |
| Costs in excess of net assets of purchased  businesses |   | 621,000                                  |        | 605,000                 |   |
| Other                                                  |   | 656,000                                  |        | 529,000                 |   |
|                                                   |   |                                     |        |                    |   |
| Total other assets                                     |   | 1,277,000                                |        | 1,134,000               |   |
|                                                   |   |                                     |        |                    |   |
|                                                   |   | $                                        | 135,956,000 |                    | $      | 133,243,000 |   |
|                                                   |   |                                     |        |                    |   |
| Liabilities and Shareholders’ Equity              |   |                                     |        |                    |   |
|                                                   |   |                                     |        |                    |   |
| Current liabilities:                                   |   |                                     |        |                    |   |
| Accounts payable                                       |   | $                                        | 8,851,000   |                    | $      | 7,407,000 |   |
| Accrued liabilities                                    |   | 9,749,000                                |        | 9,054,000               |   |
| Advances payable to banks                              |   | 409,000                                  |        | 590,000                 |   |
| Income taxes payable                                   |   | —                                   |        | 299,000                 |   |
|                                                   |   |                                     |        |                    |   |
| Total current liabilities                              |   | 19,009,000                               |        | 17,350,000              |   |
|                                                   |   |                                     |        |                    |   |
| Deferred income taxes                                  |   | 6,357,000                                |        | 6,357,000               |   |
|                                                   |   |                                     |        |                    |   |
| Total liabilities                                      |   | 25,366,000                               |        | 23,707,000              |   |
|                                                   |   |                                     |        |                    |   |
| Shareholders’ equity                              |   | 110,590,000                              |        | 109,536,000             |   |
|                                                   |   |                                     |        |                    |   |
|                                                   |   | $                                        | 135,956,000 |                    | $      | 133,243,000 |   |

 

Seeaccompanying notes to consolidated financial statements.

 

3

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Unaudited

 

International AluminumCorporationand Subsidiaries

 

Consolidated Statements ofIncome

 
|                                                   |   | **Three  Months Ended  December 31,** |       | **Six Months  Ended  December 31,** |   |
|--------------------------------------------------------|--------|--------------------------------------------|------------|------------------------------------------|--------|
|                                                   |   | **2003**                                   |       | **2002**                                 |   | **2003** |   | **2002** |   |
|                                                   |   |                                       |       |                                     |   |   |   |   |   |
| Net sales                                              |   | $                                          | 50,698,000 |                                     | $      | 45,784,000 |   | $ | 103,654,000 |   | $ | 94,928,000 |   |
| Cost of sales                                          |   | 39,684,000                                 |       | 38,678,000                               |   | 82,082,000 |   | 78,216,000 |   |
| Gross profit                                           |   | 11,014,000                                 |       | 7,106,000                                |   | 21,572,000 |   | 16,712,000 |   |
| Selling, gen. and admin. expenses                      |   | 8,468,000                                  |       | 5,756,000                                |   | 16,423,000 |   | 13,916,000 |   |
| Income from operations                                 |   | 2,546,000                                  |       | 1,350,000                                |   | 5,149,000 |   | 2,796,000 |   |
| Interest (income) expense, net                         |   | (19,000                                    | )          | 4,000                                    |   | (15,000 | ) | 3,000 |   |
| Income from continuing operations before income  taxes |   | 2,565,000                                  |       | 1,346,000                                |   | 5,164,000 |   | 2,793,000 |   |
| Provision for income taxes                             |   | 1,003,000                                  |       | 507,000                                  |   | 2,064,000 |   | 1,042,000 |   |
| Income from continuing operations                      |   | 1,562,000                                  |       | 839,000                                  |   | 3,100,000 |   | 1,751,000 |   |
| Income (loss) from discontinued operations             |   | 88,000                                     |       | (177,000                                 | )      | 129,000 |   | (390,000 | ) |
|                                                   |   |                                       |       |                                     |   |   |   |   |   |
| Net income                                             |   | $                                          | 1,650,000  |                                     | $      | 662,000 |   | $ | 3,229,000 |   | $ | 1,361,000 |   |
|                                                   |   |                                       |       |                                     |   |   |   |   |   |
| Basic and diluted EPS:                                 |   |                                       |       |                                     |   |   |   |   |   |
| Continuing operations                                  |   | $                                          | .37        |                                     | $      | .20 |   | $ | .73 |   | $ | .41 |   |
| Discontinued operations                                |   | .02                                        |       | (.04                                     | )      | .03 |   | (.09 | ) |
| Total                                                  |   | $                                          | .39        |                                     | $      | .16 |   | $ | .76 |   | $ | .32 |   |
|                                                   |   |                                       |       |                                     |   |   |   |   |   |
| Shares used to compute EPS:                            |   |                                       |       |                                     |   |   |   |   |   |
| Basic and Diluted                                      |   | 4,244,794                                  |       | 4,244,794                                |   | 4,244,794 |   | 4,244,794 |   |
|                                                   |   |                                       |       |                                     |   |   |   |   |   |
| Cash dividends per share                               |   | $                                          | .30        |                                     | $      | .30 |   | $ | .60 |   | $ | .60 |   |

 

Seeaccompanying notes to consolidated financial statements.

 

4

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Unaudited

 

International AluminumCorporationand Subsidiaries

 

Consolidated Statements ofCash Flows

 
|                                                 |   | **Six Months  Ended  December 31,** |       |
|------------------------------------------------------|--------|------------------------------------------|------------|
|                                                 |   | **2003**                                 |       | **2002** |   |
|                                                 |   |                                     |       |   |   |
| Cash flows from operating activities:                |   |                                     |       |   |   |
| Net income                                           |   | $                                        | 3,229,000  |   | $ | 1,361,000 |   |
| Adjustments for noncash transactions:                |   |                                     |       |   |   |
| Depreciation and amortization                        |   | 3,331,000                                |       | 3,527,000 |   |
| Gain on discontinued operations                      |   | —                                   |       | (110,000 | ) |
| Changes in assets and liabilities:                   |   |                                     |       |   |   |
| Receivables                                          |   | 761,000                                  |       | 1,134,000 |   |
| Inventories                                          |   | (2,656,000                               | )          | 666,000 |   |
| Prepaid expenses and deposits                        |   | (1,034,000                               | )          | (339,000 | ) |
| Accounts payable                                     |   | 1,371,000                                |       | 1,251,000 |   |
| Accrued liabilities                                  |   | 689,000                                  |       | 201,000 |   |
| Income taxes payable                                 |   | (272,000                                 | )          | (83,000 | ) |
|                                                 |   |                                     |       |   |   |
| Net cash provided by operating activities            |   | 5,419,000                                |       | 7,608,000 |   |
|                                                 |   |                                     |       |   |   |
| Cash flows from investing activities:                |   |                                     |       |   |   |
| Capital expenditures                                 |   | (2,388,000                               | )          | (1,582,000 | ) |
| Proceeds from sales of capital assets                |   | 126,000                                  |       | 2,710,000 |   |
|                                                 |   |                                     |       |   |   |
| Net cash provided by (used in) investing  activities |   | (2,262,000                               | )          | 1,128,000 |   |
|                                                 |   |                                     |       |   |   |
| Cash flows from financing activities:                |   |                                     |       |   |   |
| Dividends paid to shareholders                       |   | (2,547,000                               | )          | (2,547,000 | ) |
| Net borrowing under lines of credit                  |   | (204,000                                 | )          | (156,000 | ) |
|                                                 |   |                                     |       |   |   |
| Net cash used in financing activities                |   | (2,751,000                               | )          | (2,703,000 | ) |
|                                                 |   |                                     |       |   |   |
| Effect of exchange rate changes                      |   | 19,000                                   |       | (15,000 | ) |
|                                                 |   |                                     |       |   |   |
| Net change in cash and cash equivalents              |   | 425,000                                  |       | 6,018,000 |   |
|                                                 |   |                                     |       |   |   |
| Cash and cash equivalents at beginning of period     |   | 12,570,000                               |       | 3,495,000 |   |
|                                                 |   |                                     |       |   |   |
| Cash and cash equivalents at end of period           |   | $                                        | 12,995,000 |   | $ | 9,513,000 |   |

 

Seeaccompanying notes to consolidated financial statements.

 

5

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Unaudited

 

International AluminumCorporation

and Subsidiaries

 

Notes To ConsolidatedFinancial Statements

 

Basis of Presentation

 

Inthe opinion of management, the accompanying unaudited consolidated financialstatements contain all adjustments (which consist solely of normal recurringadjustments unless otherwise disclosed) necessary to present fairly, in allmaterial respects, its financial position as of December 31, 2003 andJune 30, 2003, and the results of operations for the three and six monthperiods ended December 31, 2003 and 2002 and the cash flows for the sixmonth periods ended December 31, 2003 and 2002.  The results of operations for the three and six month periodsended December 31, 2003 and 2002 are not necessarily indicative of theresults to be expected for the full year.

 

Thefinancial statements included herein have been prepared by the Company pursuantto the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosuresnormally included in financial statements prepared in accordance with generallyaccepted accounting principles have been condensed or omitted pursuant to suchrules and regulations, although the Company believes that the disclosures areadequate to make the information presented not misleading.  It is suggested that these financialstatements be read in conjunction with the financial statements and the notesthereto included in the Company’s latest annual report on Form 10-K.

 

 

ComprehensiveIncome

 

Comprehensiveincome, defined as net income and other comprehensive income, for the secondquarters ended December 31, 2003 and 2002 was  $2,039,000 and $669,000, respectively.  Comprehensive income for the six months ended December 31,2003 and 2002 was $3,600,000 and $1,045,000, respectively. Other comprehensiveincome includes foreign currency translation adjustments recorded directly inshareholders’ equity.

 
| Balance Sheet Components                  |   | **Dec. 31,  2003** |        | **June 30,  2003** |   |
|-------------------------------------------|--------|--------------------|-------------|-------------------------|--------|
|                                      |   |               |        |                    |   |
| Inventories, lower of FIFO Cost or Market |   |               |        |                    |   |
| Raw materials                             |   | $                  | 25,765,000  |                    | $      | 23,374,000 |   |
| Work in process                           |   | 764,000            |        | 430,000                 |   |
| Finished goods                            |   | 4,752,000          |        | 4,747,000               |   |
|                                      |   | $                  | 31,281,000  |                    | $      | 28,551,000 |   |
|                                      |   |               |        |                    |   |
| Shareholders’ Equity                 |   |               |        |                    |   |
| Common stock                              |   | $                  | 4,765,000   |                    | $      | 4,765,000 |   |
| Paid-in capital                           |   | 4,123,000          |        | 4,123,000               |   |
| Retained earnings                         |   | 100,258,000        |        | 99,576,000              |   |
| Accumulated other comprehensive income    |   | 1,444,000          |        | 1,072,000               |   |
|                                      |   | $                  | 110,590,000 |                    | $      | 109,536,000 |   |

 

6

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SegmentInformation

 

Thefollowing presents the Company’s net sales, operating income and total assetsby operating segment, reconciling to the Company’s totals.  All data presented in thousands of dollars.

 
| Net Sales:         |   | **Three  Months Ended  December 31,** |   | **Six Months  Ended  December 31,** |       |
|--------------------|--------|--------------------------------------------|--------|------------------------------------------|------------|
|               |   | **2003**                                   |   | **2002**                                 | ** ** | **2003** | ** ** | **2002** | ** ** |
|               |   |                                       |   |                                     |       |   |   |   |   |
| Commercial         |   | $                                          | 24,347 |                                     | $          | 24,301 |   | $ | 48,167 |   | $ | 49,872 |   |
| Residential        |   | 16,088                                     |   | 12,464                                   |       | 32,158 |   | 25,425 |   |
| Aluminum Extrusion |   | 23,372                                     |   | 21,327                                   |       | 48,265 |   | 42,441 |   |
| Total Segments     |   | 63,807                                     |   | 58,092                                   |       | 128,590 |   | 117,738 |   |
| Eliminations       |   | (13,109                                    | )      | (12,308                                  | )          | (24,936 | ) | (22,810 | ) |
| Total              |   | $                                          | 50,698 |                                     | $          | 45,784 |   | $ | 103,654 |   | $ | 94,928 |   |

 
| Operating Income (Loss): |   | **Three  Months Ended  December 31,** | ** ** | **Six Months  Ended  December 31,** | ** ** |
|--------------------------|--------|--------------------------------------------|------------|------------------------------------------|------------|
|                     |   | **2003**                                   |       | **2002**                                 | ** ** | **2003** | ** ** | **2002** | ** ** |
|                     |   |                                       |       |                                     |       |   |   |   |   |
| Commercial               |   | $                                          | 1,957      |                                     | $          | 1,203 |   | $ | 3,544 |   | $ | 3,636 |   |
| Residential              |   | 2,789                                      |       | 2,062                                    |       | 5,662 |   | 3,224 |   |
| Aluminum Extrusion       |   | (96                                        | )          | 496                                      |       | 761 |   | 375 |   |
| Total Segments           |   | 4,650                                      |       | 3,761                                    |       | 9,967 |   | 7,235 |   |
| Eliminations             |   | 137                                        |       | (559                                     | )          | (354 | ) | (619 | ) |
| Corporate                |   | (2,241                                     | )          | (1,852                                   | )          | (4,464 | ) | (3,820 | ) |
| Total                    |   | $                                          | 2,546      |                                     | $          | 1,350 |   | $ | 5,149 |   | $ | 2,796 |   |

 
| Total Assets:      |   | **Dec. 31,  2003** |    | **June 30,  2003** |   |
|--------------------|--------|--------------------|---------|-------------------------|--------|
|               |   |               |    |                    |   |
| Commercial         |   | $                  | 60,035  |                    | $      | 59,397 |   |
| Residential        |   | 25,591             |    | 25,135                  |   |
| Aluminum Extrusion |   | 36,108             |    | 36,016                  |   |
| Total Segments     |   | 121,734            |    | 120,548                 |   |
| Corporate          |   | 14,222             |    | 12,695                  |   |
| Total              |   | $                  | 135,956 |                    | $      | 133,243 |   |

 

7

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Discontinued Operations

 

During the fourth quarter of fiscal year 2003, the Company announcedthe closure of International Window-Colorado, a vinyl window and doorsubsidiary, which was a component of the Residential Products segment.  In accordance with SFAS No. 144, “Accountingfor the Impairment or Disposal of Long-Lived Assets”, the Company wrote-downthe net assets of International Window-Colorado to their estimated net realizablevalue and reported International Window-Colorado’s results as discontinuedoperations.  Due primarily to favorableresults experienced in selling a portion of International Window-Colorado’sequipment and inventory and collection of accounts receivable balances, theCompany recognized a net gain in fiscal year 2004 which has also beenclassified as discontinued operations.  TheCompany does not anticipate any further activity with respect to InternationalWindow-Colorado in the future.

 

Item 2.  Management’s Discussion andAnalysis of Financial Condition and Results of Operations.

 

Resultsof Operations

 

Net sales increased by $4,914,000 or 10.7% for the quarter endedDecember 31, 2003 and by $8,726,000 or 9.2% for the six months then endedwhen compared with the respective prior year periods.  Sales of the Residential Products Group increased by $3,556,000or 28.6% for the quarter and $6,658,000 or 26.3% for the six months compared tothe same periods last year.  Lowinterest rates continue to stimulate new home construction and home improvementspending.  In addition, sales at ourSouth Gate, California facility continue to improve due to increased customerconfidence in product quality and customer service that had suffered during theprolonged strike in fiscal 2002.  Newproduct development and new marketing and advertising programs have alsocontributed to the increase.  Sales ofthe Aluminum Extrusion Group increased by $1,397,000 or 15.1% for the quarterand $3,895,000 or 19.4% for the six months compared to the same periods lastyear.  Net tonnage shipped increased by9.1% for the quarter and 16.2% year to date when compared to the same periodslast year.  Although continuing toexperience strong pressure on pricing, the Extrusion Group is benefiting fromexpanded geographic market penetration, particularly the area served by ourTexas facility.  Partially offsettingthese increases are decreases by the Commercial Products Group.  While sales for the current quarter were onlyslightly lower than the same period last year, sales for the current six-monthperiod decreased $1,827,000 or 3.7% when compared to last year.  Although some geographic market areasexperienced gains during the current quarter, the year to date decrease isreflective of the continuing soft commercial construction market coupled withincreased competitive conditions. Partially offsetting this decrease were increases from sales of newlydeveloped product lines.

 

8

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Cost of sales as a percentage of net sales was 78.3% for the quarterended December 31, 2003 as opposed to 84.5% for the same period last yearand for the six-month period was 79.2% compared to 82.4% for the same periodlast year.  All Groups were successful,to varying degrees, in either reducing or maintaining their cost of salespercentages for the current three-month period compared to last year and allGroups achieved reductions in their cost percentages over the current six-monthperiod compared to last year.  The ResidentialProducts Group decreased their material, labor and overhead cost percentagescompared to the prior year reflecting production efficiencies attained fromadditional automation and the substantially higher sales volume. The CommercialProducts Group achieved somewhat lower cost percentages as compared to lastyear mainly due to the prior year having higher than expected material costsfor some major projects incurred at our U.S. Aluminum-Texas facility.  Labor and overhead cost percentages arerelatively unchanged, as cost containment efforts have offset the effect ofspreading these costs over diminished sales in a highly competitivemarketplace.  The Aluminum ExtrusionGroup, while absorbing higher material costs compared to last year, achieveddecreased labor and overhead cost percentages due to production efficienciesgained from the higher tonnage output, in spite of higher utility and toolingcosts incurred at our Texas facility.

 

Selling, general and administrative expenses as a percentage of netsales was 16.7% for the quarter ended December 31, 2003 as opposed to12.6% for the same period last year and for the six-month period was 15.8%compared to 14.7% for the same period last year.  A portion of the increase during the year reflects increasedemployment, outside sales representation and promotional costs.  During the prior year, income relating toretrospective workers’ compensation policies totaling $1,134,000 and $716,000was recorded for the three and six-month periods respectively, compared toadditional expense of $137,000 and $134,000 being recorded in the comparableperiods of the current year.

 

The effective tax rate for the six months ended December 31, 2003was 40.0% whereas the comparable period of the prior year was 37.3%.  The lower prior year rate reflects benefitsavailable for foreign losses.

 

#### Liquidity and CapitalResources

 

Workingcapital at December 31, 2003 stood at $64,667,000, an increase of$1,738,000 from June 30, 2003.  Theratio of current assets to current liabilities is currently 4.4 as compared to4.6 as of the beginning of the year.

 

TheCompany’s projected net capital expenditures for fiscal 2004 and relatedfinancing remain unchanged from those described in the June 30, 2003Annual Report.  The Company’s domesticline of credit remains unchanged from that described in the June 30, 2003Annual Report to Shareholders.

 

9

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RecentAccounting Pronouncements

 

TheCompany will not be affected by any recent pronouncements.

 

Forward-LookingInformation

 

Thisreport contains forward-looking statements with respect to the financialcondition, results of operations and business of the Company.  Such items are subject to certain risks anduncertainties that could cause actual results to differ materially from thoseset forth in such statements.  Readersare cautioned not to place undue reliance on these forward-looking statements,which speak only as of the date the statement was made.  The Company undertakes no obligation topublicly update or revise any forward-looking statements, whether as a resultof new information, future events or otherwise.

 

Item3.  Quantitative and Qualitative DisclosuresAbout Market Risk.

 

Fluctuating foreign exchange rates may impact the Company’searnings.  The Company’s foreignexchange exposure is related to activities associated with its Canadiansubsidiaries.  The Company does notattempt to manage these risks by entering into forward exchange contracts.

 

Item4.  Controls and Procedures.

 

Asof the end of the period covered by this report, we have evaluated theeffectiveness of the design and operation of our disclosure controls andprocedures under the supervision and with the participation of our ChiefExecutive Officer (“CEO”) and our Chief Financial Officer (“CFO”).  Based on this evaluation, our management,including the CEO and CFO, concluded that our disclosure controls andprocedures were effective in causing material company information to berecorded, processed, summarized and reported to our management on a timelybasis to insure that the quality and timeliness of the Company’s publicdisclosures complies with its Securities and Exchange Commission disclosureobligations.

 

Therehave been no significant changes in our internal controls or in other factorsthat could significantly affect internal control subsequent to the evaluation.

 

10

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PARTII - OTHER INFORMATION

 

Item 4.            Submission of Matters to a Vote of SecurityHolders.

 

OnOctober 30, 2003, the Company held its 2003 Annual ShareholdersMeeting.  Shareholders voted proxiesrepresenting 4,055,666 shares, which was 95.5% of the 4,244,794 sharesoutstanding on the record date.  Theproposed slate of directors was elected with 3,909,390 shares and the selectedindependent auditors were ratified with 4,013,072 shares.

 

Item 6.            Exhibits and Reports on Form 8-K.

 

(a)           Exhibits:

 
| 31.1   |   | Certification  of the Chief Executive Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                    |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                             |
| 31.2   |   | Certification  of the Chief Financial Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002                                                    |
|   |   |                                                                                                                                                             |
| 32.1   |   | Certification  of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|   |   |                                                                                                                                                             |
| 32.2   |   | Certification  of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

(b)           Reports on Form 8-K:

 
| **Date of Report**      |   | **Item  Reported**                                                                                    |
|-------------------------|--------|-------------------------------------------------------------------------------------------------------|
|                    |   |                                                                                                  |
| November 12,  2003 |   | Press  release issued announcing the Company’s first quarter fiscal year 2004  earnings results. |

 

11

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SIGNATURES

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned hereuntoduly authorized.

 
|   |                   |   | International  Aluminum Corporation |
|--------|------------------------|--------|-------------------------------------|
|   |                   |   | (Registrant)                        |
|   |                   |   |                                |
|   |                   |   |                                |
| Date:  | February 11, 2004 |   |                                | /s/ MITCHELL K. FOGELMAN |
|   |                   |   | Mitchell K. Fogelman                |
|   |                   |   | Senior Vice President - Finance     |
|   |                   |   | (Principal Financial Officer)       |
|   |                   |   |                                |
|   |                   |   |                                |
| Date:  | February 11, 2004 |   |                                | /s/ MICHAEL J. NORRING |
|   |                   |   | Michael J. Norring                  |
|   |                   |   | Controller                          |
|   |                   |   | (Principal Accounting Officer)      |

 

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