**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-Q**

 

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

 

**For quarter ended March 31, 2004**

 

**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 Road**

**Monterey 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

 

AtMay 3, 2004 there were 4,244,794 shares of Common Stock outstanding.

 

 

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INTERNATIONAL ALUMINUM CORPORATION

AND SUBSIDIARIES

 

INDEX

 
| PART I.  Financial Information |    |
|-------------------------------------|---------|
|                                |    |
|                                | Item 1. | Financial Statements. |   |
|                                |    |   |   |
|                                |    | Consolidated Balance Sheets  -  March 31, 2004 and June 30, 2003 |   |
|                                |    |   |   |
|                                |    | Consolidated  Statements of Income -  three and nine month periods ended  March 31, 2004 and 2003 |   |
|                                |    |   |   |
|                                |    | Consolidated  Statements of Cash Flows -  nine months ended March 31, 2004 and 2003 |   |
|                                |    |   |   |
|                                |    | 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 6. | Exhibits and Reports on Form 8-K. |   |
|                                |    |   |   |
| Signatures                          |    |

 

2

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PART I – FINANCIAL INFORMATION

 

Item 1.  Financial Statements.

 

International Aluminum Corporation

and Subsidiaries

 

ConsolidatedBalance Sheets

 
|                                                   |   | **Mar. 31, 2004** |        | **June 30,  2003** |   |
|--------------------------------------------------------|--------|-----------------------------|-------------|-------------------------|--------|
| **(Unaudited)**                                        |   |                        |
| Assets                                                 |   |                        |        |                    |   |
|                                                   |   |                        |        |                    |   |
| Current assets:                                        |   |                        |        |                    |   |
| Cash and cash equivalents                              |   | $                           | 15,245,000  |                    | $      | 12,570,000 |   |
| Accounts receivable, net                               |   | 34,129,000                  |        | 34,336,000              |   |
| Inventories                                            |   | 31,975,000                  |        | 28,551,000              |   |
| Prepaid expenses and deposits                          |   | 2,483,000                   |        | 2,583,000               |   |
| Future income tax benefits                             |   | 2,239,000                   |        | 2,239,000               |   |
|                                                   |   |                        |        |                    |   |
| Total current assets                                   |   | 86,071,000                  |        | 80,279,000              |   |
|                                                   |   |                        |        |                    |   |
| Property, plant and equipment, at cost                 |   | 121,700,000                 |        | 120,829,000             |   |
| Accumulated depreciation                               |   | (71,814,000                 | )           | (68,999,000             | )      |
|                                                   |   |                        |        |                    |   |
| Net property, plant and equipment                      |   | 49,886,000                  |        | 51,830,000              |   |
|                                                   |   |                        |        |                    |   |
| Other assets:                                          |   |                        |        |                    |   |
| Costs in excess of net assets of purchased  businesses |   | 616,000                     |        | 605,000                 |   |
| Other                                                  |   | 718,000                     |        | 529,000                 |   |
|                                                   |   |                        |        |                    |   |
| Total other assets                                     |   | 1,334,000                   |        | 1,134,000               |   |
|                                                   |   |                        |        |                    |   |
|                                                   |   | $                           | 137,291,000 |                    | $      | 133,243,000 |   |
|                                                   |   |                        |        |                    |   |
| Liabilities and Shareholders’ Equity              |   |                        |        |                    |   |
|                                                   |   |                        |        |                    |   |
| Current liabilities:                                   |   |                        |        |                    |   |
| Accounts payable                                       |   | $                           | 9,189,000   |                    | $      | 7,407,000 |   |
| Accrued liabilities                                    |   | 11,205,000                  |        | 9,054,000               |   |
| Advances payable to banks                              |   | 480,000                     |        | 590,000                 |   |
| Income taxes payable                                   |   | —                      |        | 299,000                 |   |
|                                                   |   |                        |        |                    |   |
| Total current liabilities                              |   | 20,874,000                  |        | 17,350,000              |   |
|                                                   |   |                        |        |                    |   |
| Deferred income taxes                                  |   | 6,357,000                   |        | 6,357,000               |   |
|                                                   |   |                        |        |                    |   |
| Total liabilities                                      |   | 27,231,000                  |        | 23,707,000              |   |
|                                                   |   |                        |        |                    |   |
| Shareholders’ equity                              |   | 110,060,000                 |        | 109,536,000             |   |
|                                                   |   |                        |        |                    |   |
|                                                   |   | $                           | 137,291,000 |                    | $      | 133,243,000 |   |

 

Seeaccompanying notes to consolidated financial statements.

 

3

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Unaudited

 

International Aluminum Corporation

and Subsidiaries

 

ConsolidatedStatements of Income

 
|                                                   |   | **Three  Months Ended  March 31,** |       | **Nine  Months Ended  March 31,** |   |
|--------------------------------------------------------|--------|-----------------------------------------|------------|----------------------------------------|--------|
|                                                   |   | **2004**                                |       | **2003**                               |   | **2004** |   | **2003** |   |
|                                                   |   |                                    |       |                                   |   |   |   |   |   |
| Net sales                                              |   | $                                       | 50,064,000 |                                   | $      | 47,648,000 |   | $ | 153,718,000 |   | $ | 142,576,000 |   |
| Cost of sales                                          |   | 40,591,000                              |       | 38,545,000                             |   | 122,673,000 |   | 116,761,000 |   |
| Gross profit                                           |   | 9,473,000                               |       | 9,103,000                              |   | 31,045,000 |   | 25,815,000 |   |
| Selling, gen. and admin. expenses                      |   | 8,067,000                               |       | 7,296,000                              |   | 24,490,000 |   | 21,212,000 |   |
| Income from operations                                 |   | 1,406,000                               |       | 1,807,000                              |   | 6,555,000 |   | 4,603,000 |   |
| Interest (income) expense, net                         |   | (9,000                                  | )          | 6,000                                  |   | (24,000 | ) | 9,000 |   |
| Income from continuing operations before  income taxes |   | 1,415,000                               |       | 1,801,000                              |   | 6,579,000 |   | 4,594,000 |   |
| Provision for income taxes                             |   | 560,000                                 |       | 672,000                                |   | 2,624,000 |   | 1,714,000 |   |
| Income from continuing operations                      |   | 855,000                                 |       | 1,129,000                              |   | 3,955,000 |   | 2,880,000 |   |
| Income (loss) from discontinued operations             |   | —                                  |       | (222,000                               | )      | 129,000 |   | (612,000 | ) |
|                                                   |   |                                    |       |                                   |   |   |   |   |   |
| Net income                                             |   | $                                       | 855,000    |                                   | $      | 907,000 |   | $ | 4,084,000 |   | $ | 2,268,000 |   |
|                                                   |   |                                    |       |                                   |   |   |   |   |   |
| Basic and diluted EPS:                                 |   |                                    |       |                                   |   |   |   |   |   |
| Continuing operations                                  |   | $                                       | .20        |                                   | $      | .27 |   | $ | .93 |   | $ | .68 |   |
| Discontinued operations                                |   | —                                  |       | (.06                                   | )      | .03 |   | (.15 | ) |
| Total                                                  |   | $                                       | .20        |                                   | $      | .21 |   | $ | .96 |   | $ | .53 |   |
|                                                   |   |                                    |       |                                   |   |   |   |   |   |
| Shares used to compute EPS:                            |   |                                    |       |                                   |   |   |   |   |   |
| Basic                                                  |   | 4,244,794                               |       | 4,244,794                              |   | 4,244,794 |   | 4,244,794 |   |
| Diluted                                                |   | 4,251,235                               |       | 4,244,794                              |   | 4,246,941 |   | 4,244,794 |   |
|                                                   |   |                                    |       |                                   |   |   |   |   |   |
| Cash dividends per share                               |   | $                                       | .30        |                                   | $      | .30 |   | $ | .90 |   | $ | .90 |   |

 

Seeaccompanying notes to consolidated financial statements.

 

4

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International Aluminum Corporation

and Subsidiaries

 

ConsolidatedStatements of Cash Flows

 
|                                                 |   | **Nine  Months Ended  March 31,** |       |
|------------------------------------------------------|--------|----------------------------------------|------------|
|                                                 |   | **2004**                               |       | **2003** |   |
|                                                 |   |                                   |       |   |   |
| Cash flows from operating activities:                |   |                                   |       |   |   |
| Net income                                           |   | $                                      | 4,084,000  |   | $ | 2,268,000 |   |
| Adjustments for noncash transactions:                |   |                                   |       |   |   |
| Depreciation and amortization                        |   | 4,930,000                              |       | 5,266,000 |   |
| Gain on discontinued operations                      |   | —                                 |       | (110,000 | ) |
| Changes in assets and liabilities:                   |   |                                   |       |   |   |
| Receivables                                          |   | 270,000                                |       | (2,545,000 | ) |
| Inventories                                          |   | (3,372,000                             | )          | 426,000 |   |
| Prepaid expenses and deposits                        |   | (86,000                                | )          | 292,000 |   |
| Accounts payable                                     |   | 1,731,000                              |       | 1,562,000 |   |
| Accrued liabilities                                  |   | 2,182,000                              |       | 739,000 |   |
| Income taxes payable                                 |   | (280,000                               | )          | (89,000 | ) |
|                                                 |   |                                   |       |   |   |
| Net cash provided by operating activities            |   | 9,459,000                              |       | 7,809,000 |   |
|                                                 |   |                                   |       |   |   |
| Cash flows from investing activities:                |   |                                   |       |   |   |
| Capital expenditures                                 |   | (3,031,000                             | )          | (2,505,000 | ) |
| Proceeds from sales of capital assets                |   | 180,000                                |       | 2,786,000 |   |
|                                                 |   |                                   |       |   |   |
| Net cash provided by (used in) investing  activities |   | (2,851,000                             | )          | 281,000 |   |
|                                                 |   |                                   |       |   |   |
| Cash flows from financing activities:                |   |                                   |       |   |   |
| Dividends paid to shareholders                       |   | (3,820,000                             | )          | (3,820,000 | ) |
| Net borrowing under lines of credit                  |   | (126,000                               | )          | (472,000 | ) |
|                                                 |   |                                   |       |   |   |
| Net cash used in financing activities                |   | (3,946,000                             | )          | (4,292,000 | ) |
|                                                 |   |                                   |       |   |   |
| Effect of exchange rate changes                      |   | 13,000                                 |       | 13,000 |   |
|                                                 |   |                                   |       |   |   |
| Net change in cash and cash equivalents              |   | 2,675,000                              |       | 3,811,000 |   |
|                                                 |   |                                   |       |   |   |
| Cash and cash equivalents at beginning of  period    |   | 12,570,000                             |       | 3,495,000 |   |
|                                                 |   |                                   |       |   |   |
| Cash and cash equivalents at end of period           |   | $                                      | 15,245,000 |   | $ | 7,306,000 |   |

 

Seeaccompanying notes to consolidated financial statements.

 

5

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International Aluminum Corporation

and Subsidiaries

 

Notes To Consolidated Financial 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 March 31, 2004 andJune 30, 2003, and the results of operations for the three and nine monthperiods ended March 31, 2004 and 2003 and the cash flows for the ninemonth periods ended March 31, 2004 and 2003.  The results of operations for the three and nine month periodsended March 31, 2004 and 2003 are not necessarily indicative of the resultsto 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, in the United States of America, have beencondensed or omitted pursuant to such rules and regulations, although theCompany believes that the disclosures are adequate to make the informationpresented not misleading.  It issuggested that these financial statements be read in conjunction with thefinancial statements and the notes thereto included in the Company’s latestannual report on Form 10-K.

 

ComprehensiveIncome

 

Comprehensiveincome, defined as net income and other comprehensive income, for the thirdquarters ended March 31, 2004 and 2003 was  $744,000 and $1,504,000, respectively.  Comprehensive income for the nine months ended March 31,2004 and 2003 was $4,344,000 and $2,549,000, respectively. Other comprehensiveincome includes foreign currency translation adjustments recorded directly inshareholders’ equity.

 
| **Balance Sheet Components**              |   |       | **Mar. 31,  2004** |       | **June 30,  2003** |        |
|-------------------------------------------|--------|------------|--------------------|------------|-------------------------|-------------|
|                                      |   |       |               |       |                    |
| Inventories, lower of FIFO Cost or Market |   |       |               |       |                    |
| Raw materials                             |   | $          | 26,664,000         |       | $                       | 23,374,000  |   |
| Work in process                           |   | 817,000    |               | 430,000    |                    |
| Finished goods                            |   | 4,494,000  |               | 4,747,000  |                    |
|                                      |   | $          | 31,975,000         |       | $                       | 28,551,000  |   |
|                                      |   |       |               |       |                    |
| Shareholders’ Equity                 |   |       |               |       |                    |
| Common stock                              |   | $          | 4,765,000          |       | $                       | 4,765,000   |   |
| Paid-in capital                           |   | 4,123,000  |               | 4,123,000  |                    |
| Retained earnings                         |   | 99,840,000 |               | 99,576,000 |                    |
| Accumulated other comprehensive income    |   | 1,332,000  |               | 1,072,000  |                    |
|                                      |   | $          | 110,060,000        |       | $                       | 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  March 31,** |     | **Nine  Months Ended  March 31,** |     |
|--------------------|--------|----------|-----------------------------------------|----------|----------------------------------------|----------|
|               |   | **2004** |                                    | **2003** |                                   | **2004** |   | **2003** |   |
|               |   |     |                                    |     |                                   |     |   |   |   |
| Commercial         |   | $        | 23,817                                  |     | $                                      | 24,487   |   | $ | 71,984 |   | $ | 74,359 |   |
| Residential        |   | 15,403   |                                    | 13,370   |                                   | 47,561   |   | 38,795 |   |
| Aluminum Extrusion |   | 22,259   |                                    | 19,632   |                                   | 70,524   |   | 62,073 |   |
| Total Segments     |   | 61,479   |                                    | 57,489   |                                   | 190,069  |   | 175,227 |   |
| Eliminations       |   | (11,415  | )                                       | (9,841   | )                                      | (36,351  | ) | (32,651 | ) |
| Total              |   | $        | 50,064                                  |     | $                                      | 47,648   |   | $ | 153,718 |   | $ | 142,576 |   |

 
| **Operating Income (Loss):** |   |     | **Three  Months Ended  March 31,** |     | **Nine  Months Ended  March 31,** |     |
|------------------------------|--------|----------|-----------------------------------------|----------|----------------------------------------|----------|
|                         |   | **2004** |                                    | **2003** |                                   | **2004** |   | **2003** |   |
|                         |   |     |                                    |     |                                   |     |   |   |   |
| Commercial                   |   | $        | 1,231                                   |     | $                                      | 1,675    |   | $ | 4,775 |   | $ | 5,311 |   |
| Residential                  |   | 2,336    |                                    | 2,133    |                                   | 7,998    |   | 5,357 |   |
| Aluminum Extrusion           |   | (290     | )                                       | (317     | )                                      | 471      |   | 58 |   |
| Total Segments               |   | 3,277    |                                    | 3,491    |                                   | 13,244   |   | 10,726 |   |
| Eliminations                 |   | 308      |                                    | 284      |                                   | (46      | ) | (335 | ) |
| Corporate                    |   | (2,179   | )                                       | (1,968   | )                                      | (6,643   | ) | (5,788 | ) |
| Total                        |   | $        | 1,406                                   |     | $                                      | 1,807    |   | $ | 6,555 |   | $ | 4,603 |   |

 
| **Total Assets:**  |   |    | **Mar. 31,  2004** |    | **June 30,  2003** |    |
|--------------------|--------|---------|--------------------|---------|-------------------------|---------|
|               |   |    |               |    |                    |
| Commercial         |   | $       | 59,704             |    | $                       | 59,397  |   |
| Residential        |   | 25,704  |               | 25,135  |                    |
| Aluminum Extrusion |   | 35,669  |               | 36,016  |                    |
| Total Segments     |   | 121,077 |               | 120,548 |                    |
| Corporate          |   | 16,214  |               | 12,695  |                    |
| Total              |   | $       | 137,291            |    | $                       | 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 door subsidiary,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 netrealizable value and reported International Window-Colorado’s results asdiscontinued operations.  Due primarilyto favorable results experienced in selling a portion of InternationalWindow-Colorado’s equipment and inventory and collection of accounts receivablebalances, the Company recognized a net gain in fiscal year 2004 which has alsobeen classified as discontinued operations. The Company does not anticipate any further activity with respectto International Window-Colorado in the future.

 

Item 2.             Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.

 

Resultsof Operations

 

Net sales increased by $2,416,000 or 5.1% forthe quarter ended March 31, 2004 and by $11,142,000 or 7.8% for the ninemonths then ended when compared with the respective prior year periods.  Sales of the Residential Products Groupincreased by $1,950,000 or 14.6% for the quarter and $8,607,000 or 22.3% forthe nine months compared to the same periods last year.  Low interest rates and increased consumerconfidence continue to stimulate new home construction, resales of existinghomes and home improvement spending.  Inaddition, sales at our South Gate, California facility continue to improve dueto increased customer confidence in product quality and customer service thathad suffered during the prolonged strike in fiscal 2002.  New product development and new marketingand advertising programs have also contributed to the increase.  Sales of the Aluminum Extrusion Groupincreased by $1,223,000 or 12.3% for the quarter and $5,119,000 or 17.0% forthe nine months compared to the same periods last year. Net tonnage shippedincreased by 8.3% for the quarter and 13.6% year to date when compared to thesame periods last year.  The ExtrusionGroup continues to benefit from expanded geographic market penetration,particularly the area served by our Texas facility.  Still subject to a highly competitive market, the Group increasedsales prices this quarter commensurate with the increased cost of aluminum.Partially offsetting these increases are decreases by the Commercial ProductsGroup, wherein sales for the current quarter decreased by $757,000 or 3.1% and$2,584,000 or 3.5% for the nine months compared to the same periods last year.Although some geographic market areas experienced gains during the currentquarter, the year to date decrease is reflective of the continuing softcommercial construction market coupled with increased competitive conditions.Increases from sales of newly developed product lines have somewhat offset theoverall declines for this Group.

 

8

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Cost of sales as a percentage of net sales was 81.1% for the quarterended March 31, 2004 as opposed to 80.9% for the same period last year andfor the nine-month period was 79.8% compared to 81.9% for the same period lastyear.  Although cost of salespercentages for all Groups was relatively flat for the current three-monthperiod compared to last year, all Groups achieved reductions, to varyingdegrees, in their cost percentages during the current nine-month periodcompared to last year.  The ResidentialProducts Group experienced decreased material, labor and overhead costpercentages compared to the prior year reflecting production efficienciesattained from additional automation and the substantially higher salesvolume.  The Commercial Products Groupachieved somewhat lower cost percentages as compared to last year mainly due tothe prior year having unusually high material costs for some major projects atthe U.S. Aluminum-Texas facility.  Laborand overhead cost percentages were relatively unchanged, as cost containmentefforts have offset the effect of spreading these costs over diminished salesin a highly competitive marketplace.  Whileabsorbing higher material costs compared to last year, the Aluminum ExtrusionGroup incurred decreased labor and overhead cost percentages due to productionefficiencies resulting from the higher tonnage output.

 

Selling, general and administrative expenses as a percentage of netsales were 16.1% for the quarter ended March 31, 2004 as opposed to 15.3%for the same period last year and were 15.9% for the nine-month period comparedto 14.9% for the same period last year. A portion of the increase during the year reflects increased employment,sales representation and promotional costs. During fiscal 2003, income relating to retrospective workers’compensation policies totaled $183,000 and $900,000 for the three andnine-month periods, respectively, compared to income of $124,000 and additionalexpense of $10,000 for the comparable periods of the current year.

 

The effective tax rate for the nine months ended March 31, 2004was 39.9% whereas the comparable period of the prior year was 37.3%.  The lower prior year rate reflects benefitsavailable for foreign losses.

 

Liquidity and Capital Resources

 

Workingcapital at March 31, 2004 stood at $65,197,000, an increase of $2,268,000from June 30, 2003.  The ratio ofcurrent assets to current liabilities is currently 4.1 as compared to 4.6 as ofthe 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.

 

Item 3.             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.

 

Item 4.             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 6.             Exhibits and Reports on Form 8-K.

 

(a)           Exhibits:

 

31.1             Certification of the Chief Executive Officerpursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2             Certification of the Chief Financial Officerpursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1             Certification of the Chief Executive Officerpursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002

 

32.2             Certification of the Chief Financial Officerpursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002

 

(b)               Reports on Form 8-K:

 
| **Date of Report**      |   | **Item  Reported**                                                                                                                                                                |
|-------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |   |                                                                                                                                                                              |
| February 12,  2004 |   | Press  release issued announcing the Company’s second quarter fiscal year 2004  earnings results.                                                                            |
|                    |   |                                                                                                                                                                              |
| February 18,  2004 |   | Press  release issued announcing the retention of The Seidler Companies Inc.,  Investment Bankers, as its financial advisors to assist in efforts to  maximize shareholder value. |

 

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:  | May 12, 2004 |                                 |   | MITCHELL K. FOGELMAN |
|   |         | Mitchell K. Fogelman                 |
|   |         | Senior Vice President – Finance |
|   |         | (Principal Financial Officer)        |
|   |         |                                 |
|   |         |                                 |
| Date:  | May 12, 2004 |                                 |   | MICHAEL J. NORRING |
|   |         | Michael J. Norring                   |
|   |         | Controller                           |
|   |         | (Principal Accounting Officer)       |

 

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