# **SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

 

 

 

**FORM10-Q**

 

 

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

 

**  ****                                                                                      ****For quarter endedSeptember 30, 2004**

 

**OR**

 

**o****                                                                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934**

** **

**                       ****For the transitionperiod from ________ to ________**

 

 

**CommissionFile Number 1-7256**

 

 

**INTERNATIONALALUMINUM CORPORATION**

(Exactname of Registrant as specified in its charter)

 

 

 

| **California**            | **95-2385235**                        |
|---------------------------|---------------------------------------|
| (State  of incorporation) | (I.R.S.  Employer Identification No.) |

 

 

**767Monterey Pass Road**

**MontereyPark, California 91754**

**(323)264-1670**

(Principalexecutive office)

 

 

 

 

Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 of the Securities Exchange Act of 1934during the preceding 12 months and (2) has been subject to such filingrequirements for the past 90 days.  Yes  ý No o

 

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

 

At November 3, 2004 there were 4,244,794 shares of Common Stockoutstanding.

 

 

----

 

INTERNATIONAL ALUMINUMCORPORATION

AND SUBSIDIARIES

 

INDEX

 

 
|                                                                                                           | Page   |
|----------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                           |   |
| PART I. Financial  Information                                                                                 |   |
|                                                                                                           |   |
| Item 1. Financial  Statements.                                                                                 |   |
|                                                                                                           |   |
| Condensed Consolidated  Balance Sheets - September 30,  2004 and June 30, 2004 (unaudited)                | 3      |
|                                                                                                           |   |
| Condensed  Consolidated Statements of Income -three months ended September 30, 2004 and  2003 (unaudited)      | 4      |
|                                                                                                           |   |
| Condensed  Consolidated Statements of Cash Flows - three months ended September 30, 2004  and 2003 (unaudited) | 5      |
|                                                                                                           |   |
| Notes  to Condensed Consolidated Financial Statements (unaudited)                                              | 6      |
|                                                                                                           |   |
| Item  2. Management’s Discussion and Analysis of Financial Condition and Results of  Operations           | 9      |
|                                                                                                           |   |
| Item  3. Quantitative and Qualitative Disclosures About Market Risk                                            | 11     |
|                                                                                                           |   |
| Item 4. Controls and  Procedures                                                                               | 11     |
|                                                                                                           |   |
| PART II. Other Information                                                                                     |   |
|                                                                                                           |   |
| Item 6.  Exhibits.                                                                                             | 12     |
|                                                                                                           |   |
| Signatures                                                                                                     | 13     |

 

 

2

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PART I — FINANCIALINFORMATION

Unaudited

Item 1. Financial Statements.

 

InternationalAluminum Corporation

and Subsidiaries

 

CondensedConsolidated Balance Sheets

 
| ** **                                | ** ** | **Sept. 30, 2004** | ** **  | **June 30, 2004** | ** ** |
|-------------------------------------------|------------|------------------------------|-------------|-------------------|------------|
| Assets                                    |       |                         |        |              |       |
|                                      |       |                         |        |              |       |
| Current assets:                           |       |                         |        |              |       |
| Cash and cash equivalents                 |       | $                            | 16,019,000  |              | $          | 15,964,000 |   |
| Accounts receivable, net                  |       | 39,937,000                   |        | 39,030,000        |       |
| Inventories                               |       | 34,672,000                   |        | 32,286,000        |       |
| Prepaid expenses and deposits             |       | 2,057,000                    |        | 1,864,000         |       |
| Deferred income taxes                     |       | 2,767,000                    |        | 2,767,000         |       |
|                                      |       |                         |        |              |       |
| Total current assets                      |       | 95,452,000                   |        | 91,911,000        |       |
|                                      |       |                         |        |              |       |
| Property, plant and equipment, at cost    |       | 122,706,000                  |        | 121,828,000       |       |
| Accumulated depreciation                  |       | (74,800,000                  | )           | (73,227,000       | )          |
|                                      |       |                         |        |              |       |
| Net property, plant and equipment         |       | 47,906,000                   |        | 48,601,000        |       |
|                                      |       |                         |        |              |       |
| Other assets:                             |       |                         |        |              |       |
| Goodwill                                  |       | 632,000                      |        | 609,000           |       |
| Other                                     |       | 976,000                      |        | 761,000           |       |
|                                      |       |                         |        |              |       |
| Total other assets                        |       | 1,608,000                    |        | 1,370,000         |       |
|                                      |       | $                            | 144,966,000 |              | $          | 141,882,000 |   |
|                                      |       |                         |        |              |       |
| Liabilities and Shareholders’ Equity |       |                         |        |              |       |
|                                      |       |                         |        |              |       |
| Current liabilities:                      |       |                         |        |              |       |
| Accounts payable                          |       | $                            | 11,503,000  |              | $          | 10,858,000 |   |
| Accrued liabilities                       |       | 11,285,000                   |        | 11,903,000        |       |
| Advances payable to banks                 |       | —                       |        | 202,000           |       |
| Income taxes payable                      |       | 2,025,000                    |        | 1,088,000         |       |
|                                      |       |                         |        |              |       |
| Total current liabilities                 |       | 24,813,000                   |        | 24,051,000        |       |
|                                      |       |                         |        |              |       |
| Deferred income taxes                     |       | 6,625,000                    |        | 6,625,000         |       |
|                                      |       |                         |        |              |       |
| Total liabilities                         |       | 31,438,000                   |        | 30,676,000        |       |
|                                      |       |                         |        |              |       |
| Shareholders’ equity                 |       | 113,528,000                  |        | 111,206,000       |       |
|                                      |       |                         |        |              |       |
|                                      |       | $                            | 144,966,000 |              | $          | 141,882,000 |   |
|                                           |            |                              |             |                   |            |  |  |  |  |  |

 

See accompanying notes to condensed consolidated financial statements.

 

 

3

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Unaudited

 

InternationalAluminum Corporation

and Subsidiaries

 

 

CondensedConsolidated Statements of Income

 
| ** **                                            | ** ** | **Three Months Ended   September 30,** | ** ** |
|-------------------------------------------------------|------------|----------------------------------------|------------|
| ** **                                            | ** ** | **2004**                               | ** ** | **2003** | ** ** |
| Net sales                                             |       | $                                      | 60,727,000 |   | $ | 52,956,000 |   |
| Cost of sales                                         |       | 46,763,000                             |       | 42,398,000 |   |
| Gross profit                                          |       | 13,964,000                             |       | 10,558,000 |   |
| Selling, general and administrative expenses          |       | 8,986,000                              |       | 7,955,000 |   |
| Income from operations                                |       | 4,978,000                              |       | 2,603,000 |   |
| Interest (income) expense, net                        |       | (6,000                                 | )          | 4,000 |   |
| Income from continuing operations before income taxes |       | 4,984,000                              |       | 2,599,000 |   |
| Provision for income taxes                            |       | 1,950,000                              |       | 1,061,000 |   |
| Income from continuing operations                     |       | 3,034,000                              |       | 1,538,000 |   |
| Income from discontinued operations                   |       | —                                 |       | 41,000 |   |
| Net income                                            |       | $                                      | 3,034,000  |   | $ | 1,579,000 |   |
|                                                  |       |                                   |       |   |   |
| Earnings per share — Basic and Diluted:          |       |                                   |       |   |   |
| Continuing operations                                 |       | $                                      | .71        |   | $ | .36 |   |
| Discontinued operations                               |       | —                                 |       | .01 |   |
| Total                                                 |       | $                                      | .71        |   | $ | .37 |   |
|                                                  |       |                                   |       |   |   |
| Shares used to compute EPS:                           |       |                                   |       |   |   |
| Basic                                                 |       | 4,244,794                              |       | 4,244,794 |   |
| Diluted                                               |       | 4,247,953                              |       | 4,244,794 |   |
|                                                  |       |                                   |       |   |   |
| Cash dividends per share                              |       | $                                      | .30        |   | $ | .30 |   |
|                                                       |            |                                        |            |  |  |  |  |  |

 

 

See accompanying notes to condensed consolidated financial statements.

 

4

----

 

Unaudited

 

InternationalAluminum Corporation

and Subsidiaries

 

CondensedConsolidated Statements of Cash Flows

 
| ** **                                       | ** ** | **Three Months Ended   September  30,** | ** ** |
|--------------------------------------------------|------------|----------------------------------------------|------------|
| ** **                                       | ** ** | ** **                                   |
|                                             |       | **2004**                                     | ** ** | **2003** |   |
| Cash flows from operating activities:            |       |                                         |       |   |   |
| Net income                                       |       | $                                            | 3,034,000  |   | $ | 1,579,000 |   |
| Adjustments for noncash transactions:            |       |                                         |       |   |   |
| Depreciation and amortization                    |       | 1,594,000                                    |       | 1,654,000 |   |
| Changes in assets and liabilities:               |       |                                         |       |   |   |
| Accounts receivable                              |       | (725,000                                     | )          | 1,047,000 |   |
| Inventories                                      |       | (2,274,000                                   | )          | (1,769,000 | ) |
| Prepaid expenses and other                       |       | (398,000                                     | )          | (184,000 | ) |
| Accounts payable                                 |       | 485,000                                      |       | 3,844,000 |   |
| Accrued liabilities                              |       | (630,000                                     | )          | 713,000 |   |
| Income taxes payable                             |       | 984,000                                      |       | 743,000 |   |
|                                             |       |                                         |       |   |   |
| Net cash provided by operating activities        |       | 2,070,000                                    |       | 7,627,000 |   |
|                                             |       |                                         |       |   |   |
| Cash flows from investing activities:            |       |                                         |       |   |   |
| Capital expenditures                             |       | (593,000                                     | )          | (585,000 | ) |
| Proceeds from sales of capital assets            |       | 42,000                                       |       | 85,000 |   |
|                                             |       |                                         |       |   |   |
| Net cash used in investing activities            |       | (551,000                                     | )          | (500,000 | ) |
|                                             |       |                                         |       |   |   |
| Cash flows from financing activities:            |       |                                         |       |   |   |
| Dividends paid to shareholders                   |       | (1,273,000                                   | )          | (1,273,000 | ) |
| Net repayments under lines of credit             |       | (213,000                                     | )          | (326,000 | ) |
|                                             |       |                                         |       |   |   |
| Net cash used in financing activities            |       | (1,486,000                                   | )          | (1,599,000 | ) |
|                                             |       |                                         |       |   |   |
| Effect of exchange rate changes                  |       | 22,000                                       |       | (1,000 | ) |
|                                             |       |                                         |       |   |   |
| Net change in cash and cash equivalents          |       | 55,000                                       |       | 5,527,000 |   |
|                                             |       |                                         |       |   |   |
| Cash and cash equivalents at beginning of period |       | 15,964,000                                   |       | 12,570,000 |   |
|                                             |       |                                         |       |   |   |
| Cash and cash equivalents at end of period       |       | $                                            | 16,019,000 |   | $ | 18,097,000 |   |

 

See accompanying notes to condensed consolidated financial statements.

 

 

5

----

 

Unaudited

 

 

InternationalAluminum Corporation

and Subsidiaries

 

Notes To CondensedConsolidated Financial Statements

 

 

Basis of Presentation

 

    In the opinion of management,the accompanying unaudited consolidated financial statements contain alladjustments (which consist solely of normal recurring adjustments unlessotherwise disclosed) necessary to present fairly, in all material respects, itsfinancial position as of September 30, 2004 and June 30, 2004, and theresults of operations and the cash flows for the three-month periods endedSeptember 30, 2004 and 2003.  The resultsof operations for the three-month period ended September 30, 2004 are notnecessarily indicative of the results to be expected for the full year.

 

    The financial statementsincluded herein have been prepared by the Company pursuant to the rules andregulations 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. These financial statements should be read inconjunction with the financial statements and the notes thereto included in theCompany’s latest annual report on Form 10-K.

 

 

Comprehensive Income

 

    Comprehensive income, definedas net income and other comprehensive income, for the quarters ended September30, 2004 and 2003 were $3,595,000 and $1,561,000, respectively.  Other comprehensive income includes foreigncurrency translation adjustments recorded directly in shareholders’ equity.

 

 
| **Balance Sheet Components**              | ** ** | **Sept. 30, 2004** | ** **  | **June 30, 2004** | ** ** |
|-------------------------------------------|------------|--------------------|-------------|-------------------|------------|
| ** **                                | ** ** | ** **         | ** **  | ** **        | ** ** |
| Inventories, lower of FIFO Cost or Market |       |               |        |              |       |
| Raw materials                             |       | $                  | 28,826,000  |              | $          | 26,790,000 |   |
| Work in process                           |       | 395,000            |        | 553,000           |       |
| Finished goods                            |       | 5,451,000          |        | 4,943,000         |       |
|                                      |       | $                  | 34,672,000  |              | $          | 32,286,000 |   |
| Shareholders’ Equity                 |       |               |        |              |       |
| Common stock                              |       | $                  | 4,765,000   |              | $          | 4,765,000 |   |
| Paid-in capital                           |       | 4,123,000          |        | 4,123,000         |       |
| Retained earnings                         |       | 102,901,000        |        | 101,140,000       |       |
| Accumulated other comprehensive income    |       | 1,739,000          |        | 1,178,000         |       |
|                                      |       | $                  | 113,528,000 |              | $          | 111,206,000 |   |
|                                           |            |                    |             |                   |            |  |  |  |  |

 

 

6

----

 

Unaudited

 

Earnings Per Share

 

   Basic earnings per share is computed by dividing net income by theweighted average number of shares of common stock outstanding.  Diluted earnings per share is computed bydividing net income by the weighted-average common and potentially dilutivecommon equivalent shares outstanding determined as follows:

 
| ** **                                                     | ** ** | **Three Months Ended  September 30,** | ** ** |
|----------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                     | ** ** | ** **                            |
|                                                           |       | **2004**                              | ** ** | **2003** |   |
| Weighted-average shares outstanding used to compute basic EPS  |       | 4,244,794                             |       | 4,244,794 |   |
| Incremental shares issuable upon the exercise of stock options |       | 3,159                                 |       | — |   |
| Shares used to compute diluted EPS                             |       | 4,247,953                             |       | 4,244,794 |   |
|                                                                |            |                                       |            |  |  |  |

 

   Incremental shares issuable upon the assumed exercise of outstandingstock options are computed using the average market price during the relatedperiod.

 

 

Stock Based Compensation

 

   The Company granted stock options for the purchase of common stock tocertain executive and managerial employees under the Company’s 1991 StockOption Plan, whose expired granting authority has been transferred to thesuccessor plan, the 2001 Stock Option Plan. Options have an exercise price equal to the market price of the stock onthe date of grant, a term of ten years and generally become exercisable over afive-year period.  The Company appliesAccounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issuedto Employees”, and related Interpretations in accounting for the plan.  Under APB No. 25, compensation cost, ifany, is recognized over the respective vesting period based on the difference,if any, on the date of grant, between the fair value of the Company’s commonstock and the exercise price.  Alloptions issued have an exercise price equal to the fair value on the date ofgrant.  Accordingly, no compensation costhas been recognized for those stock options. On December 31, 2002, the FASB issued SFAS No. 148, “Accountingfor Stock-Based Compensation — Transition and Disclosure”, which amends SFASNo. 123, “Accounting for Stock-Based Compensation”.  SFAS No. 148’s transition guidance andprovisions for disclosures are effective for fiscal years ending afterDecember 15, 2002.  The Company didnot adopt fair value accounting for employee stock options under SFASNo. 123 and SFAS No. 148. There would have been no material change in reported net income andearnings per share had compensation cost been determined based on the fairvalue at the grant dates as prescribed by SFAS 123.

 

 

7

----

 

Unaudited

 

Segment Information

 

    The following presents theCompany’s net sales, operating income and total assets by operating segment,reconciling to the Company’s totals.  Alldata presented in thousands of dollars.

 
| **Net Sales:**     | ** ** | **Three Months Ended  September 30,** | ** ** |
|--------------------|------------|---------------------------------------|------------|
| ** **         | ** ** | ** **                            |
|               |       | **2004**                              | ** ** | **2003** |   |
|               |       |                                  |       |   |   |
| Commercial         |       | $                                     | 30,209     |   | $ | 23,820 |   |
| Residential        |       | 18,564                                |       | 16,070 |   |
| Aluminum Extrusion |       | 27,042                                |       | 24,893 |   |
| Total Segments     |       | 75,815                                |       | 64,783 |   |
| Eliminations       |       | (15,088                               | )          | (11,827 | ) |
| Total              |       | $                                     | 60,727     |   | $ | 52,956 |   |

 

 

 
| **Operating Income:** | ** ** | **Three Months Ended  September 30,** | ** ** |
|-----------------------|------------|---------------------------------------|------------|
| ** **            | ** ** | ** **                            |
|                  |       | **2004**                              | ** ** | **2003** |   |
|                  |       |                                  |       |   |   |
| Commercial            |       | $                                     | 3,627      |   | $ | 1,587 |   |
| Residential           |       | 3,102                                 |       | 2,873 |   |
| Aluminum Extrusion    |       | 330                                   |       | 857 |   |
| Total Segments        |       | 7,059                                 |       | 5,317 |   |
| Eliminations          |       | 135                                   |       | (491 | ) |
| Corporate             |       | (2,216                                | )          | (2,223 | ) |
| Total                 |       | $                                     | 4,978      |   | $ | 2,603 |   |

 

 

 
| **Total Assets:**  | ** ** | **Sept. 30,  2004** | ** ** | **June 30,  2004** | ** ** |
|--------------------|------------|---------------------|------------|--------------------|------------|
| ** **         | ** ** | ** **          | ** ** |
|               |       |                |       |               |       |
| Commercial         |       | $                   | 64,294     |               | $          | 60,922 |   |
| Residential        |       | 26,201              |       | 27,105             |       |
| Aluminum Extrusion |       | 37,972              |       | 38,130             |       |
| Total Segments     |       | 128,467             |       | 126,157            |       |
| Corporate          |       | 16,499              |       | 15,725             |       |
| Total              |       | $                   | 144,966    |               | $          | 141,882 |   |
|                    |            |                     |            |                    |            |  |  |  |

 

 

8

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Unaudited

 

 

## Discontinued Operations

 

   During the fourth quarter of fiscal year 2003, the Company announced theclosure 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 was alsoclassified as discontinued operations.  The Company does not anticipate anyfurther activity with respect to InternationalWindow-Colorado inthe future.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Resultsof Operations.

 

 

Results of Operations

 

 

   Net sales for the first quarter ended September 30, 2004 increased by$7,771,000 or 14.7% from the comparable quarter of the prior year.  Sales of the Commercial Products Groupincreased by $6,376,000 or 27.0%.  Thisgain reflects increased commercial construction activity together withincreased sales prices and expanded geographic market penetration.  Sales of the Residential Products Groupincreased by $2,502,000 or 15.7%.  Lowinterest rates and prolonged consumer confidence continue to stimulate new homeconstruction, resales of existing homes and home improvement spending.  New product development and aggressivepromotional programs have also contributed to the increase.  Sales of the Aluminum Extrusion Groupdecreased by $1,107,000 or 8.3% when compared to last year.  Increases in selling prices were more thanoffset by a 16.9% decrease in net tonnage shipped, particularly in the areaserved by our Texas facility.  Acombination of factors were responsible for these decreased shipments.  Severe weather conditions in the Southeastand Gulf states regions impacted delivery efforts at our Texas facility, asmany customers opted to either delay or cancel orders. Additionally, excessiveproduction equipment downtime hampered our ability to produce and shipproduct.  Reflecting the continued strongpressure on pricing, sales at our California facility decreased mainly as aresult of some high volume customers switching to lower cost offshoresuppliers.  Efforts are being made toreplace the lost volume with new business.

 

 

9

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Unaudited

 

 

   Cost of sales as a percentage of net sales was 77.0% for the quarterended September 30, 2004 as compared to 80.1% for the same period lastyear.  This decrease is attributable toseveral factors.  The Commercial andResidential Products Groups achieved comparable or lower material, labor andoverhead cost percentages as compared to last year mainly due to volumeefficiencies as a result of the aforementioned sales increases.  Partially offsetting these gains wereincreased cost percentages in the Aluminum Extrusion Group, most notably at ourCalifornia facility.  Due to the highlycompetitive marketplace, selling prices were increased directly in line withthe increased cost of aluminum, resulting in increased material cost percentageand decreased labor and overhead cost percentages.  The improvement in the labor and overheadcost percentages were offset somewhat by decreased production efficienciesresulting from the lower volume.

 

 

   Selling, general and administrative expenses increased by $1,031,000from the prior year, although as a percentage of net sales decreased to 14.8%as compared to 15.0% last year.  Aportion of the increase, $368,000, reflects additional employment, salesrepresentation and promotional costs related to the increase in sales. Inaddition, expense relating to retrospective workers’ compensation and generalliability policies totaled $424,000 compared to income of $3,000 for the sameperiod last year.  Included also in theprior year was a one-time energy rebate of $101,000 that served to partiallyoffset overall expenses.

 

 

    Theswing from net interest expense in the prior year quarter to net interestincome in the current quarter resulted primarily from increased funds availablefor investment as well as from lower utilization of our foreign lines ofcredit.

 

 

    Theeffective tax rate for the three months ended September 30, 2004 was 39.1% ascompared to 40.8% in the comparable period of the prior year.

 

 

#### Liquidityand Capital Resources

 

    Working capital at September30, 2004 stood at $70,639,000, an increase of $2,779,000 from June 30,2004.  The ratio of current assets tocurrent liabilities was 3.8, which was unchanged from the beginning of theyear.

 

 

    The Company’s projected netcapital expenditures for fiscal 2005 and related financing remain unchangedfrom those described in the June 30, 2004 Annual Report to Shareholders.  The Company’s lines of credit also remainunchanged from those described in the June 30, 2004 Annual Report toShareholders.

 

 

Recent Accounting Pronouncements

 

    Current and pendingaccounting pronouncements are not expected to have a significant impact on theCompany’s results of operations or financial position.

 

 

10

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Unaudited

 

Forward-Looking Information

 

   This report contains forward-looking statements with respect to thefinancial condition, 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. The principal important risk factors anduncertainties include, but are not limited to, changes in general economicconditions, material prices, labor costs, interest rates, and other adversechanges in general economic conditions, consumer confidence, competition,currency exchange rates as they affect our Canadian operations, environmentalfactors, unanticipated legal proceedings, and conditions in the commercial andresidential construction markets. Readers are cautioned not to place undue reliance on theseforward-looking statements, which speak only as of the date the statements weremade. The Company undertakes no obligation to publicly update or revise anyforward-looking statements, whether as a result of new information, futureevents or otherwise.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

 

Item 4. Controls and Procedures.

 

    The Company maintains disclosure controlsand procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) thatare designed to ensure that information required to be disclosed in the Company’sExchange Act reports is recorded, processed, summarized and reported within thetime periods specified in the Securities and Exchange Commission’s rules andforms, and that such information is accumulated and communicated to the Company’smanagement, including its Chief Executive Officer (“CEO”), Chief OperatingOfficer (“COO”) and Chief Financial Officer (“CFO”), as appropriate, to allowtimely decisions regarding the required disclosure.

 

    In designing and evaluating the disclosurecontrols and procedures, management recognizes that any controls andprocedures, no matter how well designed and operated, can provide onlyreasonable assurance of achieving the desired control objectives, andmanagement necessarily is required to apply its judgment in evaluating thecost-benefit relationship of possible controls and procedures.

 

    As of the end of the periodcovered by this report, we have evaluated the effectiveness of the design andoperation of our disclosure controls and procedures under the supervision andwith the participation of our CEO, COO and CFO. Based on this evaluation, our management, including the CEO, COO andCFO, concluded that our disclosure controls and procedures were effective incausing material company information to be recorded, processed, summarized andreported to our management on a timely basis to insure that the quality andtimeliness of the Company’s public disclosures complies with its Securities andExchange Commission disclosure obligations.

 

    There have been nosignificant changes in our internal controls or in other factors that couldsignificantly affect internal control subsequent to the evaluation.

 

 

11

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PART II - OTHER INFORMATION

 

 

 

Item 6.  Exhibits.

 

(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 Operating Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                     |
|   |   |                                                                                                                                                        |
| 31.3   |   | 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 Operating Officer  pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002 |
|   |   |                                                                                                                                                        |
| 32.3   |   | 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                                                                                                                                                               |
|-----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                                                        |
| August 23, 2004 |   | Press release issued announcing the Company’s  financial results for the fourth quarter and fiscal year ended June 30, 2004,  dividend declaration and other comments. |
|            |   |                                                                                                                                                                        |

 

 

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SIGNATURES

 

 

 

    Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized.

 

 
|   |             |   | International Aluminum  Corporation   |
|--------|------------------|--------|---------------------------------------|
|   |             |   | (Registrant)                          |
|   |             |   |                                  |
| Date:  | November 9, 2004 |   | /s/ MITCHELL K.  FOGELMAN             |
|   |             |   | Mitchell K. Fogelman                  |
|   |             |   | Senior Vice President —  Finance |
|   |             |   | (Principal Financial  Officer)        |
|   |             |   |                                  |
| Date:  | November 9, 2004 |   | /s/ MICHAEL J. NORRING                |
|   |             |   | Michael J. Norring                    |
|   |             |   | Controller                            |
|   |             |   | (Principal Accounting  Officer)       |

 

 

 

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