SECURITIES AND EXCHANGE COMMISSION





FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934





|For quarter ended December 31, 2000 |  | Commission File Number 1-7256
|----------------------------------- |  | -----------------------------



INTERNATIONAL ALUMINUM CORPORATION





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



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







Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes XNo

At February 1, 2001 there were 4,244,794 shares of Common Stock outstanding.





















Page 1 of 10 Pages



---













INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

INDEX







|                              | Page
|----------------------------- | ----
|PART I. Financial Information |     

|Consolidated Balance Sheets
December 31, 2000 and June 30, 2000 | 3
|--------------------------------------------------------------- | -

|Consolidated Statements of Income -
three and six month periods ended 
December 31, 2000 and 1999 | 4
|------------------------------------------------------------------------------------------------- | -

|Consolidated Statements of Cash Flows -
six months ended December 31, 2000 and 1999   | 5
|------------------------------------------------------------------------------------- | -
|Notes to Consolidated Financial Statements                                            | 6
|Management's Discussion and Analysis of
Financial Condition and Results of Operations | 8



|PART II. Other Information                                     |   
|-------------------------------------------------------------- | --
|                                                               |   
|Item 4(c). Submission of Matters to a Vote of
Security Holders | 9 
|Signatures                                                     | 10

































-2 -





---

PART I

INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



|Assets                                                                                                                                  |   | UnauditedDec. 31, 2000                             |  |   | AuditedJune 30, 2000                              
|--------------------------------------------------------------------------------------------------------------------------------------- | - | -------------------------------------------------- |  | - | --------------------------------------------------
|                                                                                                                                        |  
|Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories
Prepaid expenses and deposits
Future income tax benefits | $ | 6,162,000
35,876,000
39,050,000
3,414,0001,113,000 |  | $ | 1,678,000
39,971,000
43,384,000
3,114,0001,113,000
|Total current assets                                                                                                                    |   | 85,615,000                                         |  |   | 89,260,000                                        
|Property, plant and equipment, at cost
Accumulated depreciation                                                                         |   | 110,198,000(58,221,000)                            |  |   | 111,149,000(55,455,000)                           
|Net property, plant and equipment                                                                                                       |   | 51,977,000                                         |  |   | 55,694,000                                        
|Other assets:
Costs in excess of net assets of
purchased businesses
Other                                                               |   | 9,248,000135,000                                   |  |   | 9,533,00098,000                                   
|Total other assets                                                                                                                      |   | 9,383,000                                          |  |   | 9,631,000                                         
|                                                                                                                                        | $ | 146,975,000                                        |  | $ | 154,585,000                                       
|Liabilities and Shareholders' Equity                                                                                                    |   |                                                    |  |   |                                                   
|Current liabilities:
Accounts payable
Accrued liabilities
Advances payable to banks
Income taxes payable                                | $ | 8,599,000
8,807,000
--                             |  | $ | 6,503,000
9,452,000
9,470,000249,000              
|Total current liabilities                                                                                                               |   | 17,406,000                                         |  |   | 25,674,000                                        
|Deferred income taxes                                                                                                                   |   | 4,585,000                                          |  |   | 4,585,000                                         
|Total liabilities                                                                                                                       |   | 21,991,000                                         |  |   | 30,259,000                                        
|Shareholders' equity                                                                                                                    |   | 124,984,000                                        |  |   | 124,326,000                                       
|                                                                                                                                        | $ | 146,975,000                                        |  | $ | 154,585,000                                       





See accompanying notes to consolidated financial statements.



-3-





---



Unaudited

INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

|                                                                                                                                                                                                                                                                                                                                                          |   | Three Months Ended
December 31,                                                           |   | Six Months Ended
December 31,                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                          
|                                                                                                                                                                                                                                                                                                                                                          |   | 2000                                                                                      |   | 1999                                                                                                  
|Net sales
Cost of sales
Gross profit
Selling, gen. and admin. expenses
Income (loss) from operations
Interest (income) expense , net
Income (loss) from continuing 
operations before income taxes
Provision for income taxes
Income (loss) from continuing 
operations
Loss from discontinued operations
Gain on disposition of 
discontinued operations | $ | 52,481,00037,826,00014,655,00011,897,0002,758,000(15,000)
2,773,0001,040,000
1,733,000
-- | $ | 51,129,00038,601,00012,528,00013,580,000(1,052,000)9,000
(1,061,00)(389,000)
(672,000)
(53,000)377,000
|Net income (loss)                                                                                                                                                                                                                                                                                                                                         | $ | 1,733,000                                                                                 | $ | (348,000)                                                                                             
|                                                                                                                                                                                                                                                                                                                                                          |   |                                                                                           |   |                                                                                                       
|Basic and diluted EPS:
Continuing operations
Discontinued operations                                                                                                                                                                                                                                                                                      |   | $.41-                                                                                     |   | $(.16).08                                                                                             
|                                                                                                                                                                                                                                                                                                                                                          |   | $.41                                                                                      |   | $(.08)                                                                                                



|Shares used to compute EPS:
Basic
Diluted | 4,244,794
4,244,910 |  | 4,291,794
4,291,794 |  | 4,244,794
4,244,946 |  | 4,291,794
4,291,794
|----------------------------------------- | ------------------- |  | ------------------- |  | ------------------- |  | -------------------
|Cash dividends per share                  | $.30                |  | $.30                |  | $.60                |  | $.60               





|See accompanying notes to consolidated financial statements. | 
|------------------------------------------------------------ | 













-4-





---





Unaudited

INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



| | Six Months EndedDecember 31,
| | ----------------------------
|
| | 2000                        

Cash flows from operating activities:

|Net income
Adjustments for noncash transactions:
Depreciation and amortization 
Gain on disposition of discontinued operations
Gain on disposition of fixed assets 
Changes in assets and liabilities:
Receivables
Inventories
Prepaid expenses and deposits
Accounts payable
Accrued liabilities
Income taxes payable | $ | 3,266,000
3,739,000
-
(390,000)
4,095,000
4,334,000
(337,000)
2,096,000
(645,000)(249,000) |  | $ | 1,624,000
3,612,000
(587,000)
-
496,000
(1,175,000)
71,000
(1,532,000)
(2,033,000)(93,000)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------ |  | - | ------------------------------------------------------------------------------------------
|Net cash provided by operating activities                                                                                                                                                                                                                                                                              |   | 15,909,000                                                                                 |  |   | 383,000                                                                                   

Cash flows from investing activities:

|Capital expenditures
Disposition of businesses$
Proceeds from sales of capital assets |  | (2,561,000)
-3,153,000 |  |  | (5,036,000)
3,921,000120,000
|------------------------------------------------------------------------------------- |  | ---------------------- |  |  | ----------------------------
|Net cash used in investing activities                                                 |  | 592,000                |  |  | (995,000)                   

Cash flows from financing activities:

|Dividends paid to shareholders
Net borrowing under lines of credit |   | (2,547,000)(9,470,000) |  |   | (2,575,000)2,332,000
|------------------------------------------------------------------ | - | ---------------------- |  | - | --------------------
|Net cash used in financing activities                              |   | (12,017,000)           |  |   | (243,000)           
|Net change in cash and cash equivalents                            |   | 4,484,000              |  |   | (855,000)           
|Cash and cash equivalents at beginning
of period                   |   | 1,678,000              |  |   | 2,269,000           
|Cash and cash equivalents at end of period                         | $ | 6,162,000              |  | $ | 1,414,000           





See accompanying notes to consolidated financial statements.









-5-



---



Unaudited



INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which consist solely of normal recurring adjustments unless otherwise disclosed) necessary to present fairly, in
all material respects, its financial position as of December 31, 2000 and June 30, 2000, and the results of operations for the three and six month periods ended December 31, 2000 and 1999 and the cash flows for the six month periods ended December
31, 2000 and 1999. The results of operations for the three and six month periods ended December 31, 2000 and 1999 are not necessarily indicative of the results to be expected for the full year.

The financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is
suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K.

Comprehensive Income

Comprehensive income, defined as net income and other comprehensive income, for the second quarters ended December 31, 2000 and 1999 was $1,746,000 and $(275,000), respectively. Comprehensive income for the six months ended December 31, 2000 and
1999 was $3,205,000 and $1,670,000, respectively. Other comprehensive income includes foreign currency translation adjustments recorded directly in shareholders' equity.

|Balance Sheet Components                                                                                   | Dec. 31, 2000 |                                                      | June 30, 2000
|---------------------------------------------------------------------------------------------------------- | ------------- | ---------------------------------------------------- | -------------
|                                                                                                           |               |                                                      |              
|Inventories, lower of FIFO Cost or Market
Raw materials
Work in process
Finished goods                     | $
$           | 33,038,000
1,754,0004,258,000
39,050,000             |              
|Shareholders' Equity
Common stock
Paid in capital
Retained earnings
Accumulated other comprehensive income | $
$           | 4,765,000
4,123,000
116,197,000(101,000)
124,984,000 |              



-6-



---



Unaudited



Segment Information

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

|Net Sales                                                             |   | Three Months EndedDecember 31,    |  |   | Six Months EndedDecember 31,     
|--------------------------------------------------------------------- | - | --------------------------------- |  | - | ---------------------------------
|                                                                      |   |                                   | 
|                                                                      |   | 2000                              |  |   | 1999                             
|Commercial
Residential
Aluminum Extrusion
Total Segments
Eliminations | $ | 29,205
14,84924,65568,709(16,228) |  | $ | 26,696
14,99124,63666,323(15,194)
|Total                                                                 | $ | 52,481                            |  | $ | 51,129                           



|Operating Income (Loss)                                                         |   | Three Months EndedDecember 31,    |  |   | Six Months EndedDecember 31,   
|------------------------------------------------------------------------------- | - | --------------------------------- |  | - | -------------------------------
|                                                                                |   |                                   | 
|                                                                                |   | 2000                              |  |   | 1999                           
|Commercial
Residential
Aluminum Extrusion
Total Segments
Eliminations
Corporate | $ | 3,372
1,37575
4,822
(520)
(1,544) |  | $ | 1,612
662(2,002)
272
415(1,739)
|Total                                                                           | $ | 2,758                             |  | $ | (1,052)                        



|Total Assets                                                       |   | Dec 31,2000                       |  |   | June 30,2000                      |  |  |  |  |  | 
|------------------------------------------------------------------ | - | --------------------------------- |  | - | --------------------------------- |  |  |  |  |  | 
|                                                                   |   |                                   |  |   |                                   |  |  | 
|                                                                   |   |                                   |  |   |                                   |  |  | 
|Commercial
Residential
Aluminum Extrusion
Total Segments
Corporate | $ | 66,217
32,77635,625
134,61812,357 |  | $ | 66,937
32,51043,779
143,22611,359 |  |  |  |  |  | 
|                                                                   |   |                                   |  |   |                                  
|                                                                   |   |                                   |  |   |                                  
|                                                                   |   |                                   |  |   |                                  
|                                                                   |   |                                   |  |   |                                  
|Total                                                              | $ | 146,975                           |  | $ | 154,585                           |  |  |  |  |  | 



























-7-



---



Unaudited



INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS





Significant Changes in Results of Operations

Although net sales for the six month period ended December 31, 2000 decreased by $3,605,000 or 3.3% compared to the same period last year, the December 2000 quarter improved by $1,352,000 or 2.6% when compared with the respective
1999 period. The increase in the December quarter includes an increase of $2,330,000 or 8.7% from our Commercial Products Group, reflecting continuing recovery from last year's raw material supply problems. Partially offsetting this is a decrease of
$777,000 or 8.2% for the Aluminum Extrusion Group, which still in a recovery cycle as a result of last year's severe operational problems, continues its marketing efforts to regain tarnished customer confidence.

Cost of sales as a percentage of net sales was relatively unchanged for the six months ended December 31, 2000, however it decreased by 3.4% for the quarter then ended when compared with the 1999 period. The quarterly improvement is
largely attributable to lower labor and overhead expenses incurred at our Aluminum Extrusion operations in spite of escalating energy costs. The prior year period contained unusually high costs associated with downtime and inefficiencies resulting from
the conversion to continuous flow manufacturing.

Selling, general and administrative expenses decreased by $1,683,000 or 12.4% for the quarter and by $4,463,000 or 16.0% for the six month period. The decreased expenses are primarily attributable to lower employment costs directly
related to the aforementioned six month decrease in sales coupled with the prior year containing nonrecurring costs associated with realigning operating group management teams.

The increase in net interest expense for the current year compared to the same period last year relates to the depletion of funds available for investment due primarily to heavy capital expenditures and increases in raw material
inventories in the prior year. These expenditures were financed in part by utilization of a line of credit, which was repaid during the September 2000 quarter.

The effective tax rate for the six months ended December 31, 2000 was 37.5% whereas the comparable period of the prior year was 42.0%. This decrease is primarily attributable to the prior year being unusually high due to nondeductible
expenses being spread over a lower income base.









-8-



---





Unaudited

Liquidity and Capital Resources

Working capital at December 31, 2000 stood at $68,209,000, an increase of $4,623,000 from June 30, 2000. The ratio of current assets to current liabilities is currently 4.9 as compared to 3.5 as of the beginning of the year.

The Company's projected net capital expenditures for fiscal 2001 include $11,000,000 for scheduled expansion of production capacity in addition to the normal annual noncapitalized expenditures for replacement items. The Company
anticipates financing these expenditures through internal cash flow and the utilization of its line of credit.

The Company's line of credit remains unchanged from that noted in the June 30, 2000 Annual Report to Shareholders.





Forward-Looking Information

This report contains forward-looking statements with respect to the financial condition, results of operations and business of the Company. Such items are subject to certain risks and uncertainties that could cause actual results
to differ materially from those set forth in such statements. Readers are 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 to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.





PART II. OTHER INFORMATION

Item 4(c). Submission of Matters to a Vote of Security Holders

On October 26, 2000, the Company held its 2000 Annual Shareholders Meeting. Shareholders voted proxies representing 3,689,409 shares which was 86.9% of the 4,244,794 shares outstanding on the record date. The following directors were
elected by cumulative voting:



|DIRECTOR                                                                                                                                  |  | CUMULATIVE VOTES                                                     
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------
|Cornelius C. Vanderstar
David C. Treinen
John P. Cunningham
Joel F. McIntyre
David M. Antonini
Alexander L. Dean
Kenneth D. Peterson, Jr. |  | 3,903,677
3,903,677
3,903,677
3,903,677
3,903,677
3,903,677
2,403,800

The selected independent accountants were ratified with 3,682,839 votes which were cast in non-cumulative voting.









-9-



---





INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES

SIGNATURES







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

| | International Aluminum Corporation(Registrant)
| | ----------------------------------------------
|



|Date: | February 13, 2001 | MITCHELL K. FOGELMANMitchell K. Fogelman
Senior Vice President-Finance
(Principal Financial Officer)
|----- | ----------------- | ----------------------------------------------------------------------------------------------------
|      |                  
|      |                  
|      |                  



|Date: | February 13, 2001 | MICHAEL J. NORRINGMichael J. Norring
Controller
(Principal Accounting Officer)
|----- | ----------------- | ------------------------------------------------------------------------------
|      |                  
|      |                  
|      |                  



























































-10-



---