INTERNATIONAL ALUMINUM CORP
10-Q, 1996-05-14
METAL DOORS, SASH, FRAMES, MOLDINGS & TRIM
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  SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549




               FORM 10-Q



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




For quarter ended March 31, 1996                   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
                               (213) 264-1670
                                  (Principal executive office)







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  X    No    

At May 1, 1996 there were 4,259,980 shares of Common Stock outstanding.  





                              Page 1 of 10 Pages
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                       INTERNATIONAL ALUMINUM CORPORATION 
                                AND SUBSIDIARIES

                                     INDEX





                                                                     Page Nos.


PART I  Financial Information

     Consolidated Balance Sheets -
       March 31, 1996 and June 30, 1995                                  3

     Consolidated Statements of Income -
       three and nine month periods
       ended March 31, 1996 and 1995                                     5

     Consolidated Statements of Cash Flows -
       nine months ended March 31, 1996
       and 1995                                                          6

     Notes to Consolidated Financial Statements                          7

     Management's Discussion and Analysis of
       Financial Condition and Results of
       Operations                                                        8

     Signatures                                                         10

























                                   - 2 -
<PAGE>
<PAGE>
<TABLE>


                                   PART I

                     INTERNATIONAL ALUMINUM CORPORATION
                              AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS



<CAPTION>
                                                   Unaudited         Audited
Assets                                          March 31, 1996    June 30, 1995
<S>                                             <C>               <C>
Current assets:

     Cash and cash equivalents                   $ 10,287,000     $  3,550,000
     Investments                                                     2,213,000
     Accounts receivable, net                      32,795,000       34,877,000
     Unbilled receivables                           1,067,000        1,222,000
     Inventories:
          Raw materials                            31,303,000       31,002,000
          Work-in-process                           2,435,000        3,463,000
          Finished goods                            7,201,000        7,308,000
     Prepaid expenses                               2,164,000        2,060,000
     Future income tax benefits                     1,596,000        1,596,000

             Total current assets                  88,848,000       87,291,000
                                                 ____________     ____________

Property, plant and equipment, at cost             98,894,000       97,412,000
Accumulated depreciation                          (52,992,000)     (52,567,000)

                                                   45,902,000       44,845,000
                                                 ____________     ____________

Other assets:

     Costs in excess of net assets of
       purchased businesses                         4,739,000        4,839,000
     Other                                                           1,129,000

                                                    4,739,000        5,968,000
                                                 ____________     ____________

                                                 $139,489,000     $138,104,000
                                                 ____________     ____________
                                                 ____________     ____________


<FN>
See accompanying notes to consolidated financial statements.
</TABLE>






                                   - 3 -
<PAGE>
<PAGE>
<TABLE>


                     INTERNATIONAL ALUMINUM CORPORATION
                              AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS



<CAPTION>
                                                   Unaudited         Audited
Liabilities and Shareholders' Equity            March 31, 1996    June 30, 1995
<S>                                             <C>               <C>
Current liabilities:

     Accounts payable                            $  8,569,000     $  7,820,000
     Accrued liabilities                            9,148,000        9,555,000
     Current portion of long-term debt                561,000          423,000
     Income taxes payable                             509,000        1,098,000

             Total current liabilities             18,787,000       18,896,000
                                                 ____________     ____________

Long-term debt                                        119,000          542,000
                                                 ____________     ____________

Other liabilities:

     Deferred income taxes                          4,496,000        4,496,000
     Other                                            382,000          399,000

                                                    4,878,000        4,895,000
                                                 ____________     ____________

Shareholders' equity                              115,705,000      113,771,000
                                                 ____________     ____________

                                                 $139,489,000     $138,104,000
                                                 ____________     ____________
                                                 ____________     ____________


<FN>
See accompanying notes to consolidated financial statements.
</TABLE>















                                   - 4 -
<PAGE>
<PAGE>  <TABLE>                                                                    Unaudited



                       INTERNATIONAL ALUMINUM CORPORATION
                                AND SUBSIDIARIES
                                        
                        CONSOLIDATED STATEMENTS OF INCOME

<CAPTION>
                                      Three Months Ended           Nine Months Ended
                                           March 31,                    March 31,         

                                       1996          1995          1996           1995    
<S>                                <C>           <C>           <C>            <C>
Net sales                          $49,910,000   $53,966,000   $160,302,000   $158,721,000
Costs and expenses:
  Cost of sales                     36,213,000    35,982,000    115,697,000    106,719,000
  Selling, general and
    administrative expenses         11,755,000    12,782,000     35,910,000     35,246,000
  Interest (income) expense, net       (58,000)     (339,000)      (128,000)      (234,000)
Income before income taxes           2,000,000     5,541,000      8,823,000     16,990,000
Provision for income taxes             880,000     2,230,000      3,610,000      6,760,000
Net income                         $ 1,120,000   $ 3,311,000   $  5,213,000   $ 10,230,000
                                   ___________   ___________   ____________   ____________
                                   ___________   ___________   ____________   ____________




Weighted average number of
  common shares outstanding          4,258,405     4,238,885      4,256,691      4,236,705

Earnings per common share                 $.26          $.78          $1.22          $2.41

Cash dividends per common share           $.25          $.25           $.75           $.75



<FN>
See accompanying notes to consolidated financial statements.
</TABLE>



















                                      - 5 -
<PAGE>
<PAGE>   <TABLE>                                                       Unaudited



                     INTERNATIONAL ALUMINUM CORPORATION
                              AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                         Nine Months Ended
                                                             March 31,        

                                                         1996          1995   
<S>                                                  <C>           <C>
Cash flows from operating activities:
  Net income                                         $ 5,213,000   $10,230,000
  Adjustments for noncash transactions:
    Depreciation and amortization                      3,902,000     3,598,000
  Changes in assets and liabilities:
    Receivables                                        2,065,000    (1,026,000)
    Inventories                                          786,000   (11,549,000)
    Prepaid expenses and other                         1,014,000      (430,000)
    Accounts payable                                     832,000       395,000
    Accrued liabilities and other                       (374,000)     ( 78,000)
    Income taxes payable                                (590,000)     (715,000)

    Net cash provided by operating activities         12,848,000       425,000

Cash flows from investing activities:
  Capital expenditures                                (5,151,000)   (6,523,000)
  Proceeds from sales of capital assets                  192,000     2,491,000
  Changes in investments                               2,213,000     7,212,000

    Net cash provided by (used in) 
      investing activities                            (2,746,000)    3,180,000

Cash flows from financing activities:
  Repayment of long-term debt                           (285,000)     (561,000)
  Exercise of stock options                              112,000        63,000
  Dividends paid to shareholders                      (3,194,000)   (3,179,000)

    Net cash used in financing activities             (3,367,000)   (3,677,000)

Effect of exchange rate changes on cash                    2,000        19,000
  
Net change in cash and cash equivalents                6,737,000       (53,000)

Cash and cash equivalents at beginning
  of period                                            3,550,000     6,413,000

Cash and cash equivalents at end of period           $10,287,000   $ 6,360,000
                                                     ___________   ___________
                                                     ___________   ___________



<FN>
See accompanying notes to consolidated financial statements.
</TABLE>


                                   - 6 -
<PAGE>
<PAGE>                                                                 
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
its financial position as of March 31, 1996 and June 30, 1995, and the results
of operations for the three and nine month periods ended March 31, 1996 and
1995, and the cash flows for the nine month periods ended March 31, 1996 and
1995.

  The results of operations for the three and nine month periods ended
March 31, 1996 and 1995 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.


























                                  - 7 -
<PAGE>
<PAGE>                                                             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 quarter ended March 31, 1996 decreased by
$4,056,000 or 7.5% when compared with the 1995 period, the net sales for the
related nine month period posted a small increase of $1,581,000 or 1.0% over
the prior year period.  The quarterly decrease primarily relates to a
$3,603,000 or 23.5% decline in sales of the Aluminum Extrusion Group.  The
nine month period increase relates to a $8,448,000 or 13.0% increase posted
by the Commercial Products Group which was mostly offset by a $5,485,000 or
13.4% decrease posted by the Aluminum Extrusion Group and a $1,392,000 or 3.5%
decrease posted by the Residential Products Group.

  Cost of sales as a percentage of net sales increased by 5.9% for the quarter
ended March 31, 1996 and by 5.0% for the nine months then ended when compared
with the 1995 periods.  The increases are primarily attributable to
significantly decreased margins in the Aluminum Extrusion Group resulting from
lower volume and declining selling prices.  Also a factor are decreased
margins in the Residential Products Group stemming from lower volume.

  Selling, general and administrative expenses decreased by $1,027,000 or 8.0%
for the quarter but increased by $664,000 or 1.9% for the nine month period. 
The increase for the nine month period primarily relates to additional selling
costs associated with the expansion of the commercial products satellite
warehouse program.  These increased costs were partially offset as
distribution and administrative costs decreased during the third quarter
associated with the decreased volumes of business.

  The decreases in net interest income for the three and nine month periods
relate to significant increases in the market values of interest rate
sensitive securities during the prior year quarter ended March 31, 1995.

  The effective tax rate for the nine months ended March 31, 1996 was 40.9%
whereas the comparable period of fiscal year 1995 was 39.8%.















                                  - 8 -
<PAGE>
<PAGE>                                                             Unaudited



Liquidity and Capital Resources:

  Working capital increased to $70,061,000 during the nine months ended
March 31, 1996, which represents an increase of $1,666,000 from June 30, 1995. 
The ratio of current assets to current liabilities is currently 4.7 as
compared to 4.6 as of the beginning of the year.  

The Company's projected net capital expenditures for fiscal 1996 include
$6,500,000 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 cash
reserves.  

The Company's line of credit remains unchanged from that noted in the June 30,
1995 Annual Report to Shareholders.










































                                  - 9 -
<PAGE>
<PAGE>



                   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     May 10, 1996                             DAVID C. TREINEN         
                                                  David C. Treinen
                                          Senior Vice President - Finance
                                                 and Administration
                                           (Principal Financial Officer)




Date     May 10, 1996                           MITCHELL K. FOGELMAN       
                                                Mitchell K. Fogelman
                                            Vice President - Controller
                                           (Principal Accounting Officer)


























                                 - 10 -
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          10,287
<SECURITIES>                                         0
<RECEIVABLES>                                   33,862
<ALLOWANCES>                                         0
<INVENTORY>                                     40,939
<CURRENT-ASSETS>                                88,848
<PP&E>                                          98,894
<DEPRECIATION>                                  52,992
<TOTAL-ASSETS>                                 139,489
<CURRENT-LIABILITIES>                           18,787
<BONDS>                                            119
                                0
                                          0
<COMMON>                                         8,450
<OTHER-SE>                                     107,255
<TOTAL-LIABILITY-AND-EQUITY>                   139,489
<SALES>                                        160,302
<TOTAL-REVENUES>                               160,302
<CGS>                                          115,697
<TOTAL-COSTS>                                  151,607
<OTHER-EXPENSES>                                 (128)
<LOSS-PROVISION>                                   625
<INTEREST-EXPENSE>                                  88
<INCOME-PRETAX>                                  8,823
<INCOME-TAX>                                     3,610
<INCOME-CONTINUING>                              5,213
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,213
<EPS-PRIMARY>                                     1.22
<EPS-DILUTED>                                        0
        

</TABLE>


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