INTERNATIONAL ALUMINUM CORP
10-Q, 2000-05-12
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, 2000                  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)







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, 2000 there were 4,244,794 shares of Common Stock outstanding.





                              Page 1 of 11 Pages

<PAGE>
<PAGE>



                       INTERNATIONAL ALUMINUM CORPORATION
                                AND SUBSIDIARIES

                                     INDEX





                                                                      Page


PART I.  Financial Information

     Consolidated Balance Sheets -
       March 31, 2000 and June 30, 1999                                 3

     Consolidated Statements of Income -
       three and nine month periods ended
       March 31, 2000 and 1999                                          4

     Consolidated Statements of Cash Flows -
       nine months ended March 31, 2000 and 1999                        5

     Notes to Consolidated Financial Statements                         6

     Management's Discussion and Analysis of
       Financial Condition and Results of Operations                    9


     Signatures                                                        11


























                                   - 2 -

<PAGE>
<PAGE>
<TABLE>
                                   PART I

                     INTERNATIONAL ALUMINUM CORPORATION
                              AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                  Unaudited         Audited
Assets                                         March 31, 2000    June 30, 1999
<S>                                            <C>               <C>
Current assets:
  Cash and cash equivalents                      $    659,000     $  2,269,000
  Accounts receivable, net                         36,203,000       39,371,000
  Inventories                                      46,911,000       41,576,000
  Prepaid expenses and deposits                     5,062,000        4,909,000
  Future income tax benefits                        1,492,000        1,492,000

    Total current assets                           90,327,000       89,617,000

Property, plant and equipment, at cost            109,795,000      109,907,000
Accumulated depreciation                          (54,680,000)     (55,591,000)

    Net property, plant and equipment              55,115,000       54,316,000

Other assets:
  Costs in excess of net assets of
    purchased businesses                            9,682,000        9,760,000
  Other                                                68,000              -

    Total other assets                              9,750,000        9,760,000

                                                 $155,192,000     $153,693,000




Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable                               $  4,123,000     $  8,079,000
  Accrued liabilities                              10,199,000       12,415,000
  Advances payable to banks                        11,968,000              -
  Income taxes payable                                    -             93,000

    Total current liabilities                      26,290,000       20,587,000

Deferred income taxes                               4,405,000        4,405,000

    Total liabilities                              30,695,000       24,992,000

Shareholders' equity                              124,497,000      128,701,000

                                                 $155,192,000     $153,693,000


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

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



                       INTERNATIONAL ALUMINUM CORPORATION
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

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

                                       2000          1999          2000           1999
<S>                                <C>           <C>           <C>            <C>
Net sales                          $50,878,000   $55,350,000   $160,593,000   $171,132,000
Cost of sales                       39,438,000    39,244,000    119,049,000    118,586,000
  Gross profit                      11,440,000    16,106,000     41,544,000     52,546,000
Selling, gen. and admin. expenses   13,393,000    13,109,000     41,254,000     39,603,000
  Income (loss) from operations     (1,953,000)    2,997,000        290,000     12,943,000
Interest (income) expense, net         121,000           -          125,000       (243,000)
  Income (loss) from continuing
   operations before income taxes   (2,074,000)    2,997,000        165,000     13,186,000
Provision for income taxes            (850,000)    1,090,000         90,000      4,990,000
  Income (loss) from continuing
   operations                       (1,224,000)    1,907,000         75,000      8,196,000
Loss from discontinued operations          -         (60,000)      ( 52,000)      (150,000)
Gain on disposition of
 discontinued operations                   -             -          377,000            -
Net income (loss)                  $(1,224,000)  $ 1,847,000   $    400,000   $  8,046,000






Basic and diluted EPS:
     Continuing operations               $(.29)        $ .45           $ .01         $1.91
     Discontinued operations                -           (.02)            .08          (.04)
                                         $(.29)        $ .43           $ .09         $1.87

Shares used to compute EPS:
     Basic                           4,280,044     4,291,719       4,287,094     4,291,384
     Diluted                         4,280,044     4,299,183       4,287,094     4,299,044

Cash dividends per share                  $.30          $.30           $.90           $.90


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






                                      - 4 -

<PAGE>
<PAGE>   <TABLE>                                                      Unaudited



                     INTERNATIONAL ALUMINUM CORPORATION
                              AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                         Nine Months Ended
                                                             March 31,

                                                         2000          1999
<S>                                                  <C>           <C>
Cash flows from operating activities:
  Net income                                         $   400,000   $ 8,046,000
  Adjustments for noncash transactions:
    Depreciation and amortization                      5,339,000     4,700,000
    Gain on disposition of discontinued operations      (587,000)
  Changes in assets and liabilities:
    Receivables                                        1,717,000    (3,753,000)
    Inventories                                       (6,206,000)   (7,263,000)
    Prepaid expenses and deposits                       (399,000)     (929,000)
    Accounts payable                                  (3,624,000)   (1,208,000)
    Accrued liabilities                               (1,800,000)      630,000
    Income taxes payable                                 (93,000)     (358,000)

    Net cash used in operating activities             (5,253,000)     (135,000)

Cash flows from investing activities:
  Capital expenditures                                (6,558,000)  (12,852,000)
  Acquisition of businesses                           (1,222,000)   (1,300,000)
  Disposition of businesses                            3,921,000
  Proceeds from sales of capital assets                  245,000       656,000

    Net cash used in investing activities             (3,614,000)  (13,496,000)

Cash flows from financing activities:
  Dividends paid to shareholders                      (3,862,000)   (3,863,000)
  Net borrowing under lines of credit                 11,894,000     6,093,000
  Common stock repurchased                              (775,000)          -
  Proceeds from exercises of stock options                   -          37,000

    Net cash provided by financing activities          7,257,000     2,267,000

Net change in cash and cash equivalents               (1,610,000)  (11,364,000)

Cash and cash equivalents at beginning
  of period                                            2,269,000    14,320,000

Cash and cash equivalents at end of period           $   659,000   $ 2,956,000


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




                                   - 5 -

<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,
in all material respects, its financial position as of March 31, 2000 and
June 30, 1999, and the results of operations for the three and nine month
periods ended March 31, 2000 and 1999 and the cash flows for the nine month
periods ended March 31, 2000 and 1999  The results of operations for the three
and nine month periods ended March 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 third quarters ended March 31, 2000 and 1999 was $(1,237,000) and
$1,895,000, respectively.  Comprehensive income for the nine months ended
March 31, 2000 and 1999 was $433,000 and $7,984,000, respectively.  Other
comprehensive income includes foreign currency translation adjustments
recorded directly in shareholders' equity.
<TABLE>
<CAPTION>
Balance Sheet Components                    March 31, 2000   June 30, 1999
<S>                                         <C>              <C>
Inventories, lower of FIFO Cost or Market
  Raw materials                               $ 40,295,000    $ 34,915,000
  Work in process                                1,621,000       1,466,000
  Finished goods                                 4,995,000       5,195,000
                                              $ 46,911,000    $ 41,576,000

Shareholders' Equity
  Common stock                                $  4,765,000    $  4,765,000
  Paid-in capital                                4,123,000       4,123,000
  Retained earnings                            115,559,000     119,796,000
  Accumulated other comprehensive income            50,000          17,000
                                              $124,497,000    $128,701,000
</TABLE>

                                  - 6 -

<PAGE>
<PAGE>   <TABLE>                                                 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.

<CAPTION>
Net Sales:                Three Months Ended          Nine Months Ended
                               March 31,                   March 31,
                           2000        1999           2000        1999
<S>                      <C>         <C>            <C>         <C>
Commercial               $ 24,794    $ 29,712       $ 81,292    $ 92,425
Residential                14,404      11,399         45,164      38,335
Aluminum Extrusion         27,776      28,653         77,363      87,506
  Total Segments           66,974      69,764        203,819     218,266
Eliminations              (16,096)    (14,414)       (43,226)    (47,134)
  Total                  $ 50,878    $ 55,350       $160,593    $171,132



Operating Income (Loss):  Three Months Ended          Nine Months Ended
                               March 31,                   March 31,
                           2000        1999           2000        1999

Commercial               $    655    $  2,735       $  5,925    $ 10,384
Residential                   449         162          2,178       1,658
Aluminum Extrusion           (961)      1,894         (3,352)      7,223
  Total Segments              143       4,791          4,751      19,265
Eliminations                 (218)        664          1,171         463
Corporate                  (1,878)     (2,458)        (5,632)     (6,785)
  Total                  $ (1,953)   $  2,997       $    290    $ 12,943




Total Assets:            March 31,   June 30,
                           2000        1999

Commercial               $ 70,804    $ 69,306
Residential                31,484      28,874
Aluminum Extrusion         44,229      38,543
Glass                         -         8,156
  Total Segments          146,517     144,879
Corporate                   8,675       8,814
  Total                  $155,192    $153,693
</TABLE>











                                  - 7 -

<PAGE>
<PAGE>                                                           Unaudited


Discontinued Operations

  During the second quarter, the Company sold most all of the operating assets
of its Glass segment, excluding the land and buildings, for $3,921,000.  The
land and buildings were leased to the buyer.  The Glass segment is accounted
for as a discontinued operation, and accordingly, amounts in the income
statements and related notes for all periods shown have been restated to
reflect discontinued operations accounting.  Summarized results of the
discontinued businesses are shown separately as discontinued operations in the
accompanying income statements.  Operating results of the discontinued
segment, in thousands of dollars, are as follows:
<TABLE>
<CAPTION>
                                   Three Months Ended    Nine Months Ended
                                        March 31,            March 31,
                                      2000      1999       2000      1999
<S>                                 <C>       <C>        <C>       <C>
Net sales                           $    -    $ 3,953    $ 6,914   $11,590

Loss before income taxes            $    -    $   (90)   $   (82)  $  (240)
Income tax benefit                       -        (30)       (30)      (90)
Loss from discontinued ops.              -        (60)       (52)     (150)
Gain on disposition of disc. ops.,
  net of $210 income tax expense         -         -         377        -
Net income (loss) from
  discontinued segment              $    -    $   (60)   $   325   $  (150)

Earnings per diluted share:
  Discontinued operations              $ -      $(.02)     $(.01)    $(.04)
  Gain on disposition of disc. ops.      -         -         .09        -
</TABLE>


New Canadian Subsidiary

  The Company recently formed a wholly-owned subsidiary named United States
Aluminum Of Canada-Ontario, Ltd. which became a member of the Commercial
Products Group.  In March 2000, this subsidiary completed the $1,222,000 cash
purchase of selected assets and liabilities of a Toronto, Ontario commercial
storefront and curtain wall company.  The estimated fair value of the net
assets acquired was $720,000.  The $502,000 excess of the purchase price over
the estimated fair value was allocated to goodwill and is being amortized on
a straight line basis over 5 years.  Proforma financial statements of this
acquisition are not presented as they are not materially different from
historical amounts.



Year 2000

  The Company completed its planned changes to obtain compliance prior to
December 31, 1999.  To date, the Company has not had any material failures
related with non-compliance nor is it aware of any material failures of any
of its significant customers or suppliers.




                                  - 8 -

<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

  Net sales decreased by $4,472,000 or 8.1% for the quarter ended March 31,
2000 and by $10,539,000 or 6.2% for the nine months then ended when compared
with the respective 1999 periods.  The decreases in sales include decreases
of $4,912,000 or 16.5% for the quarter and $11,111,000 or 12.0% for the nine
months by the Commercial Products Group primarily resulting from an inadequate
supply of raw materials from our aluminum extrusion operations.  Also included
are decreases of $2,573,000 or 17.9% for the quarter and $6,200,000 or 15.2%
for the nine months by the Aluminum Extrusion Group primarily resulting from
lower production due to extended downtime during equipment upgrades and the
implementation of continuous flow manufacturing processing.  Partially
offsetting these are increases of $2,937,000 or 25.8% for the quarter and
$6,728,000 or 17.6% for the nine months by the Residential Products Group
reflecting the strong market for these products.

  Cost of sales as a percentage of net sales increased by 6.6% for the quarter
ended March 31, 2000 and by 4.8% for the nine months then ended when compared
with the respective 1999 periods.  These increases are largely attributable
to higher material, labor and overhead expenses incurred in our extrusion
operations resulting from downtime and inefficiencies associated with
retraining personnel for the aforementioned conversion to continuous flow
manufacturing.

  Selling, general and administrative expenses increased by $284,000 or 2.2%
for the quarter and by $1,651,000 or 4.2% for the nine month period.  The
increased expenses are primarily attributable to additional compensation,
recruiting, relocation and severance costs associated with realigning
operating group management teams.

  The swing from net interest income for the prior year nine month period to
net interest expense for the current year period relates to the depletion of
funds available for investment due primarily to heavy capital expenditures and
increases in raw material inventories.

  The effective tax rate for the nine months ended March 31, 2000 was 54.5%
whereas the comparable period of the prior year was 37.8%.  This increase is
primarily attributable to losses in states with no related tax benefit coupled
with nondeductible expenses being spread over a lower income base.









                                  - 9 -

<PAGE>
<PAGE>                                                            Unaudited


Liquidity and Capital Resources

  Working capital at March 31, 2000 stood at $64,037,000, a decrease of
$4,993,000 from June 30, 1999.  The ratio of current assets to current
liabilities is currently 3.4 as compared to 4.4 as of the beginning of the
year.

  In addition to the $1,222,000 cash purchase of business assets in Toronto,
Canada, (see note), the Company's projected capital expenditures for fiscal
2000 include $8,000,000 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 was increased to $20,000,000.  The terms of the
line remain unchanged from those noted in the June 30, 1999 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.



























                                 - 10 -

<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 12, 2000                          DAVID C. TREINEN
                                                  David C. Treinen
                                          Senior Vice President - Finance
                                                 and Administration
                                           (Principal Financial Officer)




Date:       May 12, 2000                        MITCHELL K. FOGELMAN
                                                Mitchell K. Fogelman
                                            Vice President - Controller
                                           (Principal Accounting Officer)


























                                 - 11 -


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                             659
<SECURITIES>                                         0
<RECEIVABLES>                                   36,203
<ALLOWANCES>                                         0
<INVENTORY>                                     46,911
<CURRENT-ASSETS>                                90,327
<PP&E>                                         109,795
<DEPRECIATION>                                  54,680
<TOTAL-ASSETS>                                 155,192
<CURRENT-LIABILITIES>                           26,290
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         8,888
<OTHER-SE>                                     115,619
<TOTAL-LIABILITY-AND-EQUITY>                   155,192
<SALES>                                        160,593
<TOTAL-REVENUES>                               160,593
<CGS>                                          119,049
<TOTAL-COSTS>                                  119,049
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   602
<INTEREST-EXPENSE>                                 128
<INCOME-PRETAX>                                    165
<INCOME-TAX>                                        90
<INCOME-CONTINUING>                                 75
<DISCONTINUED>                                     325
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       400
<EPS-BASIC>                                        .09
<EPS-DILUTED>                                      .09


</TABLE>


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