SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ý | | QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For quarter ended September 30, 2005 |
| | |
| | OR |
| | |
o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
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 Identification No.) |
767 Monterey Pass Road
Monterey Park, California 91754
(323) 264-1670
(Principal executive office and telephone number, including area code)
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 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 ý No o
Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
At November 1, 2005 there were 4,287,545 shares of Common Stock outstanding.
Page 1 of 19 Pages
INTERNATIONAL ALUMINUM CORPORATION
AND SUBSIDIARIES
INDEX
2
PART I—FINANCIAL INFORMATION
Unaudited
Item 1. Financial Statements.
International Aluminum Corporation
and Subsidiaries
Condensed Consolidated Balance Sheets
| | Sept. 30, 2005 | | June 30, 2005 | |
Assets | | | | | |
| | | | | |
Current assets: | | | | | |
Cash and cash equivalents | | $ | 19,233,000 | | $ | 12,437,000 | |
Accounts receivable, net | | 42,606,000 | | 43,543,000 | |
Inventories | | 39,349,000 | | 41,270,000 | |
Prepaid expenses and deposits | | 3,049,000 | | 2,055,000 | |
Deferred income taxes | | 3,310,000 | | 3,310,000 | |
| | | | | |
Total current assets | | 107,547,000 | | 102,615,000 | |
| | | | | |
Property, plant and equipment, at cost | | 126,352,000 | | 125,081,000 | |
Accumulated depreciation | | (79,436,000 | ) | (78,179,000 | ) |
| | | | | |
Net property, plant and equipment | | 46,916,000 | | 46,902,000 | |
| | | | | |
Other assets: | | | | | |
Goodwill | | 669,000 | | 645,000 | |
Other | | 1,645,000 | | 1,469,000 | |
| | | | | |
Total other assets | | 2,314,000 | | 2,114,000 | |
| | | | | |
Total Assets | | $ | 156,777,000 | | $ | 151,631,000 | |
| | | | | |
Liabilities and Shareholders’ Equity | | | | | |
| | | | | |
Current liabilities: | | | | | |
Accounts payable | | $ | 12,553,000 | | $ | 9,958,000 | |
Accrued liabilities | | 11,987,000 | | 13,531,000 | |
Income taxes payable | | 2,433,000 | | 1,572,000 | |
| | | | | |
Total current liabilities | | 26,973,000 | | 25,061,000 | |
| | | | | |
Deferred income taxes | | 6,067,000 | | 6,067,000 | |
| | | | | |
Total liabilities | | 33,040,000 | | 31,128,000 | |
| | | | | |
Shareholders’ equity | | 123,737,000 | | 120,503,000 | |
| | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 156,777,000 | | $ | 151,631,000 | |
| | | | | | | | | |
See accompanying notes to condensed consolidated financial statements.
3
International Aluminum Corporation
and Subsidiaries
Condensed Consolidated Statements of Income
| | Three Months Ended
September 30, | |
| | |
| | 2005 | | 2004 | |
| | | | | |
Net sales | | $ | 68,257,000 | | $ | 60,727,000 | |
Cost of sales | | 52,942,000 | | 46,763,000 | |
Gross profit | | 15,315,000 | | 13,964,000 | |
Selling, general and administrative expenses | | 9,599,000 | | 8,986,000 | |
Income from operations | | 5,716,000 | | 4,978,000 | |
Interest (income) expense, net | | (51,000 | ) | (6,000 | ) |
Income before income taxes | | 5,767,000 | | 4,984,000 | |
Provision for income taxes | | 2,180,000 | | 1,950,000 | |
Net income | | $ | 3,587,000 | | $ | 3,034,000 | |
| | | | | |
Earnings per share—Basic and Diluted: | | $ | .84 | | $ | .71 | |
| | | | | |
Shares used to compute EPS: | | | | | |
Basic | | 4,274,355 | | 4,244,794 | |
Diluted | | 4,279,234 | | 4,247,953 | |
| | | | | |
Cash dividends per share | | $ | .30 | | $ | .30 | |
See accompanying notes to condensed consolidated financial statements.
4
International Aluminum Corporation
and Subsidiaries
Condensed Consolidated Statements of Cash Flows
| | Three Months Ended September 30, | |
| | |
| | 2005 | | 2004 | |
| | | | | |
Cash flows from operating activities: | | | | | |
Net income | | $ | 3,587,000 | | $ | 3,034,000 | |
Adjustments for noncash transactions: | | | | | |
Depreciation and amortization | | 1,463,000 | | 1,594,000 | |
Changes in assets and liabilities: | | | | | |
Accounts receivable | | 1,129,000 | | (725,000 | ) |
Inventories | | 2,033,000 | | (2,274,000 | ) |
Prepaid expenses and other | | (1,161,000 | ) | (398,000 | ) |
Accounts payable | | 2,410,000 | | 485,000 | |
Accrued liabilities | | (1,556,000 | ) | (630,000 | ) |
Income taxes payable | | 921,000 | | 984,000 | |
| | | | | |
Net cash provided by operating activities | | 8,826,000 | | 2,070,000 | |
| | | | | |
Cash flows from investing activities: | | | | | |
Capital expenditures | | (1,162,000 | ) | (593,000 | ) |
Proceeds from sales of capital assets | | 23,000 | | 42,000 | |
| | | | | |
Net cash used in investing activities | | (1,139,000 | ) | (551,000 | ) |
| | | | | |
Cash flows from financing activities: | | | | | |
Dividends paid to shareholders | | (1,284,000 | ) | (1,273,000 | ) |
Exercise of stock options | | 341,000 | | — | |
Net repayments under lines of credit | | — | | (213,000 | ) |
| | | | | |
Net cash used in financing activities | | (943,000 | ) | (1,486,000 | ) |
| | | | | |
Effect of exchange rate changes | | 52,000 | | 22,000 | |
| | | | | |
Net change in cash and cash equivalents | | 6,796,000 | | 55,000 | |
| | | | | |
Cash and cash equivalents at beginning of period | | 12,437,000 | | 15,964,000 | |
| | | | | |
Cash and cash equivalents at end of period | | $ | 19,233,000 | | $ | 16,019,000 | |
See accompanying notes to condensed consolidated financial statements.
5
International Aluminum Corporation
and Subsidiaries
Notes To Condensed 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 for fair statement, in all material respects, of its financial position as of September 30, 2005 and June 30, 2005, and the results of operations and the cash flows for the three-month periods ended September 30, 2005 and 2004. The results of operations for the three-month period ended September 30, 2005 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, in the United States of America, 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 in any material respect. These financial statements should 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 quarters ended September 30, 2005 and 2004 was $4,177,000 and $3,595,000, respectively. Other comprehensive income includes foreign currency translation adjustments recorded directly in shareholders’ equity.
Balance Sheet Components | | Sept. 30, 2005 | | June 30, 2005 | |
| | | | | |
Inventories, lower of FIFO Cost or Market | | | | | |
Raw materials | | $ | 32,723,000 | | $ | 34,720,000 | |
Work in process | | 1,380,000 | | 1,333,000 | |
Finished goods | | 5,246,000 | | 5,217,000 | |
| | $ | 39,349,000 | | $ | 41,270,000 | |
| | | | | |
Shareholders’ Equity | | | | | |
Common stock | | $ | 4,805,000 | | $ | 4,791,000 | |
Paid-in capital | | 5,016,000 | | 4,689,000 | |
Retained earnings | | 111,278,000 | | 108,975,000 | |
Accumulated other comprehensive income | | 2,638,000 | | 2,048,000 | |
| | $ | 123,737,000 | | $ | 120,503,000 | |
| | | | | | | | | |
6
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and potentially dilutive common equivalent shares outstanding determined as follows:
| | Three Months Ended September 30, | |
| | 2005 | | 2004 | |
Numerator: | | | | | |
Net Income | | $ | 3,587,000 | | $ | 3,034,000 | |
| | | | | |
Denominator: | | | | | |
Weighted-average shares outstanding used to compute basic EPS | | 4,274,355 | | 4,244,794 | |
| | | | | |
Incremental shares issuable upon the exercise of stock options | | 4,879 | | 3,159 | |
| | | | | |
Shares used to compute diluted EPS | | 4,279,234 | | 4,247,953 | |
| | | | | |
Basic and Diluted net earnings per share | | $ | .84 | | $ | .71 | |
Incremental shares issuable upon the assumed exercise of outstanding stock options are computed using the average market price of common stock during the related period. The incremental shares for the three months ending September 30, 2004 exclude 21,000 stock option shares because their inclusion would be anti-dilutive, since the option price was greater than the Company’s average common stock price for the period.
Stock Based Compensation
The Company granted stock options for the purchase of common stock to certain executive and managerial employees under the Company’s 1991 Stock Option Plan, whose expired granting authority has been transferred to the successor plan, the 2001 Stock Option Plan. The options have an exercise price equal to the market price of the stock on the date of grant, a term of ten years and become exercisable in equal installments over a five-year period from the date of grant so long as the employees remain in the continuous employ of the Company. The Company applies Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations in accounting for stock options granted under the plan. Under APB No. 25, compensation cost, if any, 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 common stock and the exercise price. All options issued have an exercise price equal to the fair value on the date of grant. Accordingly, no compensation cost has been recognized for those stock options. On December��31, 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”, which amends SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 148’s transition guidance and provisions for disclosures are effective for fiscal years ending after December 15, 2002. The Company did not adopt fair value accounting for employee stock options under SFAS No. 123 and SFAS No. 148. Since all outstanding stock awards are fixed stock options with no intrinsic value at the date of grant and were fully vested before the income statement periods presented, there would have been no change in reported net income and earnings per share had compensation cost been determined based on the fair value at the grant dates as prescribed by SFAS 123.
7
Segment Information
The Company’s operations are organized and managed by product type. The Company currently operates in three segments of the building products industry: Commercial Products, Residential Products and Aluminum Extrusions. Eliminations include all significant intercompany transactions and accounts. The Company evaluates performance based on operating income or loss before any allocation of corporate overhead, interest or taxes.
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 Ended
September 30, | |
| | |
| | 2005 | | 2004 | |
| | | | | |
Commercial | | $ | 31,186 | | $ | 30,209 | |
Residential | | 22,681 | | 18,564 | |
Aluminum Extrusion | | 29,850 | | 27,042 | |
Total Segments | | 83,717 | | 75,815 | |
Eliminations | | (15,460 | ) | (15,088 | ) |
Total | | $ | 68,257 | | $ | 60,727 | |
Operating Income: | | Three Months Ended
September 30, | |
| | |
| | 2005 | | 2004 | |
| | | | | |
Commercial | | $ | 3,920 | | $ | 3,627 | |
Residential | | 4,524 | | 3,102 | |
Aluminum Extrusion | | (318 | ) | 330 | |
Total Segments | | 8,126 | | 7,059 | |
Eliminations | | (16 | ) | 135 | |
Corporate | | (2,394 | ) | (2,216 | ) |
Total | | $ | 5,716 | | $ | 4,978 | |
Total Assets: | | Sept. 30,
2005 | | June 30,
2005 | |
| | | |
| | | | | |
Commercial | | $ | 66,828 | | $ | 66,353 | |
Residential | | 33,093 | | 32,076 | |
Aluminum Extrusion | | 37,448 | | 42,010 | |
Total Segments | | 137,369 | | 140,439 | |
Corporate | | 19,408 | | 11,192 | |
Total | | $ | 156,777 | | $ | 151,631 | |
8
Recent Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151, “Inventory Costs” (SFAS 151), which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS 151 is effective for inventory costs incurred beginning July 1, 2005. Upon adoption on July 1, 2005 SFAS 151 did not have a material impact on our financial statements.
In December 2004, the FASB issued SFAS No. 123R (revised 2004), “Share-Based Payment”, which replaced SFAS No. 123 and superseded APB Opinion No. 25. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values in the first interim or annual period beginning after June 15, 2005. The pro forma disclosures previously permitted under SFAS No. 123 will no longer be an alternative to financial statement recognition. The adoption of SFAS 123R had no impact on our financial statements, as all outstanding options were fully vested prior to the periods presented.
In March 2005, the FASB issued Financial Interpretation No. 47 (FIN 47), “Accounting for Conditional Asset Retirement Obligations”. FIN 47 is an interpretation of FASB Statement No. 143, “Accounting for Asset Retirement Obligations” and clarifies (i) that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated and (ii) when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. Upon adoption on July 1, 2005 FIN 47 did not have a material impact on our financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations
General Overview
Net sales for the first quarter ended September 30, 2005 increased by $7,530,000, or 12.4%, from the comparable quarter of the prior year. Cost of sales as a percentage of net sales was 77.6% for the quarter ended September 30, 2005, a slight increase from the 77.0% recorded for the same period last year. Selling, general and administrative expenses increased by $613,000 from the prior year, but decreased as a percentage of net sales to 14.1% compared to 14.8% last year.
The Company includes product costs, inbound freight, purchasing, receiving, inspection, internal transfer, warehousing and other costs of the Company’s distribution network in cost of goods sold, thereby reducing gross profit by these amounts. Cost of sales and gross profit as a percent of sales for the Company may not be comparable to those of other companies in our industry since other entities may record purchasing, warehousing and distribution costs as selling, general and administrative expense.
The contribution to these results by each segment is discussed below.
9
Commercial Products
Sales of the Commercial Products Group increased $1,099,000, or 3.7%, for the quarter ended September 30, 2005 compared to the same period last year. Whereas the prior year’s quarter benefited from sales of several large projects, the current year increase in sales is mainly attributable to greater geographic market penetration coupled with increased sales prices.
Cost of sales as a percentage of sales was 75.4% for the current quarter versus 76.4% for the same period last year. Although experiencing higher aluminum costs, this group was able to maintain material cost percentages compared to the same period last year and achieved slightly lower labor and overhead costs, and cost percentages, due to cost-containment efforts coupled with increased sales prices.
Selling, general and administrative expenses increased $238,000 for the current quarter and as a percentage of sales increased to 12.0% for the current quarter compared to 11.6% for the same period last year. The increased expenses principally relate to $220,000 of additional employment and sales representation costs.
Residential Products
Sales of the Residential Products Group increased $4,115,000, or 22.3%, for the quarter ended September 30, 2005 compared to the same period last year. New home construction, resales of existing homes and home improvement spending in the areas served by this group continue to stimulate customer demand. New product development and aggressive promotional programs have also contributed to the increase.
Cost of sales as a percentage of sales was relatively unchanged at 69.6% for the current quarter versus 70.1% for the same period last year. Labor and overhead efficiencies from the higher volume were partially offset by higher labor costs incurred for overtime and temporary help in order to meet on-time delivery commitments.
Selling, general and administrative expenses decreased $70,000 for the current quarter and as a percentage of sales decreased to 10.5% for the current quarter compared to 13.1% for the same period last year. This decrease reflects decreased costs of $276,000 in the current quarter for retrospective workers’ compensation and general liability insurance policies. Partially offsetting this decrease was an increase of $199,000 for additional employment costs related to the increase in sales and achievement of incentive compensation targets.
Aluminum Extrusion
Sales of the Aluminum Extrusion Group increased $2,316,000, or 18.9%, for the quarter ended September 30, 2005 compared to the same period last year. During the current quarter the group benefited from an increase in sales prices, along with a 13.1% increase in net tonnage shipped, particularly in the area served by our Texas facility, whose 37.8% increase was partially offset by a decrease at our California facility.
Cost of sales as a percentage of sales for the Group was 97.4% for the current quarter compared to 95.8% for the same period last year. A combination of factors contributed to these results. Cost of sales as a
10
percentage of sales at our California facility increased during the current quarter compared to the same period last year. Material cost was relatively unchanged from the prior year period, as we were able to increase sales prices in the area served by this facility commensurate with the increased cost of aluminum. Higher-than-expected labor and overhead costs, notably overtime, temporary help and maintenance, caused labor and overhead cost percentages to increase compared to the same period last year. Cost of sales as a percentage of sales at our Texas facility also increased during the current quarter compared to the same period last year. Due to the highly competitive marketplace, sales prices were increased directly in line with the increased cost of aluminum, resulting in increased material cost percentages. Partially offsetting this increase were decreased labor and overhead cost percentages due to the increased sales prices and production efficiencies gained from their higher total tonnage output, including intercompany customers.
Selling, general and administrative expenses increased $267,000 for the current quarter and as a percentage of sales increased to 3.6% for the current quarter compared to 3.0% for the same period last year. This increase reflects $132,000 for additional employment costs and $130,000 for retrospective workers’ compensation and general liability insurance policies.
Corporate
General and administrative expenses increased $178,000 for the quarter ended September 30, 2005 compared to the same period last year, although as a percentage of consolidated net sales was virtually unchanged at 3.5% for the current quarter compared to 3.6% last year. The increase reflects charges of $135,000 for consulting services related to complying with the internal control provisions of the Sarbanes-Oxley legislation.
The increase in net interest income compared to the prior year’s quarter resulted from increased funds available for investment combined with higher rates of return.
The effective tax rate for the three months ended September 30, 2005 was 37.8% as compared to 39.1% in the comparable period of the prior year. The decrease is primarily attributable to the Domestic Manufacturers Deduction available as a result of the enactment of recent Federal tax legislation.
Liquidity and Capital Resources
Working capital at September 30, 2005 stood at $80,574,000, an increase of $3,020,000 from June 30, 2005. The ratio of current assets to current liabilities was 4.0, which was relatively unchanged from the beginning of the year.
The Company’s projected net capital expenditures for fiscal 2006 and related financing remain unchanged from those described in the June 30, 2005 Annual Report to Shareholders. The Company’s lines of credit also remain unchanged from those described in the June 30, 2005 Annual Report to Shareholders.
11
Recent Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151, “Inventory Costs” (SFAS 151), which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS 151 is effective for inventory costs incurred beginning July 1, 2005. Upon adoption on July 1, 2005 SFAS 151 did not have a material impact on our financial statements.
In December 2004, the FASB issued SFAS No. 123R (revised 2004), “Share-Based Payment”, which replaced SFAS No. 123 and superseded APB Opinion No. 25. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values in the first interim or annual period beginning after June 15, 2005. The pro forma disclosures previously permitted under SFAS No. 123 will no longer be an alternative to financial statement recognition. The adoption of SFAS 123R had no impact on our financial statements, as all outstanding options were fully vested prior to the periods presented.
In March 2005, the FASB issued Financial Interpretation No. 47 (FIN 47), “Accounting for Conditional Asset Retirement Obligations”. FIN 47 is an interpretation of FASB Statement No. 143, “Accounting for Asset Retirement Obligations” and clarifies (i) that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated and (ii) when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. Upon adoption on July 1, 2005 FIN 47 did not have a material impact on our financial statements.
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. The principal important risk factors and uncertainties include, but are not limited to, changes in general economic conditions, material prices, labor costs, interest rates, and other adverse changes in general economic conditions, consumer confidence, competition, currency exchange rates as they affect our Canadian operations, environmental factors, unanticipated legal proceedings, and conditions in the commercial and residential construction markets. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Fluctuating foreign exchange rates and commodity pricing may impact our earnings. Our foreign exchange exposure is related to activities associated with our Canadian subsidiaries. We do not attempt to manage these risks by entering into forward exchange contracts, forward commodity delivery agreements or otherwise.
12
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under SEC rules, the Company is required to maintain disclosure controls and procedures designed to ensure that information required by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As part of the Company’s system of disclosure controls and procedures, we have created a Disclosure Committee, which consists of certain members of the Company’s senior management. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including the chief executive officer, chief financial officer and other members of the Disclosure Committee, as appropriate to allow timely decisions regarding required disclosure.
The Company has carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. The Company’s management, including the Company’s Disclosure Committee and its chief executive officer and chief financial officer, supervised and participated in the evaluation. Based on the evaluation, the chief executive officer and the chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control Over Financial Reporting
The Company’s evaluation of its internal control over financial reporting during the fiscal quarter to which this report relates identified no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
13
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 Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
| 32.1 | Certification of the Chief Executive Officer and 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 |
| | | | | | |
| | July 11, 2005 | | Reporting on entering into a material definitive agreement relating to compensation arrangements with the Chairman of the Board of Directors. |
| | | | | | |
| | August 18, 2005 | | Press release issued announcing the Company’s financial results for the fourth quarter and fiscal year ended June 30, 2005 and dividend declaration. |
| | | | | | |
14
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: | November 7, 2005 | | MITCHELL K. FOGELMAN |
| | Mitchell K. Fogelman |
| | Senior Vice President—Finance |
| | (Principal Financial Officer) |
| | |
| | |
| | |
| | |
Date: | November 7, 2005 | | MICHAEL J. NORRING |
| | Michael J. Norring |
| | Controller |
| | (Principal Accounting Officer) |
| | |
15
INDEX TO EXHIBITS
| | | | Page |
31.1 | | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 17 |
| | | | |
31.2 | | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 18 |
| | | | |
32.1 | | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 19 |
16
