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 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 - PART I INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Unaudited Audited Assets March 31, 2000 June 30, 1999 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. - 3 - Unaudited INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Nine Months Ended March 31, March 31, 2000 1999 2000 1999 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. - 4 - Unaudited INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended March 31, 2000 1999 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. - 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 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. Balance Sheet Components March 31, 2000 June 30, 1999 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 - 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 Ended Nine Months Ended March 31, March 31, 2000 1999 2000 1999 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 - 7 - 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: Three Months Ended Nine Months Ended March 31, March 31, 2000 1999 2000 1999 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 - 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 - 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 - 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 - 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 -