SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1995 Commission File Number 1-7256
INTERNATIONAL ALUMINUM CORPORATION
(Exact name of Registrant as specified in its charter)
California 95-2385235
(Incorporation) (I.R.S. Employer No.)
767 Monterey Pass Road
Monterey Park, California 91754
(213) 264-1670
(Principal executive office)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Names of Exchanges on Which Registered
Common Stock ($1.00 Par Value) New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
At September 6, 1995 there were 4,254,064 shares of Registrant's Common Stock
outstanding. The aggregate market value of shares held by non-affiliates was
$74,081,535 based on the Composite Tape closing price on that date.
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Annual Report to Shareholders for fiscal year ended June 30, 1995
is incorporated by reference into Parts I and II.
Registrant's Proxy Statement dated September 22, 1995 for the Annual Meeting of
Shareholders to be held on October 26, 1995 is incorporated by reference, other
than the performance graph and Compensation Committee Report, into Part III.
PART I
ITEM 1. BUSINESS
a. GENERAL DEVELOPMENT OF BUSINESS
International Aluminum Corporation is an integrated
manufacturer and supplier of a broad line of quality aluminum,
wood, vinyl and glass products. The Company was incorporated in
California in 1963 as successor to an aluminum fabricating
business begun in 1957 and maintains its executive offices at 767
Monterey Pass Road, Monterey Park, California 91754. The
Company's telephone number is (213) 264-1670. Reference to the
"Registrant", "International Aluminum Corporation" or the
"Company" includes International Aluminum Corporation and its
subsidiaries unless the context indicates otherwise.
b. INDUSTRY SEGMENTS, LINES OF BUSINESS AND CLASSES OF PRODUCTS
This information is included on pages 4 and 13 respectively,
of the Registrant's 1995 Annual Report to Shareholders and is
hereby incorporated by reference.
c. NARRATIVE DESCRIPTION OF BUSINESS
Processes and Products
Building Products
Residential. Residential products are fabricated from
aluminum, wood and vinyl into a broad line of horizontal sliding
windows, vertical sliding windows, casement windows, garden
windows, bay and bow windows, special configuration windows,
louvre windows, patio doors, tub enclosures, shower doors,
wardrobe mirror doors and related products. These products are
used in new residential construction and in remodeling, home
improvement and replacement.
Commercial. Commercial products are fabricated from aluminum
into curtain walls, window walls, storefront framing, entrance
doors and frames, interior doors and frames and interior wall
systems. These products are utilized in varying combinations to
produce systems used for office and commercial construction,
remodeling and tenant improvement applications.
Aluminum Extrusions. In the extrusion process, heated
aluminum billets are hydraulically forced through steel dies to
produce a piece of metal of the desired length and cross-section
shape. The extrusions are then cut and, when requested, anodized
or painted in a variety of finishes in the Company's anodizing
and painting departments.
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The Company currently has five extrusion presses at its
Alhambra, California plant and three presses at its plant in
Waxahachie, Texas.
Aluminum extrusions produced by the Company are used in
fabricating substantially all of its other aluminum products.
In addition, during fiscal 1995 approximately 54% of the
extrusions produced were sold to users in its own or other
industries, including manufacturers of fixtures, electronic
equipment, fitness products, sailboats, skylights and truck
bodies. The Company furnishes design services to assist its
customers in developing or better utilizing custom extrusions.
Glass Products
This product group shapes, bends, bevels, etches, polishes
and tempers bulk flat glass. The fabricated glass is primarily
utilized in the Company's store display systems and in its glass
furniture lines. Glass is also processed to customer
specifications for incorporation into their end products, which
include residential, patio and office furniture, truck and
recreational vehicle windows, light fixtures and appliances.
Sales and Distribution
The Company markets its residential and commercial building
products primarily to independent dealers and distributors, with
whom the Company has no long-term contracts. Aluminum extrusions
are marketed principally by direct sales to other manufacturers,
some of which produce aluminum products of the Company's design.
The Company's glass products are marketed to manufacturers,
distributors and retailers.
Each of the Company's subsidiaries has its own administrative
and sales organizations. Sales are made largely in the United
States and Europe.
No customer accounted for more than 5% of net sales in 1995,
and no material part of the business is dependent upon a single
customer or a few customers, the loss of any one or more of whom
would have a materially adverse effect on the business of the
Company. The Company does business on a current basis and has
no significant backlog of unfilled firm orders.
Materials
The Company purchases its aluminum ingot requirements from
primary aluminum producers or spot metal brokers. Although
increased worldwide demand produces periods of tight supply of
aluminum ingot and scrap, the Company has had satisfactory
experience to date in obtaining sufficient raw materials to meet
its requirements and does not anticipate material shortages which
would significantly hamper its operations.
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Flat glass is purchased from domestic glass manufacturers.
The Company has had satisfactory experience to date in obtaining
sufficient glass to meet its requirements.
The Company produces the aluminum extrusions used in the
products it manufactures and sells. Wood, vinyl, hardware,
fasteners and screening are purchased from outside sources.
Seasonality
Sales of products designed for residential and commercial
applications are subject to cyclical swings in new construction
and seasonal fluctuations due to reduced construction activity
in some marketing areas during the winter months (second and
third quarters).
Working Capital
To maintain an adequate supply of aluminum to meet customer
delivery requirements and to assure itself of a continuous
allotment of materials from its suppliers, the Company at times
carries a significant inventory of aluminum ingot. Depending on
price and availability, bulk quantities of ingot are purchased
from either primary aluminum producers or from spot metal
brokers.
The Company does not believe there are any abnormal working
capital requirements associated with any of its product groups
as merchandise is normally produced for specific customer orders
or shipped from inventory and as a general practice extended
payment terms are not granted to customers.
Patents
The Company has no material patents, either issued or
pending, and is not a party to any significant licensing
agreements.
Competition and Risk
The business of International Aluminum is highly competitive.
Competition in all product lines is on the basis of price,
service and product quality. The manner and extent of such
competition depends on the product being marketed and the
relevant marketing area. In selling its residential products to
dealers and distributors, the Company faces competition primarily
from numerous fabricators. Several of the Company's major
competitors in selling commercial products and aluminum
extrusions are substantially larger, more diversified and have
greater resources than the Company.
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The Company anticipates that expansion of its product lines
may result in its competing with certain of its present
customers. While the Company cannot accurately predict the
effect, if any, that such development will have on its business,
the Company anticipates no material adverse effect.
Since a substantial portion of the Company's business is
connected with residential and commercial building construction,
any significant decrease in new or remodeling construction could
adversely affect revenues. Experience has shown that high
interest rates for construction financing and residential
mortgage and home improvement loans may adversely affect
revenues.
Environmental Controls
The Company's domestic aluminum extrusion, anodizing,
painting and manufacturing facilities are subject to water and
air pollution control standards mandated by federal, state and
local law. While the Company anticipates no material capital
expenditures to meet established environmental quality control
standards, there can be no assurance that more stringent
standards will not be established which might require such
expenditures.
Employees
As of June 30, 1995, the Company had approximately 1,900
full-time employees.
d. FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
The information concerning sales, net income and identifiable
assets of foreign and domestic operations for fiscal years 1995,
1994 and 1993 is set forth in Note 10 to the consolidated
financial statements included on page 13 of the Company's 1995
Annual Report incorporated herein by reference.
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ITEM 2. PROPERTIES
The following table sets forth information concerning the
location, size and use of the Company's present facilities:
Square
Location Feet (1) Use
Building Products:
Alhambra, California 221,000 Aluminum extrusions,
foundry & finishing
Waxahachie, Texas 273,000 Aluminum extrusions,
foundry & finishing
South Gate, California 189,000 Residential products
Hayward, California 103,000 Residential products
Phoenix, Arizona 100,000 Residential products
Riverside, California 67,000 Residential products
Vernon, California 134,000 Commercial products
Seattle, Washington 15,000(L) Commercial products
Bedford Park, Illinois 81,000 Commercial products
Boston, Massachusetts 21,000(L) Commercial products
Waxahachie, Texas 134,000 Commercial products
Denver, Colorado 16,000(L) Commercial products
Rock Hill, South Carolina 74,000(E) Commercial products
Atlanta, Georgia 18,000(L) Commercial products
Bridgeport, New Jersey 11,000(L) Commercial products
Houston, Texas 57,000 Commercial products
Dallas, Texas 15,000 Commercial products
Waxahachie, Texas 60,000 Commercial products
Amsterdam, The Netherlands 165,000 Commercial and
residential products
Glass Products:
South Gate, California 86,000(L) Glass fabrication
Rock Hill, South Carolina 84,000(E) Glass fabrication
Administration:
Monterey Park, California 19,000(L) Executive offices
<FN>
______________________
(1) Includes manufacturing, warehouse and office space; excludes
construction in process, parking and yard storage space.
(E) Indicates encumberment of real property.
(L) Indicates leased premises.
Of the 1,943,000 square feet exhibited above, 1,757,000 square
feet are owned by the Company. The balance of 186,000 square feet
is leased under agreements expiring at various dates. The Company
believes that its facilities are adequate for anticipated levels of
operations.
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ITEM 3. LEGAL PROCEEDINGS
The Company has litigation pending, both offensive and
defensive, arising from the conduct of its business, none of
which are expected to have any material effect on the Company's
financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters have been submitted to a vote of security holders
which are required to be reported under the instructions to this
item.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The market and dividend information is included on pages 14
and 16 of the Company's 1995 Annual Report to Shareholders and
is incorporated herein by reference.
There are no restrictions of future cash dividends.
There were approximately 600 shareholders of record of the
Company's common stock at June 30, 1995.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data pertaining to the Company for the
last five years is set forth on page 4 of the Company's 1995
Annual Report to Shareholders and is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This information is set forth on pages 2 through 5 of the
Company's 1995 Annual Report to Shareholders and is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Part IV, Item 14.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements which are required to be
reported under the instructions to this item.
PART III
The information required under Part III is contained in the
Company's Proxy Statement for the Annual Meeting of Shareholders
to be held October 26, 1995, which information is incorporated
herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Page
(a) 1. Financial Statements
Consolidated Financial Statements (See Note):
Balance sheets - June 30, 1995 and 1994
Statements for the three years ended June 30, 1995 -
Income
Shareholders' equity
Cash flows
Notes to consolidated financial statements
2. Financial Statement Schedules
Report of Independent Accountants on Financial
Statement Schedules F-1
Schedule for the three years ended June 30, 1995 -
II Valuation and qualifying accounts F-2
3. Exhibits
3. Articles of incorporation and by-laws. This information is set
forth as Exhibits 2.2 and 2.3 to the September 9, 1977 Registration
Statement on Form S-7, and was amended by Proxy Statements dated
September 26, 1978 and September 21, 1988 furnished to shareholders
in connection with the related Annual Meeting of Shareholders held
on October 26, 1978 and October 27, 1988, respectively. These
documents were filed by the Registrant with the Securities and
Exchange Commission and are incorporated herein by reference.
4. Instruments defining the rights of security holders, including
indentures. This information is set forth on page 10 of the August
1, 1968 Registration Statement on Form S-1, as amended, filed by the
Registrant with the Securities and Exchange Commission and is
incorporated herein by reference.
13. Annual report to security holders, Form 10-Q or quarterly
report to security holders.
22. Subsidiaries of the registrant.
23. Consent of Price Waterhouse LLP (included on page F-1 herein).
27. Financial Data Schedule
(b) No reports on Form 8-K were required to be filed during the last
quarter of 1995.
NOTE: The consolidated statements referred to above are included in the
1995 Annual Report to Shareholders and are incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.
INTERNATIONAL ALUMINUM CORPORATION
Date: September 21, 1995 By: DAVID C. TREINEN
David C. Treinen
Senior Vice President-Finance and
Administration; Secretary and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
CORNELIUS C. VANDERSTAR Chairman of the Board and September 21, 1995
Cornelius C. Vanderstar Chief Executive Officer
JOHN P. CUNNINGHAM Director; President and September 21, 1995
John P. Cunningham Chief Operating Officer
DAVID C. TREINEN Director; Senior Vice September 21, 1995
David C. Treinen President-Finance and
Administration; Secretary
and Chief Financial Officer
MITCHELL K. FOGELMAN Vice President-Controller; September 21, 1995
Mitchell K. Fogelman Asst. Vice President-Finance
and Chief Accounting Officer
HUGH E. CURRAN Director September 21, 1995
Hugh E. Curran
JOEL F. McINTYRE Director September 21, 1995
Joel F. McIntyre
ALEXANDER VAN DE POL Director September 21, 1995
Alexander van de Pol
DONALD J. WILLFONG Director September 21, 1995
Donald J. Willfong
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
International Aluminum Corporation
Our audits of the consolidated financial statements referred to
in our report dated August 17, 1995 appearing on page 15 of the
1995 Annual Report to Shareholders of International Aluminum
Corporation (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed
in Item 14(a)2 of this Form 10-K. In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
PRICE WATERHOUSE LLP
Los Angeles, California
August 17, 1995
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-57109) of
International Aluminum Corporation of our report dated August 17,
1995 appearing on page 15 of the Annual Report to Shareholders
which is incorporated in this Annual Report on Form 10-K. We
also consent to the incorporation by reference of our report on
the Financial Statement Schedule which appears on page F-1 of
this Form 10-K.
PRICE WATERHOUSE LLP
Los Angeles, California
September 21, 1995
F-1
INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For The Three Years Ended June 30, 1995
Balance at Amounts Amounts Balance at
Beginning Charged Written End
Description of Year to Income Off of Year
Reserves for
doubtful accounts
1995 $815,000 $376,000 $418,000 $773,000
1994 673,000 647,000 505,000 815,000
1993 669,000 766,000 762,000 673,000
F-2
INTERNATIONAL ALUMINUM CORPORATION
SUBSIDIARIES
The following is a list of the significant subsidiaries of the
Registrant and the jurisdiction under which each is organized. The
Company owns 100 percent of the voting securities of each such
subsidiary.
Jurisdiction of
Name of Subsidiary Organization
International Window Corporation California
International Extrusion Corporation California
United States Aluminum Corporation California
General Window Corporation* California
International California Glass Corporation California
United States Aluminum Corporation-Illinois California
International Window-Arizona, Inc. California
United States Aluminum Corporation-Texas Texas
International Extrusion Corporation-Texas California
United States Aluminum Corporation-Carolina California
International Carolina Glass Corporation California
Ragland Manufacturing Company, Inc. Texas
United States Aluminum Corporation-Northeast California
Maestro Products, Inc. California
Eland-Brandt, B.V. The Netherlands
______________________________________________
* dba International Window-Northern California
Exhibit 22