0000051103-95-000003.txt : 19950925 0000051103-95-000003.hdr.sgml : 19950925 ACCESSION NUMBER: 0000051103-95-000003 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950921 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL ALUMINUM CORP CENTRAL INDEX KEY: 0000051103 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 952385235 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07256 FILM NUMBER: 95575176 BUSINESS ADDRESS: STREET 1: 767 MONTEREY PASS RD CITY: MONTEREY PARK STATE: CA ZIP: 91754 BUSINESS PHONE: 2132641670 10-K 1 FORM 10-K FOR FISCAL YEAR ENDED JUNE 30, 1995 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. - 1 - 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. - 2 - 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. - 3 - 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. - 4 - 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 ______________________ (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.
- 5 - 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. - 6 - 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. - 7 - 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. - 8 - 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
- 9 - 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
EX-13 2 ANNUAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 1995 1995 ANNUAL REPORT INTERNATIONAL ALUMINUM CORPORATION COMPANY PROFILE INTERNATIONAL ALUMINUM CORPORATION is an integrated manufacturer and supplier of a broad line of quality aluminum, wood, vinyl and glass products. The Company is headquartered in Monterey Park, California and has approximately 1,900 employees. Operations are conducted through fourteen domestic subsidiaries and one international subsidiary. COMMERCIAL PRODUCTS - Curtain walls, window walls, storefront framing, entrance doors and frames, interior doors and frames and interior glazing systems. RESIDENTIAL PRODUCTS - Aluminum, wood, vinyl and composite products including horizontal sliding windows, vertical sliding windows, casement windows, garden windows, bay and bow windows, special configuration windows, louvre windows, patio doors, wardrobe mirror doors, tub enclosures and shower doors. ALUMINUM EXTRUSIONS - Mill finish, anodized, painted and fabricated extrusions. GLASS PRODUCTS - Innovative store display systems. Fabrication, tempering and etching of flat glass. Distinctive lines of glass furniture. TABLE OF CONTENTS Financial Highlights Letter to Shareholders Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated Financial Statements Notes to Consolidated Financial Statements Quarterly Stock Information Report of Independent Accountants Corporate Information List of Subsidiaries FINANCIAL HIGHLIGHTS Fiscal Years Ended June 30, 1995, 1994 and 1993
1995 1994 1993 Net sales $210,906,000 $174,773,000 $152,195,000 Income from operations $ 22,034,000 $ 11,128,000 $ 4,148,000 Net income $ 13,502,000 $ 8,795,000 $ 3,602,000 Per Share Data: Net income $3.18 $2.08 $ .85 Dividends $1.00 $1.00 $1.00 Stock Information At Year End: Book value $26.75 $24.45 $23.44 Stock price $31 3/4 $24 1/8 $23 1/4 Price-Earnings ratio 10.0 11.6 27.4
TO OUR SHAREHOLDERS Taken as a whole, fiscal 1995 reflected a continuation of the accelerated improvement begun in 1994. Construction activity and resultant market demand for our products continued to improve throughout the United States with the notable exception of our home markets in California. Our stated 1995 goal of returning our California residential operations to their prior levels of income contribution was not met. This was due in large measure to the continuation of sluggish homebuilding activity as well as an accelerating market trend away from aluminum window and door products in favor of other materials. Notwithstanding the above, 1995 was all in all a good year. On a sales increase of 21 percent, our pretax income from operations essentially doubled from $11.1 million to $22.0 million. As you may recall, last year's reported net income was inflated from $1.74 per share to $2.08 by the adoption of a mandated accounting change. Improved performances from both our California and Texas aluminum extrusion and finishing plants made a major contribution to increased consolidated income. For most of the year, both operated at near capacity and benefited from a runup in aluminum ingot prices which allowed eroded margins to be largely restored. In anticipation of continued growth, we have made an additional investment in Texas of nearly $5 million for a fourth extrusion press with state of the art handling equipment, additional plant and a complete rebuilding of our older anodizing line. The resurgence of our Commercial Products Group, particularly in the East, continued during the past year. In addition to our four manufacturing plants, we now have five satellite storefront warehouse facilities in place, another in the process of opening and two more planned for the coming year. A major reason for the added investment at our extrusion plant in Texas is to enable us to handle the anticipated increase in volume generated by U.S. Aluminum's more complete geographical coverage. As mentioned earlier, the lackluster recovery of our two California residential products plants is a major concern. We have made some significant organizational changes and are on the threshold of several product line introductions in order to better cope with rapidly changing customer demands in our residential markets. We are making major investments in automated vinyl window and door manufacturing equipment and will shortly be entering the market in both northern and southern California with the intention of becoming the foremost supplier of not only aluminum products but vinyl as well. Results posted by our two glass fabricating companies were mixed. International California Glass again showed marked improvement from last year. However, its sister company in South Carolina, while still profitable, was down in both sales volume and income. California has succeeded in redirecting its market efforts more rapidly toward the display industry than has Carolina which has historically been far more dependent on furniture. Even though its venture with Mitsubishi Kasei into the "clean room" business turned out to be far less than a success, Ragland Manufacturing in Houston posted both increased sales and improved earnings from its core business of supplying commercial interior door frames and wall systems. We are presently considering several options to broaden the scope of its activities in the office interior market. Due primarily to a sharp decline in volume from what had been a major customer in the Far East, our overall export volume was down the past year. Also the financial debacle in Mexico effectively halted what had been a growing volume of business from that country. Eland-Brandt in Amsterdam had yet another poor year. We are presently weighing our alternatives relative to our continued involvement in the European market. The Company's financial condition remains stronger than ever. At yearend, shareholders' equity had increased to $113.8 million while working capital stood at $68.4 million. Long-term debt had declined to only $542,000 and our current ratio was a healthy 4.6 to 1. Capital investment was particularly heavy this past twelve months and totalled nearly $12 million. Major expenditures included the previously mentioned $5 million at our Texas extrusion plant, the construction of a new 100,000 square foot plant for International Window-Arizona and the purchase of a 70,000 square foot manufacturing facility for Maestro Products. CORNELIUS C. VANDERSTAR JOHN P. CUNNINGHAM Cornelius C. Vanderstar John P. Cunningham Chairman President September 1, 1995 SELECTED FINANCIAL DATA
Year Ended June 30 1995 1994 1993 1992 1991 Sales and Earnings - Building products Commercial $ 87,002,000 $ 66,843,000 $ 60,340,000 $ 62,179,000 $ 73,552,000 Residential 53,108,000 52,081,000 49,308,000 52,696,000 55,749,000 Extrusions 53,747,000 38,616,000 28,585,000 28,963,000 30,397,000 193,857,000 157,540,000 138,233,000 143,838,000 159,698,000 Glass products 17,049,000 17,233,000 13,962,000 14,485,000 14,657,000 Total net sales $210,906,000 $174,773,000 $152,195,000 $158,323,000 $174,355,000 Income before accounting change $ 13,502,000 $ 7,365,000 $ 3,602,000 $ 876,000 $ 6,243,000 Accounting change 1,430,000 Net income $ 13,502,000 $ 8,795,000 $ 3,602,000 $ 876,000 $ 6,243,000 Per share: Income before accounting change $3.18 $1.74 $ .85 $ .21 $1.46 Accounting change .34 Net income $3.18 $2.08 $ .85 $ .21 $1.46 Dividends declared $1.00 $1.00 $1.00 $1.00 $1.00 Average shares outstanding 4,240,371 4,226,733 4,219,401 4,211,372 4,269,819 Financial Data at Year End - Working capital $ 68,395,000 $ 63,452,000 $ 61,447,000 $ 61,044,000 $ 61,655,000 Total assets 138,104,000 129,030,000 123,938,000 122,286,000 129,377,000 Long-term debt 542,000 1,103,000 1,665,000 2,226,000 2,787,000 Shareholders' equity 113,771,000 103,435,000 98,947,000 99,427,000 102,188,000
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Significant Changes in Results of Operations 1995 vs. 1994 Net sales for fiscal 1995 increased by $36,133,000 or 20.7% from net sales of fiscal 1994. The entire increase results from increased domestic sales activity where significant increases were posted by the Commercial Products Group and the Aluminum Extrusion Group. Sales of commercial products increased 30.1% reflecting the increased demand for the Company's products in the southwestern and eastern regions of the United States. The Aluminum Extrusion Group sales increased 39.2% reflecting both significantly higher selling prices related to the dramatic rise in aluminum costs and substantially increased volume of sales into the southwestern states marketing area. Cost of sales decreased to 67.8% of sales in 1995 as compared with 70.8% in 1994. This decrease is primarily attributable to decreases in labor and overhead cost percentages in the Aluminum Extrusion Group resulting from rising prices and increased volume. These increases were offset during the second half of the year by increased material costs. Selling, general and administrative expenses were 21.8% of sales in 1995 as compared with 22.8% in 1994. Expenses in the current year have risen by $6,010,000 primarily associated with the increased volumes of business. The increase in investment income relates to increases in the market values of interest rate sensitive securities during the year. 1994 vs. 1993 Fiscal year 1994 net sales increased by $22,578,000 or 14.8% from the fiscal year 1993 level. This increase is comprised of a $24,165,000 increase in domestic sales which was offset by a $1,587,000 decrease in foreign sales. The domestic sales increase reflects improvements posted by each of the Company's domestic product groups. The most significant domestic increases were posted by the Aluminum Extrusion Group and the Commercial Products Group which reflect the upswing in activity in the manufacturing and commercial construction segments of the economy. Gross profit was 29.2% of sales in 1994 as compared with 27.9% in 1993, primarily reflecting the production cost efficiencies in the Aluminum Extrusion and Commercial Products lines resulting from significantly increased volume. This increase was offset by increases in production costs at the two California residential products companies necessitated by the introduction of a new line of more energy efficient products required to meet stringent energy standards mandated by the California Energy Commission. Selling, general and administrative expenses were 22.8% of sales in 1994 as compared with 25.2% in 1993. Expenses in the current year have risen by $1,548,000 primarily due to additional distribution costs associated with the increased volumes of business. The decrease in investment income relates to significant decreases in the market values of interest rate sensitive securities during the year. Inflation Because the Company's products are predominately made-to-order, the impact of inflation on operating results is typically not significant. The Company attempts to alleviate inflationary pressures by increasing selling prices to help offset rising costs (subject to competitive conditions), increasing productivity and improving design. Liquidity and Capital Resources Working capital at June 30, 1995 was $68,395,000, an increase of $4,943,000 over the June 30, 1994 level and an increase of $6,948,000 over the June 30, 1993 level. The ratio of current assets to current liabilities was 4.6 at the end of 1995 compared to 4.2 at the end of 1994 and 4.6 at the end of 1993. The Company continues to be in excellent position to meet its short-term operating and discretionary cash requirements. Funds in excess of current operating requirements are invested in marketable securities and short-term interest-bearing instruments. Capital expenditures for property, plant and equipment of approximately $11,886,000 in 1995, $4,559,000 in 1994 and $3,479,000 in 1993 were financed through internal cash flow. The Company's projected capital expenditures for fiscal 1996 include $3,000,000 for scheduled expansion of production capacity in addition to the normal annual expenditures for replacement items. The Company anticipates financing these expenditures through internal cash flow. The Company had $10,000,000 in available credit at the end of 1995 under a short-term borrowing arrangement with a bank. The Company's financial condition remains strong. The Company believes that its cash, other liquid assets, operating cash flows and borrowing capacity taken together provide more than adequate resources to fund ongoing operating requirements and future capital expenditures related to the expansion of existing businesses. CONSOLIDATED BALANCE SHEETS June 30, 1995 and 1994
Assets 1995 1994 Current assets: Cash and cash equivalents $ 3,550,000 $ 6,413,000 Investments 2,213,000 9,287,000 Accounts receivable, less reserve of $773,000 in 1995 and $815,000 in 1994 34,877,000 34,715,000 Unbilled receivables 1,222,000 1,055,000 Inventories 41,773,000 28,741,000 Prepaid expenses 2,060,000 1,580,000 Future income tax benefits 1,596,000 1,326,000 Total current assets 87,291,000 83,117,000 Property, plant and equipment, at cost: Land 8,195,000 7,252,000 Buildings and improvements 29,374,000 27,915,000 Machinery and equipment 56,080,000 52,754,000 Construction in process 3,763,000 97,412,000 87,921,000 Accumulated depreciation (52,567,000) (48,133,000) 44,845,000 39,788,000 Other assets: Costs in excess of net assets of purchased businesses 4,839,000 4,972,000 Other 1,129,000 1,153,000 5,968,000 6,125,000 $138,104,000 $129,030,000 See accompanying notes to consolidated financial statements. /TABLE CONSOLIDATED BALANCE SHEETS June 30, 1995 and 1994
Liabilities and Shareholders' Equity 1995 1994 Current liabilities: Accounts payable $ 7,820,000 $ 8,449,000 Accrued liabilities 9,555,000 8,877,000 Current portion of long-term debt 423,000 562,000 Income taxes payable 1,098,000 1,777,000 Total current liabilities 18,896,000 19,665,000 Long-term debt 542,000 1,103,000 Other liabilities: Deferred income taxes 4,496,000 4,466,000 Other 399,000 361,000 4,895,000 4,827,000 Commitments (Note 7) Shareholders' equity: Capital Stock - Preferred, $10.00 par value - Authorized - 500,000 shares Outstanding - none Common, $1.00 par value - Authorized - 10,000,000 shares Outstanding - 4,252,789 shares in 1995 and 4,230,780 shares in 1994 4,726,000 4,704,000 Paid-in capital 3,612,000 3,359,000 Retained earnings, including cumulative translation adjustment of $3,029,000 in 1995 and $2,228,000 in 1994 105,433,000 95,372,000 113,771,000 103,435,000 $138,104,000 $129,030,000
CONSOLIDATED STATEMENTS OF INCOME For the years ended June 30, 1995, 1994 and 1993
1995 1994 1993 Net sales $210,906,000 $174,773,000 $152,195,000 Cost of sales 142,942,000 123,725,000 109,675,000 Gross profit 67,964,000 51,048,000 42,520,000 Selling, general and administrative expenses 45,930,000 39,920,000 38,372,000 Income from operations 22,034,000 11,128,000 4,148,000 Investment income 580,000 479,000 1,428,000 Interest expense ( 92,000) (102,000) (134,000) Income before income taxes and cumulative effect of accounting change 22,522,000 11,505,000 5,442,000 Provision for income taxes 9,020,000 4,140,000 1,840,000 Income before cumulative effect of accounting change 13,502,000 7,365,000 3,602,000 Cumulative effect of accounting change for income taxes 1,430,000 Net income $ 13,502,000 $ 8,795,000 $ 3,602,000 Earnings per share: Income before cumulative effect of accounting change $3.18 $1.74 $ .85 Cumulative effect of accounting change .34 Net income $3.18 $2.08 $ .85 /TABLE CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For the years ended June 30, 1995, 1994 and 1993
Common Stock Number Paid-in Retained of Shares Amount Capital Earnings Total Balance, June 30, 1992 4,218,423 $4,692,000 $3,207,000 $ 91,528,000 $ 99,427,000 Exercise of stock options 2,040 2,000 23,000 25,000 Translation adjustment 113,000 113,000 Cash dividends (4,220,000) (4,220,000) Net income 3,602,000 3,602,000 Balance, June 30, 1993 4,220,463 4,694,000 3,230,000 91,023,000 98,947,000 Exercise of stock options 10,317 10,000 129,000 139,000 Translation adjustment (218,000) (218,000) Cash dividends (4,228,000) (4,228,000) Net income 8,795,000 8,795,000 Balance, June 30, 1994 4,230,780 4,704,000 3,359,000 95,372,000 103,435,000 Exercise of stock options 22,009 22,000 253,000 275,000 Translation adjustment 801,000 801,000 Cash dividends (4,242,000) (4,242,000) Net income 13,502,000 13,502,000 Balance, June 30, 1995 4,252,789 $4,726,000 $3,612,000 $105,433,000 $113,771,000 See accompanying notes to consolidated financial statements. /TABLE CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended June 30, 1995, 1994 and 1993
1995 1994 1993 Cash flows from operating activities: Net income $13,502,000 $ 8,795,000 $ 3,602,000 Adjustments for noncash transactions: Depreciation and amortization 4,793,000 4,696,000 4,607,000 Change in deferred income taxes (240,000) (699,000) (94,000) Change in accounting for income taxes (1,430,000) Changes in assets and liabilities: Receivables 261,000 (4,883,000) 743,000 Inventories (12,844,000) (2,846,000) (1,552,000) Prepaid expenses and other (419,000) (1,020,000) 40,000 Accounts payable (859,000) 646,000 1,842,000 Accrued liabilities and other 539,000 221,000 1,265,000 Income taxes payable (670,000) 1,871,000 (293,000) Net cash provided by operating activities 4,063,000 5,351,000 10,160,000 Cash flows from investing activities: Capital expenditures (11,886,000) (4,559,000) (3,479,000) Proceeds from sales of capital assets 2,530,000 170,000 317,000 Changes in investments 7,074,000 (446,000) (2,760,000) Net cash used in investing activities (2,282,000) (4,835,000) (5,922,000) Cash flows from financing activities: Repayment of long-term debt (700,000) (422,000) (700,000) Exercise of stock options 275,000 139,000 25,000 Dividends paid to shareholders (4,242,000) (4,228,000) (4,220,000) Net cash used in financing activities (4,667,000) (4,511,000) (4,895,000) Effect of exchange rate changes on cash 23,000 (5,000) (100,000) Net change in cash and cash equivalents (2,863,000) (4,000,000) (757,000) Cash and cash equivalents at beginning of year 6,413,000 10,413,000 11,170,000 Cash and cash equivalents at end of year $ 3,550,000 $ 6,413,000 $10,413,000 See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Significant accounting policies and procedures - (a) Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and all its domestic and foreign subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. To expedite reporting, the Company follows the practice of consolidating its foreign subsidiary using a year ending one month prior to the June 30th year end of its domestic subsidiaries. (b) Cash, cash equivalents and investments Cash and cash equivalents include cash on hand and marketable securities with original maturities of three months or less. Investments include preferred stocks which are classified as trading securities but are not considered to be cash equivalents as they are susceptible to significant market value changes. Investment income includes unrealized holding gains/(losses) of $8,000 in 1995, ($581,000) in 1994 and $487,000 in 1993. (c) Long-term contracts Certain sales of the Company's Netherlands subsidiary, Eland- Brandt, B.V., are made under contracts covering extended periods of time. These contracts are accounted for by the percentage-of-completion method on the basis of total costs of shipments compared to total estimated costs. Costs and estimated earnings in excess of billings on uncompleted contracts are classified as "Unbilled receivables". It is anticipated that all such receivables will be collected within one year. (d) Inventories Inventories, stated at the lower of cost (first-in, first-out) or market, are summarized as follows: 1995 1994 Raw materials $31,002,000 $21,415,000 Work in process 3,463,000 2,332,000 Finished goods 7,308,000 4,994,000 $41,773,000 $28,741,000 (e) Depreciation and amortization policies Depreciation and amortization are provided over the estimated useful lives of the assets or the remaining terms of the leases, whichever is shorter, using the straight-line method for financial reporting purposes and accelerated methods for tax purposes. The excess of the purchase price over the underlying book value of the companies acquired is classified as "Costs in excess of net assets of purchased businesses." The related amounts of $6,095,000 are generally being amortized using the straight-line method over periods of up to forty years. Accumulated amortization totalled $1,256,000 at June 30, 1995 and $1,123,000 at June 30, 1994. Note 2. Earnings per common share - Earnings per share are based upon the weighted average number of common and common equivalent shares outstanding during the year. Common equivalent shares are excluded from the computation in the periods in which they have an antidilutive effect. Earnings per share have been computed based upon 4,240,371 shares in 1995, 4,226,733 shares in 1994 and 4,219,401 shares in 1993. Note 3. Statement of Cash Flows - Cash payments for interest were $181,000 in 1995, $81,000 in 1994 and $168,000 in 1993. Cash payments for income taxes were $9,876,000 in 1995, $2,957,000 in 1994 and $2,214,000 in 1993. Note 4. Short-term debt and line of credit - The Company has a loan agreement with a domestic bank providing for a $10,000,000 unsecured short-term line of credit at 55 basis points below the bank's prevailing prime interest rate (8.45 percent at June 30, 1995). There was no amount outstanding under the agreement at June 30, 1995. Note 5. Accrued liabilities - Components of accrued liabilities at June 30, 1995 and 1994 are: 1995 1994 Wages and compensated absences $4,515,000 $4,666,000 Taxes, other than income taxes 1,281,000 1,411,000 Insurance 1,151,000 752,000 Dividends 1,063,000 1,058,000 Other 1,545,000 990,000 $9,555,000 $8,877,000 Note 6. Long-term debt - Long-term debt consists primarily of an Industrial Development Revenue Bond that financed the development of two plant facilities in Rock Hill, South Carolina. The bond is secured by first mortgage liens on the two properties. Interest payments, at 73% of the floating prime rate, and principal installments of $138,000 are paid quarterly. Future payments due on the long-term debt total $423,000 for 1996 and $542,000 for 1997. Note 7. Commitments - The Company is committed under lease agreements expiring at various dates to 1998. Certain of the leases have renewal options for periods ranging from two to ten years and others provide for rent revisions at various dates. Under the leases the Company is obligated to pay property taxes, insurance and maintenance. All facility leases are classified as operating leases. Real property rental expense for the three years ended June 30, 1995 was $705,000 in 1995, $645,000 in 1994 and $606,000 in 1993. Real property rental commitments for the next three fiscal years are $666,000 in 1996, $613,000 in 1997 and $550,000 in 1998. Note 8. Stock options - At June 30, 1995 there were 543,414 common shares reserved and available for issuance to certain executive and managerial employees under the Company's Stock Option Plans. All options outstanding under the plans are immediately exercisable and expire in fiscal year 1998. At June 30, 1995 there were 43,414 incentive stock options outstanding. Payment upon exercise may be either cash or the delivery of Company common stock of equivalent value. Shares surrendered by optionees (7,253 shares in 1995 and 2,133 in 1994) are immediately retired. The transactions for shares under options for the two years ended June 30, 1995 were: Option price Number of per share shares Outstanding, June 30, 1993 $15.38 85,126 Exercised 15.38 (12,450) Outstanding, June 30, 1994 15.38 72,676 Exercised 15.38 (29,262) Outstanding, June 30, 1995 $15.38 43,414 Note 9. Income taxes - In July 1993, the Company adopted Statement of Financial Accounting Standards No. 109 (FAS 109), Accounting for Income Taxes. The adoption of FAS 109 changed the Company's method of accounting for income taxes from the deferral method to an asset and liability approach which requires the recognition of deferred tax liabilities and assets for the expected future consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities. As of July 1, 1993, the Company recorded a tax benefit of $1,430,000 or $.34 per share, which represented the net decrease to the deferred tax liability as of that date. This amount was reflected in fiscal year 1994 net income as the cumulative effect of a change in accounting principle. The components of income before United States and foreign income taxes are:
1995 1994 1993 Domestic $23,290,000 $12,210,000 $6,624,000 Foreign (768,000) (705,000) (1,182,000) $22,522,000 $11,505,000 $5,442,000 The provision for income taxes is comprised of the following: 1995 1994 1993 Current - Federal $ 8,055,000 $ 4,142,000 $1,978,000 State 1,205,000 770,000 333,000 Foreign (73,000) (377,000) 9,260,000 4,839,000 1,934,000 Deferred - Federal (220,000) (588,000) (70,000) State (20,000) (73,000) 20,000 Foreign (38,000) (44,000) (240,000) (699,000) (94,000) $ 9,020,000 $ 4,140,000 $1,840,000 A reconciliation between the provisions for income taxes, computed by applying the Federal statutory rate to income before taxes, and the book provisions for income taxes follows: 1995 1994 1993 Taxes on book income at statutory rate $ 7,883,000 $ 3,912,000 $1,850,000 Increases (decreases) resulting from: State income taxes, net of Federal income tax benefit 770,000 460,000 233,000 Dividend exclusion (98,000) (195,000) (134,000) Other 465,000 (37,000) (109,000) Provision for income taxes $ 9,020,000 $ 4,140,000 $1,840,000
Deferred income taxes result from temporary differences in the recognition of income and expenses for tax and financial statement purposes. The tax effects of the significant temporary differences which comprise the deferred tax assets and liabilities at yearend are as follows:
1995 1994 Accounts receivable $ 312,000 $ 316,000 Inventory 445,000 309,000 Accrued liabilities 653,000 623,000 Other 186,000 78,000 Net deferred tax asset $1,596,000 $1,326,000 Property, plant and equipment $4,387,000 $4,389,000 Other 109,000 77,000 Net deferred tax liability $4,496,000 $4,466,000 No provision for U.S. taxes has been made for undistributed earnings of foreign subsidiaries since it is expected that the major portion of such earnings will continue to be reinvested for an indefinite period of time.
Note 10. Segment and geographical information - The Company is a vertically integrated manufacturer of building products with international operations in The Netherlands.
Sales, net income and identifiable assets for domestic and foreign operations for the last three years are as follows: 1995 1994 1993 Sales: United States $199,114,000 $163,238,000 $139,073,000 Foreign 11,792,000 11,535,000 13,122,000 $210,906,000 $174,773,000 $152,195,000 Net income: United States $ 14,270,000 $ 9,390,000 $ 4,360,000 Foreign (768,000) (595,000) (758,000) $ 13,502,000 $ 8,795,000 $ 3,602,000 Identifiable assets: United States $129,934,000 $121,127,000 $114,799,000 Foreign 8,170,000 7,903,000 9,139,000 $138,104,000 $129,030,000 $123,938,000 The Company's equity investment in its consolidated foreign subsidiary was $5,288,000 at June 30, 1995.
Note 11. Unaudited quarterly financial information - Quarterly financial information for the fiscal years ended June 30, 1995 and 1994 is summarized as follows:
First Second Third Fourth Fiscal Quarter Quarter Quarter Quarter Year 1995 Net sales $51,763,000 $52,992,000 $53,966,000 $52,185,000 $210,906,000 Cost of sales 34,934,000 35,803,000 35,982,000 36,223,000 142,942,000 Net income 3,609,000 3,310,000 3,311,000 3,272,000 13,502,000 Earnings per share .85 .78 .78 .77 3.18 1994 Net sales $42,132,000 $44,539,000 $40,426,000 $47,676,000 $174,773,000 Cost of sales 30,853,000 32,281,000 27,857,000 32,734,000 123,725,000 Net income 2,629,000 1,526,000 1,528,000 3,112,000 8,795,000 Earnings per share .62 .36 .36 .74 2.08 During the first quarter of fiscal 1994, the Company adopted Statement of Financial Accounting Standards No. 109 - Accounting for Income Taxes which increased net income by $1,430,000 or $.34 per share. During the third quarter of fiscal 1994, the Company sold its International Aluminum, S. de R.L. de C.V. subsidiary. This operation, which was located in Tijuana, Mexico, was sold for its approximate net book carrying value.
QUARTERLY STOCK INFORMATION
1995 1994 High Low Dividend High Low Dividend First Quarter $29 5/8 $24 1/8 $ .25 $24 1/2 $22 1/8 $ .25 Second Quarter 31 1/4 27 .25 24 3/8 21 5/8 .25 Third Quarter 33 1/4 29 3/8 .25 28 23 5/8 .25 Fourth Quarter 36 3/4 31 3/4 .25 26 3/4 23 7/8 .25 Year $36 3/4 $24 1/8 $1.00 $28 $21 5/8 $1.00 /TABLE REPORT OF INDEPENDENT ACCOUNTANTS P PRICE WATERHOUSE LLP W To the Board of Directors and Shareholders of International Aluminum Corporation In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders' equity and cash flows present fairly, in all material respects, the financial position of International Aluminum Corporation and its subsidiaries at June 30, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. As discussed in Note 9 to the consolidated financial statements, the Company changed its method of accounting for income taxes during the year ended June 30, 1994. PRICE WATERHOUSE LLP 400 South Hope Street Los Angeles, CA 90071-2889 August 17, 1995 CORPORATE INFORMATION
DIRECTORS OFFICERS Cornelius C. Vanderstar John P. Cunningham Chairman of the Board President John P. Cunningham David C. Treinen Senior Vice President - Finance and David C. Treinen Administration; Secretary Hugh E. Curran Ronald L. Rudy Retired Vice President - Sales of Senior Vice President - Operations International Aluminum Corporation Mitchell K. Fogelman Joel F. McIntyre Vice President - Controller; Senior Partner in the Law Firm of Asst. Vice President - Finance McIntyre, Lubeck, Borges & Burns Michael S. Snodgrass Alexander van de Pol Vice President - Human Resources Retired President and Chairman of the Board of Roland A. Young Commonwealth Metals-Pacific Treasurer; Assistant Secretary Donald J. Willfong Executive Vice President of Sutro & Co. STOCK TRANSFER AGENT AND REGISTRAR Continental Stock Transfer & Trust Company 2 Broadway New York, N.Y. 10004 (212) 509-4000 ANNUAL SHAREHOLDERS MEETING STOCK EXCHANGE LISTINGS 2 p.m., Thursday, October 26, 1995 New York Stock Exchange International Aluminum Corporation Pacific Stock Exchange 767 Monterey Pass Road Trading Symbol - IAL Monterey Park, California 91754 /TABLE SUBSIDIARIES BY PRODUCT GROUP
COMMERCIAL - RESIDENTIAL - United States Aluminum Corporation International Window Corporation Vernon, California South Gate, California Seattle, Washington International Window-Northern California United States Aluminum Corporation-Illinois Hayward, California Bedford Park, Illinois Boston, Massachusetts International Window-Arizona, Inc. Phoenix, Arizona United States Aluminum Corporation-Texas Waxahachie, Texas Maestro Products, Inc. Denver, Colorado Riverside, California Houston, Texas Eland-Brandt, B.V. United States Aluminum Corporation-Carolina Amsterdam, The Netherlands Rock Hill, South Carolina Atlanta, Georgia United States Aluminum Corporation-Northeast Bridgeport, New Jersey Ragland Manufacturing Company, Inc. Houston, Texas Dallas, Texas Waxahachie, Texas ALUMINUM EXTRUSIONS - GLASS - International Extrusion Corporation International California Glass Corporation Alhambra, California South Gate, California International Extrusion Corporation-Texas International Carolina Glass Corporation Waxahachie, Texas Rock Hill, South Carolina
International Aluminum Corporation 767 Monterey Pass Road Monterey Park, California 91754 (213) 264-1670 EX-27 3 FINANCIAL DATA SCHEDULE FOR JUNE 30, 1995
5 1000 YEAR JUN-30-1995 JUN-30-1995 3550 2213 36099 0 41773 87291 97412 52567 138104 18896 542 8338 0 0 105433 138104 210906 210906 142942 188872 (488) 376 92 22522 9020 13502 0 0 0 13502 3.18 0