EX-13.1 2 a04-10569_1ex13d1.htm EX-13.1

Exhibit 13.1

 

INTERNATIONAL ALUMINUM CORPORATION

 

 

2004 Annual Report

 



 

COMPANY PROFILE

 

INTERNATIONAL ALUMINUM CORPORATION is an integrated building products manufacturer of diversified lines of quality aluminum and vinyl products. The Company is headquartered in Monterey Park, California and has approximately 1,500 employees. Operations are conducted through twelve North American subsidiaries. The Company’s primary Internet website is located at www.intlalum.com.

 

PRODUCTS BY SEGMENT

 

COMMERCIAL — Curtainwalls, window walls, slope glazed systems, storefront framing, entrance doors and frames, commercial operable windows, interior officefronts, office partitions and interior doors and frames for the commercial building and tenant improvement markets. Product information is available at www.usalum.com and www.racointeriors.com.

 

RESIDENTIAL — Extensive lines of windows and patio doors manufactured from vinyl and aluminum and aluminum wardrobe mirror doors for the residential building and remodeling markets. Product information is available at www.intlwindow.com.

 

ALUMINUM EXTRUSION — Mill finish, anodized, painted and fabricated aluminum extrusions. Product information is available at www.intlextrusion.com.

 

CONTENTS

 

Financial Highlights

 

Letter to Shareholders

 

Selected Financial Data

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Quarterly Financial Data

 

Report of Independent Registered Public Accounting Firm

 

Consolidated Financial Statements

 

Notes to Consolidated Financial Statements

 

Corporate Information

 

Subsidiaries by Segment

 

 



 

FINANCIAL HIGHLIGHTS
Fiscal Years Ended June 30, 2004, 2003 and 2002

 

 

 

2004

 

2003

 

2002

 

Operating Results:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

213,034,000

 

$

192,549,000

 

$

191,429,000

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

6,529,000

 

$

4,426,000

 

$

1,485,000

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

129,000

 

(1,697,000

)

(1,533,000

)

 

 

 

 

 

 

 

 

Cumulative effect of accounting change

 

 

 

(7,935,000

)

 

 

 

 

 

 

 

 

Net income (loss)

 

$

6,658,000

 

$

2,729,000

 

$

(7,983,000

)

 

 

 

 

 

 

 

 

Financial Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

12,146,000

 

$

14,715,000

 

$

11,843,000

 

 

 

 

 

 

 

 

 

Capital expenditures

 

3,482,000

 

2,847,000

 

11,848,000

 

 

 

 

 

 

 

 

 

Working capital

 

67,860,000

 

62,929,000

 

58,057,000

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

111,206,000

 

109,536,000

 

110,805,000

 

 

 

 

 

 

 

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations — Diluted

 

$

1.54

 

$

1.04

 

$

.35

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations — Diluted

 

.03

 

(.40

)

(.36

)

 

 

 

 

 

 

 

 

Cumulative effect of accounting change — Diluted

 

 

 

(1.87

)

 

 

 

 

 

 

 

 

Net income (loss) — Diluted

 

$

1.57

 

$

.64

 

$

(1.88

)

 

 

 

 

 

 

 

 

Dividends declared

 

$

1.20

 

$

1.20

 

$

1.20

 

 

 

 

 

 

 

 

 

Book value at year end

 

26.20

 

25.80

 

26.10

 

 

 

 

 

 

 

 

 

Market price at year end

 

29.10

 

21.85

 

20.50

 

 

1



 

TO OUR SHAREHOLDERS

 

After stumbling a bit in the third quarter, we finished fiscal 2004 on a positive note with strong earnings performance during our fourth quarter ended June 30th. Income from continuing operations for the year was $6,529,000 or $1.54 per share, a 48% increase over the $4,426,000 or $1.04 per share reported for fiscal 2003. Sales revenues increased 11% to $213,034,000 from the $192,549,000 in revenue for fiscal 2003. Net income, including discontinued operations, was $6,658,000 or $1.57 per share versus $2,729,000 or $.64 per share. Fiscal 2003 included a $1,697,000 loss from discontinued operations associated with the closure of our Denver, Colorado window operation.

 

Residential Products

 

Our Residential Products Group continued the momentum from fiscal 2003 and achieved operating income of $11,049,000 for the year, a 29% increase over fiscal 2003. Sales revenues for the group increased 21% to $65.4 million. Residential construction, buoyed by continued low interest rates, remains strong in the markets we serve and indications are that it will maintain its strength due to pent up demand. Much of our product revenues for this segment are derived from the home improvement market which nationwide is forecasted to reach $220 billion in calendar 2004 and grow at a rate in excess of 4% through calendar 2008.

 

The demand for vinyl window and door products continues to grow and we have kept pace by continuing to invest in automated fabrication equipment. Fiscal 2004 saw the introduction of our new Lanai Door Series. This hinged in-swing, out-swing vinyl door, available with operable sidelights, has had tremendous acceptance and recently received the Crystal Achievement Award for the Most Innovative Door by the Window&Door Magazine. In response to the market acceptance, we have ramped up our manufacturing capabilities with CNC equipment now in operation at both our California residential products facilities.

 

Commercial Products

 

Although the commercial products segment of our business continues to be impacted by the sluggish economy, the Commercial Products Group performed rather well, increasing operating income to $8.3 million, approximately 23% over fiscal 2003. While operating income trailed prior high performance levels for the Group, the improvement was achieved on a less than 2% growth in segment revenues to $99.8 million. Nonresidential construction forecasts project a growth rate of 4% for the 2004 calendar year and improved market conditions well into 2005. With major manufacturing centers located throughout North America and ten strategically located distribution centers, our Commercial Products Group is well positioned to garner its share of regional market improvement. Customer service and satisfaction remains a top priority, particularly in the tight market conditions which have prevailed for the past three years. Our emphasis continues to be on providing quality products meeting our customer requirements, when they need it, on-time and competitively priced.

 

2



 

Our StormFront™ system, designed specifically to meet the rigid code requirements of the high wind-zone hurricane prone areas, has been well accepted and we anticipate continued growth in product revenues. Only too recently the South Florida and gulf coast region realized the devastating effect of Hurricane Charley, which by last estimate caused damages in the range of $6.5 billion. Many of the structures suffering major damage were constructed and in place well before the implementation of the current code regulations. We also have several new products either in the research and development stage or about to be tested and introduced, including blast resistant products for institutional and governmental buildings, a thermal door for the Northern climate zone and a new improved thermal window wall system for the Canadian market.

 

Extruded Products

 

Extruded product sales increased 18.5% over fiscal 2003 on a 14.7% increase in shipment tonnage. The closing months of fiscal 2004 saw a run-up in metal pricing. Although the marketplace remains extremely competitive, we have generally been successful in passing raw material cost increases through to our customers. Through continuation of stringent cost controls operating income moved to the positive side of the scale as opposed to the negative results experienced for fiscal 2002 and 2003.

 

With heavy investment in plant and equipment required in this segment of our business it is of tantamount importance that sufficient tonnage be processed in order to generate acceptable operating margins. While approximately 50% of our volume is derived from our captive related companies we have aggressively pursued expanding our external customer base. We now have a resident sales representative in Florida. Revenues from Florida and surrounding states continue to grow and we believe this region may eventually become perhaps the largest revenue producing area of our Texas facility.

 

Financial Condition

 

We concluded the year with working capital in excess of $67 million, cash and cash equivalents of nearly $16 million and no long-term debt. Capital expenditures for fiscal 2004 were approximately $3.5 million, substantially below our $6.5 million in non-cash depreciation charges. Capital expenditures for fiscal 2005 are projected at $3.9 million, excluding the possible facility expansion of our Northern California residential products operation which is still in the bidding process.

 

 

/s/ Cornelius C. Vanderstar

 

/s/ David C. Treinen

 

Cornelius C. Vanderstar

David C. Treinen

Chairman of the Board

President

Chief Executive Officer

Chief Operating Officer

 

 

September 3, 2004

 

 

3



 

SELECTED FINANCIAL DATA

 

Year Ended June 30

 

2004

 

2003

 

2002

 

2001

 

2000

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales by Segment

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

98,789,000

 

$

97,345,000

 

$

108,510,000

 

$

114,436,000

 

$

112,522,000

 

Residential

 

64,947,000

 

53,586,000

 

44,352,000

 

52,822,000

 

52,766,000

 

Aluminum Extrusion

 

49,298,000

 

41,618,000

 

38,567,000

 

40,085,000

 

46,686,000

 

Total net sales

 

$

213,034,000

 

$

192,549,000

 

$

191,429,000

 

$

207,343,000

 

$

211,974,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

$

43,998,000

 

$

35,350,000

 

$

33,999,000

 

$

39,929,000

 

$

38,873,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

6,529,000

 

$

4,426,000

 

$

1,485,000

 

$

5,212,000

 

$

1,274,000

 

Discontinued operations*

 

129,000

 

(1,697,000

)

(1,533,000

)

(578,000

)

305,000

 

Cum. effect of acctg. change*

 

 

 

(7,935,000

)

 

 

Net income (loss)

 

$

6,658,000

 

$

2,729,000

 

$

(7,983,000

)

$

4,634,000

 

$

1,579,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share:

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

1.54

 

$

1.04

 

$

.35

 

$

1.23

 

$

.30

 

Discontinued operations*

 

.03

 

(.40

)

(.36

)

(.14

)

.07

 

Cum. effect of acctg. change*

 

 

 

(1.87

)

 

 

Net income (loss) — Diluted

 

$

1.57

 

$

.64

 

$

(1.88

)

$

1.09

 

$

.37

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared

 

$

1.20

 

$

1.20

 

$

1.20

 

$

1.20

 

$

1.20

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Data at Year End

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

67,860,000

 

$

62,929,000

 

$

58,057,000

 

$

66,097,000

 

$

63,586,000

 

Total assets

 

141,882,000

 

133,243,000

 

132,724,000

 

148,070,000

 

154,585,000

 

Long-term debt

 

 

 

 

 

 

Shareholders’ equity

 

111,206,000

 

109,536,000

 

110,805,000

 

123,755,000

 

124,326,000

 

 


*For further details relating to discontinued operations and the cumulative effect of an accounting change refer to Notes 8 and 12, respectively.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Significant Changes in Results of Operations

 

2004 vs. 2003

 

Net sales for fiscal 2004 increased by $20,485,000 or 10.6% from fiscal 2003. Included is an $11,361,000 or 21.2% increase by the Residential Products Group. Low interest rates and increased consumer confidence continue to stimulate new home construction, resales of existing homes and home improvement spending. In addition, sales at our South Gate, California facility continue to improve due to increased customer confidence in product quality and customer service that had suffered during the prolonged strike in fiscal 2002. New product development and new marketing and advertising programs have also contributed to the increase. Sales of the Aluminum Extrusion Group increased by $7,680,000 or 18.5% when compared to last year. Net tonnage shipped increased by 14.7%. The Extrusion Group continues to benefit from expanded geographic market penetration, particularly the areas served by our Texas facility. Still subject to a highly competitive market, the Group increased sales prices during the latter part of fiscal 2004 commensurate with the increased cost of aluminum. Sales of the Commercial Products

 

4



 

Group increased by $1,444,000 or 1.5% when compared to last year. This increase was due to the substantial gains achieved during the fourth quarter, $4,027,000 or 17.1% as compared to the same period last year. Throughout most of the current year this group was negatively impacted by a soft commercial construction market coupled with increased competition. Sales of newly developed product lines lessened the negative impact. The fourth quarter results stemmed from recently increased construction activity together with increased sales prices.

 

Gross profit increased to 20.6% of sales in 2004 as compared to 18.4% in 2003. All Groups achieved reductions, to varying degrees, in their cost percentages during fiscal 2004 compared to last year. The Residential Products Group experienced decreased material, labor and overhead cost percentages compared to the prior year reflecting production efficiencies attained from additional automation and the substantially higher sales volume. The Commercial Products Group achieved lower cost percentages as compared to last year mainly due to improved margins generated as a result of the aforementioned fourth quarter sales increase. In addition, the prior year had unusually high material costs for some major projects at the United States Aluminum facility in Texas. The Aluminum Extrusion Group, while absorbing higher material costs compared to last year, posted decreased labor and overhead cost percentages primarily due to production efficiencies resulting from the higher tonnage output.

 

Selling, general and administrative expenses increased by $5,107,000 to 15.8% of sales in fiscal 2004 as compared to 14.8% in fiscal 2003. A significant portion, $3,318,000, of the increase during the year reflects additional employment, sales representation and promotional costs related to the increase in sales and achievement of incentive compensation targets. In addition, during fiscal 2004, expense relating to retrospective workers’ compensation policies was $31,000 compared to income of $1,065,000 for fiscal 2003.

 

The swing from net interest expense in the prior year to net interest income in the current year relates to increased funds available for investment during the year in addition to lower utilization of our foreign lines of credit.

 

The effective tax rate increased to 37.7% in fiscal 2004 compared to 35.7% last year.

 

2003 vs. 2002

 

Net sales for fiscal 2003 increased by $1,120,000 or 0.6% from fiscal 2002. Included is a $9,234,000 or 20.8% increase by the Residential Products Group. In addition to higher levels of new home construction and home improvement remodeling, this increase reflected continued recovery of revenues lost due to 2002’s trade union strike at our South Gate, California facility as well as replacement sales volume formerly directed to large home improvement centers. During 2002 the Residential subsidiaries ceased serving as a stocking supplier for these stores that we previously supplied on a regional basis. Sales in 2002 to large home improvement centers amounted to 9.0% of Residential segment sales compared to only 2.2% for 2003. Sales of the Aluminum Extrusion Group in 2003 increased by $3,051,000 or 7.9% when compared to 2002. Net tonnage shipped, particularly in the area served by our Texas facility, increased by 12.5%. Although the U.S. market for aluminum extrusions remained sluggish in 2003, the Texas facility has benefited from expanded geographic market penetration. This Group experienced strong pressure on pricing. Sales of the Commercial Products Group declined by $11,165,000 or 10.3% when compared to last year, reflective of the continued soft commercial construction market coupled with increased competition.

 

Gross profit increased to 18.4% of sales in 2003 as compared to 17.8% in 2002. The Residential Products Group achieved significantly decreased material, labor and overhead cost percentages compared to the prior year, reflecting the substantially higher sales volume and the continued recovery from prior year’s strike related inefficiencies. The Aluminum Extrusion Group also experienced decreased cost percentages as production efficiencies gained from the higher tonnage offset lower per unit sales prices. Partially offsetting these

 

5



 

decreases were higher cost percentages incurred at the Commercial Products Group due to lower sales prices resulting from an increasingly competitive marketplace. The heightened competition for the reduced number of major projects during 2003 especially impacted our United States Aluminum facility in Texas.

 

Selling, general and administrative expenses decreased by $3,595,000 to 14.8% of sales in fiscal 2003 as compared to 16.7% in fiscal 2002. Excluding a $631,000 gain on the sale of a former operating facility that was recognized during the first quarter 2002, the overall decrease would have been $4,226,000. Of this decrease, $1,959,000 was attributable to retrospective workers’ compensation policies which provided income of $1,065,000 in fiscal 2003 compared to expense of $894,000 in fiscal 2002. This swing results from anticipated refunds of previously expensed premiums due to favorable changes in actual and projected claim activity. The $2,267,000 remainder of the decrease in 2003 primarily reflected reduced employment and advertising costs as well as the prior year containing some additional costs for strike related security and legal services.

 

Net interest expense decreased in 2003 compared to 2002 reflecting lower utilization of our foreign lines of credit.

 

The effective tax rate increased to 35.7% in fiscal 2003 compared to 23.1% in 2002. The prior year was abnormally low due to available tax credits offsetting a lower income base.

 

Liquidity and Capital Resources

 

Working capital at June 30, 2004 was $67,860,000 compared to $62,929,000 at June 30, 2003 and $58,057,000 at June 30, 2002. The ratio of current assets to current liabilities was 3.8 at the end of 2004 compared to 4.6 at the end of both 2003 and 2002. 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 short-term interest-bearing instruments.

 

Net cash provided by operating activities was approximately $12.1 million, $14.7 million and $11.8 million in fiscal 2004, 2003 and 2002, respectively. Cash used in investing activities was utilized for capital expenditures for property, plant and equipment of approximately $3,482,000 in 2004, $2,847,000 in 2003 and $11,848,000 in 2002 and were financed through internal cash flow and cash reserves. Cash flows included proceeds from sales of excess facilities of $2,450,000 in fiscal 2003 and $1,655,000 in fiscal 2002. The Company projects net capital expenditures of $3,900,000 for fiscal 2005 for expansion of production capacity, as well as normal recurring capitalized replacement items. The Company anticipates financing these expenditures through internal cash flow and cash reserves. Cash used in financing activities during the past three years was utilized mainly for payment of shareholder dividends as authorized by the Board of Directors.

 

The Company had no long-term debt outstanding at the end of 2004, 2003, or 2002. The Company had $22,028,000 in available credit at the end of 2004 under short-term borrowing arrangements (see Note 3).

 

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.

 

Inflation, Trends, and General Considerations

 

From 2002 to 2004, inflation has been relatively low and we believe that inflation has not had a material affect on our results of operations. Our performance is dependent to a significant extent upon levels of new construction, repair and remodeling for residential and commercial construction, all of which are affected by such factors as interest rates, consumer confidence and economic outlook. In the near term, we expect to operate in an environment of relatively stable levels of construction and remodeling activity. However, increases in interest rates could have a negative impact on the level of housing construction and remodeling activity.

 

6



 

The demand for our products is seasonal, particularly in the colder regions of North America where inclement weather during the winter months usually reduces the level of building and remodeling activity. We usually experience lower sales levels during the second and third quarters of our fiscal year.

 

Critical Accounting Policies

 

The Summary of Accounting Policies within the Notes to the Consolidated Financial Statements includes the significant policies and procedures used in the preparation of the Company’s consolidated financial statements. The following is a discussion of each of the Company’s critical accounting policies:

 

Revenue Recognition

 

Sales are recognized when products are shipped or when services are provided assuming no significant Company obligations remain and the collection of related receivables is probable. Revenue recognition on product sales is not subject to significant estimates, as the Company has not experienced significant product returns.

 

Valuation of Receivables

 

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company performs ongoing credit evaluations of its customers. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Changes in the credit worthiness of customers, general economic conditions and other factors may impact the level of future write-offs.

 

Valuation of Inventory

 

The Company periodically reviews inventory items and overall stocking levels to ensure that adequate reserves exist for inventory deemed obsolete or excessive. In making this determination, the Company considers historical stocking levels, recent sales of similar items and anticipated demand for these items. Changes in factors such as customer demand, new product offerings and other matters could affect the level of inventory obsolescence in the future.

 

Deferred Income Taxes

 

Deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax laws and rates (see Note 9).

 

Current and Pending Accounting Changes

 

Current and pending accounting pronouncements are not expected to have a significant impact on the Company’s results of operations or financial position.

 

Forward-Looking Information

 

This annual 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.

 

7



 

QUARTERLY FINANCIAL DATA (UNAUDITED)
For the years ended June 30, 2004 and 2003

 

 

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

2004

 

 

 

 

 

 

 

 

 

Net sales

 

$

52,956,000

 

$

50,698,000

 

$

50,064,000

 

$

59,316,000

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

10,558,000

 

11,014,000

 

9,473,000

 

12,953,000

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

1,538,000

 

1,562,000

 

855,000

 

2,574,000

 

Income from discontinued operations*

 

41,000

 

88,000

 

 

 

Net income

 

1,579,000

 

1,650,000

 

855,000

 

2,574,000

 

 

 

 

 

 

 

 

 

 

 

Earnings per share — Basic and Diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

.36

 

.37

 

.20

 

.61

 

Discontinued operations*

 

.01

 

.02

 

 

 

Net income

 

.37

 

.39

 

.20

 

.61

 

 

 

 

 

 

 

 

 

 

 

Dividends declared

 

.30

 

.30

 

.30

 

.30

 

 

 

 

 

 

 

 

 

 

 

Stock price — High

 

23.87

 

28.50

 

35.00

 

32.86

 

 

 

 

 

 

 

 

 

 

 

Stock price — Low

 

20.85

 

21.72

 

25.78

 

27.85

 

 

 

 

 

 

 

 

 

 

 

2003

 

 

 

 

 

 

 

 

 

Net sales

 

$

49,144,000

 

$

45,784,000

 

$

47,648,000

 

$

49,973,000

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

9,606,000

 

7,106,000

 

9,103,000

 

9,535,000

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

912,000

 

839,000

 

1,129,000

 

1,546,000

 

(Loss) from discontinued operations*

 

(213,000

)

(177,000

)

(222,000

)

(1,085,000

)

Net income

 

699,000

 

662,000

 

907,000

 

461,000

 

 

 

 

 

 

 

 

 

 

 

Earnings per share — Basic and Diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

.21

 

.20

 

.27

 

.36

 

Discontinued operations*

 

(.05

)

(.04

)

(.06

)

(.25

)

Net income

 

.16

 

.16

 

.21

 

.11

 

 

 

 

 

 

 

 

 

 

 

Dividends declared

 

.30

 

.30

 

.30

 

.30

 

 

 

 

 

 

 

 

 

 

 

Stock price — High

 

20.51

 

19.49

 

18.74

 

22.20

 

 

 

 

 

 

 

 

 

 

 

Stock price — Low

 

16.05

 

16.30

 

17.21

 

18.15

 

 


*For further details relating to discontinued operations refer to Note 8.

 

8



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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, cash flows and shareholders’ equity present fairly, in all material respects, the financial position of International Aluminum Corporation and its subsidiaries at June 30, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2004, in conformity with accounting principles generally accepted in the United States of America. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 our opinion.

 

As discussed in Note 12, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”. Accordingly, the Company ceased amortizing goodwill as of July 1, 2001.

 

/s/ PricewaterhouseCoopers LLP

 

PricewaterhouseCoopers LLP

Los Angeles, California

August 19, 2004

 

 

CONSOLIDATED STATEMENTS OF INCOME
For the years ended June 30, 2004, 2003 and 2002

 

 

 

2004

 

2003

 

2002

 

Net sales

 

$

213,034,000

 

$

192,549,000

 

$

191,429,000

 

Cost of sales

 

169,036,000

 

157,199,000

 

157,430,000

 

Gross profit

 

43,998,000

 

35,350,000

 

33,999,000

 

Selling, general and administrative expenses

 

33,555,000

 

28,448,000

 

32,043,000

 

Income from operations

 

10,443,000

 

6,902,000

 

1,956,000

 

Interest income

 

50,000

 

11,000

 

44,000

 

Interest expense

 

(20,000

)

(26,000

)

(69,000

)

Income from continuing operations before income taxes

 

10,473,000

 

6,887,000

 

1,931,000

 

Provision for income taxes

 

3,944,000

 

2,461,000

 

446,000

 

Income from continuing operations

 

6,529,000

 

4,426,000

 

1,485,000

 

Income (loss) from discontinued operations

 

129,000

 

(1,697,000

)

(1,533,000

)

Cumulative effect of accounting change

 

 

 

(7,935,000

)

Net income (loss)

 

$

6,658,000

 

$

2,729,000

 

$

(7,983,000

)

 

 

 

 

 

 

 

 

Earnings per share - Basic and Diluted:

 

 

 

 

 

 

 

Continuing operations

 

$

1.54

 

$

1.04

 

$

.35

 

Discontinued operations

 

.03

 

(.40

)

(.36

)

Cumulative effect of accounting change

 

 

 

(1.87

)

Total

 

$

1.57

 

$

.64

 

$

(1.88

)

 

See accompanying notes to consolidated financial statements.

 

9



 

CONSOLIDATED BALANCE SHEETS
June 30, 2004 and 2003

 

 

 

2004

 

2003

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

15,964,000

 

$

12,570,000

 

Accounts receivable, less allowance of $1,447,000 in 2004 and $1,384,000 in 2003

 

39,030,000

 

34,336,000

 

Inventories

 

32,286,000

 

28,551,000

 

Prepaid expenses and deposits

 

1,864,000

 

2,583,000

 

Deferred income taxes

 

2,767,000

 

2,239,000

 

Total current assets

 

91,911,000

 

80,279,000

 

 

 

 

 

 

 

Property, plant and equipment, at cost

 

121,828,000

 

120,829,000

 

Accumulated depreciation

 

(73,227,000

)

(68,999,000

)

Net property, plant and equipment

 

48,601,000

 

51,830,000

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

Goodwill

 

609,000

 

605,000

 

Other

 

761,000

 

529,000

 

Total other assets

 

1,370,000

 

1,134,000

 

 

 

$

141,882,000

 

$

133,243,000

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

10,858,000

 

$

7,407,000

 

Accrued liabilities

 

11,903,000

 

9,054,000

 

Advances payable to banks

 

202,000

 

590,000

 

Income taxes payable

 

1,088,000

 

299,000

 

Total current liabilities

 

24,051,000

 

17,350,000

 

 

 

 

 

 

 

Deferred income taxes

 

6,625,000

 

6,357,000

 

Total liabilities

 

30,676,000

 

23,707,000

 

 

 

 

 

 

 

Commitments and contingencies (Note 4)

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock

 

4,765,000

 

4,765,000

 

Paid-in capital

 

4,123,000

 

4,123,000

 

Retained earnings

 

101,140,000

 

99,576,000

 

Accumulated other comprehensive income

 

1,178,000

 

1,072,000

 

Total shareholders’ equity

 

111,206,000

 

109,536,000

 

 

 

$

141,882,000

 

$

133,243,000

 

 

See accompanying notes to consolidated financial statements.

 

10



 

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 2004, 2003 and 2002

 

 

 

2004

 

2003

 

2002

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income (loss)

 

$

6,658,000

 

$

2,729,000

 

$

(7,983,000

)

Adjustments for noncash transactions:

 

 

 

 

 

 

 

Depreciation and amortization

 

6,526,000

 

6,985,000

 

6,988,000

 

Change in deferred income taxes

 

(260,000

)

(91,000

)

608,000

 

Gain on sale of fixed assets

 

 

 

(631,000

)

Loss on discontinued operations

 

 

1,144,000

 

1,175,000

 

Cumulative effect of accounting change

 

 

 

7,935,000

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Receivables

 

(4,667,000

)

(2,362,000

)

5,798,000

 

Inventories

 

(3,714,000

)

3,894,000

 

3,392,000

 

Prepaid expenses and other

 

490,000

 

899,000

 

(1,270,000

)

Accounts payable

 

3,434,000

 

570,000

 

(2,687,000

)

Accrued liabilities

 

2,883,000

 

745,000

 

(1,052,000

)

Income taxes payable

 

796,000

 

202,000

 

(430,000

)

Net cash provided by operating activities

 

12,146,000

 

14,715,000

 

11,843,000

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Capital expenditures

 

(3,482,000

)

(2,847,000

)

(11,848,000

)

Proceeds from sales of capital assets

 

212,000

 

2,824,000

 

1,810,000

 

Net cash used in investing activities

 

(3,270,000

)

(23,000

)

(10,038,000

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Dividends paid to shareholders

 

(5,094,000

)

(5,094,000

)

(5,094,000

)

Net borrowings under lines of credit

 

(394,000

)

(575,000

)

869,000

 

Net cash used in financing activities

 

(5,488,000

)

(5,669,000

)

(4,225,000

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes

 

6,000

 

52,000

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

3,394,000

 

9,075,000

 

(2,420,000

)

Cash and cash equivalents at beginning of year

 

12,570,000

 

3,495,000

 

5,915,000

 

Cash and cash equivalents at end of year

 

$

15,964,000

 

$

12,570,000

 

$

3,495,000

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

Interest payments

 

$

20,000

 

$

28,000

 

$

67,000

 

Income tax payments

 

$

3,184,000

 

$

1,596,000

 

$

1,011,000

 

 

See accompanying notes to consolidated financial statements.

 

11



 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the years ended June 30, 2004, 2003 and 2002

 

 

 

Common Stock

 

Paid-in

 

Retained

 

Accumulated
Other
Comprehensive

 

 

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Income

 

Total

 

Balance, June 30, 2001

 

4,244,794

 

$

4,765,000

 

$

4,123,000

 

$

115,018,000

 

$

(151,000

)

$

123,755,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

(7,983,000

)

 

 

(7,983,000

)

Translation adjustment

 

 

 

 

 

 

 

 

 

127,000

 

127,000

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

(7,856,000

)

Cash dividends

 

 

 

 

 

 

 

(5,094,000

)

 

 

(5,094,000

)

Balance, June 30, 2002

 

4,244,794

 

4,765,000

 

4,123,000

 

101,941,000

 

(24,000

)

110,805,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

2,729,000

 

 

 

2,729,000

 

Translation adjustment

 

 

 

 

 

 

 

 

 

1,096,000

 

1,096,000

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

3,825,000

 

Cash dividends

 

 

 

 

 

 

 

(5,094,000

)

 

 

(5,094,000

)

Balance, June 30, 2003

 

4,244,794

 

4,765,000

 

4,123,000

 

99,576,000

 

1,072,000

 

109,536,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

6,658,000

 

 

 

6,658,000

 

Translation adjustment

 

 

 

 

 

 

 

 

 

106,000

 

106,000

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

6,764,000

 

Cash dividends

 

 

 

 

 

 

 

(5,094,000

)

 

 

(5,094,000

)

Balance, June 30, 2004

 

4,244,794

 

$

4,765,000

 

$

4,123,000

 

$

101,140,000

 

$

1,178,000

 

$

111,206,000

 

 

See accompanying notes to consolidated financial statements.

 

12



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. Significant Accounting Policies and Procedures

 

Description of Business and Principles of Consolidation

 

International Aluminum Corporation (the Company) is an integrated building products manufacturer of diversified lines of quality aluminum and vinyl products. The consolidated financial statements include the accounts of the Company and its domestic and foreign subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Certain reclassifications of prior year information were made to conform to the current presentation.

 

Revenue Recognition

 

Sales are recognized when products are shipped or services are provided assuming no significant Company obligations remain and the collection of related receivables is probable. Shipping charges billed to customers are included in Net Sales and shipping and handling charges incurred by the Company are included in Cost of Sales.

 

Estimates and Assumptions

 

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and marketable securities with original maturities of three months or less.

 

Concentrations of Credit Risk

 

The Company’s exposure to credit risk relates primarily to trade accounts receivable from customers located throughout North America. The Company performs ongoing credit evaluations of its customers’ financial condition. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company did not have sales exceeding 5% to any single customer in 2004, 2003 or 2002.

 

Foreign Currency Translation

 

Assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at year-end exchange rates and revenues and expenses are translated at average rates prevailing during the year. Local currency is considered to be the functional currency. Translation adjustments are deferred into accumulated other comprehensive income, a separate component of shareholders’ equity. Foreign currency transaction gains and losses are included in results of operations as incurred.

 

Depreciation and Amortization

 

Depreciation and amortization are provided over the estimated useful lives of the assets (up to 40 years for buildings and 3 to 20 years for machinery and equipment) 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.

 

Goodwill

 

The excess of the purchase price over the underlying book value of the companies acquired is classified as “Goodwill”. Upon adoption of Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets”, effective July 1, 2001, the amortization of these costs was discontinued. At June 30, 2004 and June 30, 2003 the related amount of $1,171,000 had accumulated amortization of $562,000 and $566,000, respectively. The nominal decrease during 2004 relates to the effect of applying fluctuating foreign exchange rates to balances pertaining to our Canadian subsidiaries. In accordance with SFAS 142, management reviews the carrying value of goodwill for recoverability based on estimated fair values of the reporting units in the fourth quarter of each year or when events or changes in circumstances indicate, in management’s judgment, that the carrying value may not be recoverable. The fair values of the reporting units were based upon management’s estimate of a multiple of undiscounted cash flows. The Company considers operating results, trends and prospects of the Company, as well as competitive comparisons. The Company also takes into consideration competition within the building materials industry and any other events or circumstances which might indicate potential impairment. No impairments have been recorded since the initial adoption of SFAS 142.

 

13



 

Investment Tax Credits

 

Investment tax credits are accounted for in the period earned in accordance with the flow-through method.

 

Income Taxes

 

The Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes”. SFAS No. 109 requires an asset and liability approach for financial reporting for income taxes. Under SFAS No. 109, deferred taxes are provided for temporary differences between the carrying values of assets and liabilities for financial reporting and tax purposes at the enacted rates at which these differences are expected to reverse.

 

Long-Lived Assets

 

Whenever events indicate that the carrying values of long-lived assets may not be recoverable, the Company evaluates the carrying values of such assets using future undiscounted cash flows. Management believes that, as of June 30, 2004, the carrying values of such assets are appropriate.

 

Advertising Expense

 

The Company expenses advertising costs as incurred. Advertising expenses of approximately $2,001,000, $1,568,000 and $1,809,000 were charged to selling, general and administrative expenses for the years ended June 30, 2004, 2003 and 2002, respectively.

 

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. Options have an exercise price equal to the market price of the stock on the date of grant, a term of ten years and generally become exercisable over a five-year period. The Company applies Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations in accounting for 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, but will continue to disclose the required pro-forma information in the notes to the consolidated financial statements. There would have been no material 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.

 

 

Note 2. Balance Sheet Components

 

Inventories, at the Lower of FIFO Cost or Market

 

2004

 

2003

 

Raw materials

 

$

26,790,000

 

$

23,374,000

 

Work in process

 

553,000

 

430,000

 

Finished goods

 

4,943,000

 

4,747,000

 

 

 

$

32,286,000

 

$

28,551,000

 

 

Property, Plant and Equipment, at Cost

 

2004

 

2003

 

Land

 

$

6,857,000

 

$

6,846,000

 

Buildings and improvements

 

29,481,000

 

29,448,000

 

Machinery and equipment

 

85,450,000

 

84,451,000

 

Construction in process

 

40,000

 

84,000

 

 

 

$

121,828,000

 

$

120,829,000

 

 

14



 

Accrued Liabilities

 

2004

 

2003

 

Wages and compensated absences

 

$

7,474,000

 

$

4,704,000

 

Taxes, other than income taxes

 

1,147,000

 

1,470,000

 

Dividends

 

1,273,000

 

1,273,000

 

Other

 

2,009,000

 

1,607,000

 

 

 

$

11,903,000

 

$

9,054,000

 

 

Note 3. Short-Term Debt and Lines of Credit

 

The Company has a loan agreement with a domestic bank providing for a $20,000,000 unsecured short-term line of credit. There were no amounts outstanding under the agreement at June 30, 2004 or June 30, 2003. Additionally the Company’s foreign subsidiaries have loan agreements with a foreign bank providing for $2,250,000 in secured short-term lines of credit, at the prevailing Canadian prime interest rate (3.75% as of June 30, 2004). There was $202,000 outstanding under the foreign agreements at June 30, 2004 and $590,000 outstanding at June 30, 2003.

 

Note 4. Commitments and Contingencies

 

The Company is committed under real property lease agreements expiring at various dates to 2009. Certain of the leases have renewal options for periods up to five 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 was $857,000 in 2004, $991,000 in 2003 and $1,000,000 in 2002. Real property rental commitments are $798,000 in 2005, $577,000 in 2006, $275,000 in 2007, $160,000 in 2008 and $43,000 in 2009.

 

The Company is party to various claims, legal actions and complaints arising in the ordinary course of business. In the opinion of management, all such matters are without merit or are of such kind, or involve such amounts, that an unfavorable disposition would not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

 

Note 5. Stock Options

 

The transactions for shares under options for the 1991 and 2001 Stock Option Plans for the three years ended June 30, 2004 were:

 

 

 

Outstanding

 

Exercisable

 

 

 

Number Of
Shares

 

Weighted-Average
Exercise Price

 

Number Of
Shares

 

Weighted-Average
Exercise Price

 

Outstanding, June 30, 2001

 

120,500

 

$

28.56

 

111,100

 

$

28.36

 

Forfeited

 

(12,500

)

28.71

 

 

 

 

 

Outstanding, June 30, 2002

 

108,000

 

28.54

 

103,800

 

28.45

 

Forfeited

 

 

 

 

 

 

 

 

Outstanding, June 30, 2003

 

108,000

 

28.54

 

108,000

 

28.54

 

Forfeited

 

 

 

 

 

 

 

 

Outstanding, June 30, 2004

 

108,000

 

28.54

 

108,000

 

28.54

 

 

 

 

 

 

 

 

 

 

 

Stock Option Summary at June 30, 2004:

 

 

 

 

 

 

 

 

 

$28.00-$31.56 (Life: 1.4-3.6 years)

 

108,000

 

28.54

 

108,000

 

28.54

 

Available for future grants

 

389,700

 

 

 

 

 

 

 

 

15



 

Note 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 and potentially dilutive common equivalent shares outstanding determined as follows:

 

 

 

2004

 

2003

 

2002

 

Weighted-average shares outstanding used to compute basic EPS

 

4,244,794

 

4,244,794

 

4,244,794

 

Incremental shares issuable upon the exercise of stock options

 

3,401

 

 

 

Shares used to compute diluted EPS

 

4,248,195

 

4,244,794

 

4,244,794

 

 

Incremental shares issuable upon the assumed exercise of outstanding stock options are computed using the average market price during the related period.

 

Note 7. Capital Stock

 

The Company has 500,000 shares of preferred stock authorized, with a $10 par value, none of which is outstanding. There are 10,000,000 shares of common stock authorized, $1 par value, of which 4,244,794 shares were outstanding at June 30, 2004 and 2003.

 

Note 8. Acquisitions and Divestitures

 

During fiscal years 2003 and 2002, the Company ceased operations of International Window-Colorado and Maestro Products, respectively, window and door subsidiaries which were components of the Residential Products segment. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company wrote down the net assets of these subsidiaries to their estimated net realizable value and reported their results as discontinued operations. Amounts in the income statements and related notes for all periods shown were restated to reflect discontinued operations accounting. Included in consolidated results is $1,320,000 for fiscal 2003 related primarily to inventory and goodwill write-downs at International Window-Colorado and $1,175,000 for fiscal 2002 for write-downs of various assets at Maestro Products, primarily inventory. Due to favorable accounts receivable collections and the sale of a portion of the Window-Colorado equipment and inventory the Company recognized a pre-tax gain of $215,000 in fiscal 2004. In fiscal 2003 the Company realized a pretax gain of $176,000 in excess of projections on sale of the real property of Maestro Products. Each of the gains have likewise been classified as discontinued operations. The Company does not anticipate any future activity with respect to either of these subsidiaries.

 

Summarized results of the discontinued businesses are shown separately as discontinued operations in the accompanying income statements. Results of the discontinued operations, in thousands of dollars, are as follows:

 

 

 

2004

 

2003

 

2002

 

Net sales

 

$

 

$

1,787

 

$

3,697

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

$

215

 

$

(2,638

)

$

(2,379

)

Income tax provision (benefit)

 

86

 

(941

)

(846

)

Net income (loss) from discontinued operations

 

$

129

 

$

(1,697

)

$

(1,533

)

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Discontinued operations — Diluted

 

$

.03

 

$

(.40

)

$

(.36

)

 

16



 

Note 9. Income Taxes

 

The components of income before U.S. and foreign income taxes are:

 

 

 

2004

 

2003

 

2002

 

Domestic

 

$

10,567,000

 

$

4,491,000

 

$

(8,365,000

)

Foreign

 

121,000

 

(242,000

)

(18,000

)

 

 

$

10,688,000

 

$

4,249,000

 

$

(8,383,000

)

 

The provision for income taxes is comprised of the following:

 

 

 

2004

 

2003

 

2002

 

Current —

 

 

 

 

 

 

 

Federal

 

$

3,487,000

 

$

1,208,000

 

$

(945,000

)

State

 

568,000

 

261,000

 

(337,000

)

Foreign

 

235,000

 

187,000

 

274,000

 

 

 

4,290,000

 

1,656,000

 

(1,008,000

)

 

 

 

 

 

 

 

 

Deferred —

 

 

 

 

 

 

 

Federal

 

(6,000

)

214,000

 

918,000

 

State

 

(33,000

)

(31,000

)

19,000

 

Foreign

 

(221,000

)

(319,000

)

(329,000

)

 

 

(260,000

)

(136,000

)

608,000

 

 

 

$

4,030,000

 

$

1,520,000

 

$

(400,000

)

 

 

 

 

 

 

 

 

Allocation of total provision —

 

 

 

 

 

 

 

Continuing operations

 

$

3,944,000

 

$

2,461,000

 

$

446,000

 

Discontinued operations

 

86,000

 

(941,000

)

(846,000

)

Total provision

 

$

4,030,000

 

$

1,520,000

 

$

(400,000

)

 

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:

 

 

 

2004

 

2003

 

2002

 

Tax provision (benefit) on book income at statutory rate

 

$

3,641,000

 

$

1,445,000

 

$

(2,850,000

)

Increases (decreases) resulting from:

 

 

 

 

 

 

 

State income taxes, net of Federal income tax benefit

 

353,000

 

152,000

 

(210,000

)

Nondeductible goodwill

 

 

 

2,698,000

 

Federal tax credits

 

 

 

13,000

 

Other

 

36,000

 

(77,000

)

(51,000

)

Provision for income taxes

 

$

4,030,000

 

$

1,520,000

 

$

(400,000

)

 

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 that comprise the deferred tax assets and liabilities at year end are as follows:

 

 

 

2004

 

2003

 

Accounts receivable

 

$

503,000

 

$

477,000

 

Inventory

 

330,000

 

296,000

 

Accrued liabilities

 

1,144,000

 

979,000

 

Canadian operating loss carryforwards

 

954,000

 

732,000

 

Other

 

(164,000

)

(245,000

)

Net deferred tax asset

 

$

2,767,000

 

$

2,239,000

 

 

 

 

 

 

 

Property, plant and equipment

 

$

6,461,000

 

$

6,184,000

 

Other

 

164,000

 

173,000

 

Net deferred tax liability

 

$

6,625,000

 

$

6,357,000

 

 

17



 

No provision for U.S. taxes has been made for undistributed earnings of the foreign subsidiaries since it is expected that the major portion of such earnings will continue to be reinvested for an indefinite period. The Company has Canadian net operating loss carryforwards that expire between 2009 and 2011. Management believes that it is more likely than not that the Company will generate sufficient taxable income in the appropriate carryforward periods to realize the benefit of the Canadian net operating loss carryforwards.

 

Note 10. 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. See the front cover for a description of the products of each segment and the back cover for a listing of the subsidiaries of each segment.

 

The Company uses a portion of its aluminum extrusion production in its Commercial and Residential segments. Transfers are made at market prices. Accounting policies for the segments are the same as those described in Note 1. The Company evaluates performance based on operating income or loss before any allocation of corporate overhead, interest or taxes.

 

The following is significant financial information by operating segment, reconciling to the Company’s totals.

 

 

 

Sales

 

Operating Income

 

(In thousands)

 

2004

 

2003

 

2002

 

2004

 

2003

 

2002

 

Commercial

 

$

99,807

 

$

98,044

 

$

108,945

 

$

8,335

 

$

6,782

 

$

10,862

 

Residential

 

65,355

 

53,784

 

44,941

 

11,049

 

8,581

 

163

 

Aluminum Extrusion

 

97,378

 

83,173

 

85,946

 

709

 

(209

)

(2,181

)

Total segments

 

262,540

 

235,001

 

239,832

 

20,093

 

15,154

 

8,844

 

Eliminations

 

(49,506

)

(42,452

)

(48,403

)

(668

)

(422

)

693

 

Corporate

 

 

 

 

(8,982

)

(7,830

)

(7,581

)

Total

 

$

213,034

 

$

192,549

 

$

191,429

 

$

10,443

 

$

6,902

 

$

1,956

 

 

 

 

 

 

 

 

 

Capital Expenditures

 

Depreciation and Amortization

 

(In thousands)

 

2004

 

2003

 

2002

 

2004

 

2003

 

2002

 

Commercial

 

$

542

 

$

1,091

 

$

6,343

 

$

1,820

 

$

1,972

 

$

1,863

 

Residential

 

2,075

 

687

 

1,017

 

1,847

 

2,094

 

2,126

 

Aluminum Extrusion

 

519

 

789

 

4,032

 

2,481

 

2,509

 

2,482

 

Total segments

 

3,136

 

2,567

 

11,392

 

6,148

 

6,575

 

6,471

 

Corporate

 

346

 

280

 

456

 

378

 

410

 

517

 

Total

 

$

3,482

 

$

2,847

 

$

11,848

 

$

6,526

 

$

6,985

 

$

6,988

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets 

 

 

 

 

 

 

 

 

 

(In thousands)

 

2004

 

2003

 

 

 

 

 

 

 

 

 

Commercial

 

$

60,922

 

$

59,397

 

 

 

 

 

 

 

 

 

Residential

 

27,105

 

25,135

 

 

 

 

 

 

 

 

 

Aluminum Extrusion

 

38,130

 

36,016

 

 

 

 

 

 

 

 

 

Total segments

 

126,157

 

120,548

 

 

 

 

 

 

 

 

 

Corporate

 

15,725

 

12,695

 

 

 

 

 

 

 

 

 

Total

 

$

141,882

 

$

133,243

 

 

 

 

 

 

 

 

 

 

18



 

Note 11. Current and Pending Accounting Changes

 

Current and pending accounting pronouncements are not expected to have a significant impact on the Company’s results of operations or financial position.

 

Note 12. Change in Accounting

 

The Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets” effective July 1, 2001, which required that existing goodwill be reviewed for impairment using a revised methodology. The Company completed the transitional impairment test and determined that a $7,935,000 non-cash transition charge was required to reduce goodwill. The transition charge is reflected as a cumulative effect of an accounting change effective July 1, 2001.

 

19



 

CORPORATE INFORMATION

 

DIRECTORS

 

OFFICERS

 

 

 

Cornelius C. Vanderstar

 

David C. Treinen

Chairman of the Board

 

President; Secretary

Chief Executive Officer

 

Chief Operating Officer

 

 

 

David C. Treinen

 

Ronald L. Rudy

 

 

Senior Vice President — Operations

Ronald L. Rudy

 

 

 

 

Mitchell K. Fogelman

David M. Antonini

 

Senior Vice President — Finance

Partner in White, Nelson & Co. LLP

 

 

 

 

Stanley M. Kutch

John P. Cunningham

 

Vice President — Information Systems

Retired President of

 

 

International Aluminum Corporation

 

Susan L. Leone

 

 

Vice President — Human Resources

Alexander L. Dean

 

 

President of David Brooks Company

 

 

 

 

FINANCIAL INFORMATION ON CORPORATE WEBSITE

Joel F. McIntyre

 

 

Attorney At Law

 

The Company makes available on its website, www.intlalum.com, its reports on Form 10-K and 10-Q as soon as reasonably practicable after they have been filed.

 

 

 

STOCK TRANSFER AGENT AND REGISTRAR

 

ELECTRONIC TRANSFER OF DIVIDENDS

 

 

 

Continental Stock Transfer & Trust Company

 

For information and forms, write to:

17 Battery Place

 

Corporate Secretary

New York, NY 10004

 

International Aluminum Corporation

(212) 509-4000

 

P. O. Box 6

Internet at www.continentalstock.com

 

Monterey Park, CA 91754

 

 

 

STOCK EXCHANGE LISTING

 

ANNUAL SHAREHOLDERS MEETING

 

 

 

The Company’s common stock (trading

 

2 p.m., Thursday, October 28, 2004

symbol: IAL) is listed on the New York

 

International Aluminum Corporation

Stock Exchange

 

767 Monterey Pass Road

 

 

Monterey Park, CA 91754

 

20



 

SUBSIDIARIES BY SEGMENT

 

COMMERCIAL

 

RESIDENTIAL

 

 

 

Douglas R. Ellerbrock

 

George L. Hall

Executive Vice President

 

Executive Vice President

Commercial Products Group

 

Residential Products Group

 

 

 

Exterior Products

 

International Window Corporation

 

 

South Gate, California

United States Aluminum Corporation

 

 

Vernon, California

 

International Window-Northern California

 

 

Hayward, California

United States Aluminum Corporation-Illinois

 

 

Bedford Park, Illinois

 

International Window-Arizona, Inc.

Boston, Massachusetts

 

Phoenix, Arizona

Detroit, Michigan

 

 

 

 

 

United States Aluminum Corporation-Texas

 

 

Waxahachie, Texas

 

 

Denver, Colorado

 

 

St. Louis, Missouri

 

 

Dallas, Texas

 

 

Houston, Texas

 

 

 

 

 

United States Aluminum Corporation-Carolina

 

 

Rock Hill, South Carolina

 

 

Atlanta, Georgia

 

 

Baltimore, Maryland

 

 

 

 

 

United States Aluminum Of Canada–British Columbia, Ltd.

 

 

Langley, British Columbia, Canada

 

 

 

 

 

United States Aluminum Of Canada–Ontario, Ltd.

 

 

Guelph, Ontario, Canada

 

 

 

 

 

 

 

ALUMINUM EXTRUSION

Interior Products

 

 

 

 

International Extrusion Corporation

Raco Interior Products, Inc.

 

Alhambra, California

Houston, Texas

 

 

Waxahachie, Texas

 

International Extrusion Corporation-Texas

Dallas, Texas

 

Waxahachie, Texas

 

21