SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For quarter ended March 31, 2003

Commission File Number 1-7256

 

 

INTERNATIONAL ALUMINUM CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. 
Yes  ý     No   o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b.2 of the Exchange Act). Yes ý No o

 

At May 1, 2003 there were 4,244,794 shares of Common Stock outstanding.

 

 

INTERNATIONAL ALUMINUM CORPORATION

AND SUBSIDIARIES

 

INDEX

 

PART I.  Financial Information
	Consolidated Balance Sheets - March 31, 2003 and June 30, 2002
	Consolidated Statements of Income - three and nine month periods ended March 31, 2003 and 2002
	Consolidated Statements of Cash Flows - nine months ended March 31, 2003 and 2002
	Notes to Consolidated Financial Statements
	Management’s Discussion and Analysis of Financial Condition and Results of Operations
PART II. Other Information
	Signatures
	Certifications
	Exhibit 99.	Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

2

 

 

PART I

 

INTERNATIONAL ALUMINUM CORPORATION

AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

		Unaudited			Audited
		March 31, 2003			June 30, 2002
Assets
Current assets:
Cash and cash equivalents		$	7,306,000		$	3,495,000
Accounts receivable, net		34,418,000			31,811,000
Inventories		32,354,000			33,401,000
Prepaid expenses and deposits		3,295,000			3,665,000
Future income tax benefits		1,675,000			1,675,000
Total current assets		79,048,000			74,047,000
Property, plant and equipment, at cost		120,122,000			122,759,000
Accumulated depreciation		(67,388,000		)	(65,466,000		)
Net property, plant and equipment		52,734,000			57,293,000
Other assets:
Costs in excess of net assets of purchased businesses		1,041,000			1,030,000
Other		447,000			354,000
Total other assets		1,488,000			1,384,000
		$	133,270,000		$	132,724,000

 

 

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	8,178,000		$	6,575,000
Accrued liabilities		9,034,000			8,295,000
Advances payable to banks		595,000			1,034,000
Income taxes payable		—			86,000
Total current liabilities		17,807,000			15,990,000
Deferred income taxes		5,929,000			5,929,000
Total liabilities		23,736,000			21,919,000
Shareholders’ equity		109,534,000			110,805,000
		$	133,270,000		$	132,724,000

 

See accompanying notes to consolidated financial statements.

 

3

 

Unaudited

 

INTERNATIONAL ALUMINUM CORPORATION

AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

		Three Months Ended March 31,						Nine Months Ended March 31,
		2003			2002			2003			2002
Net sales		$	48,012,000		$	46,473,000		$	143,969,000		$	147,039,000
Cost of sales		39,183,000			38,264,000			119,035,000			121,603,000
Gross profit		8,829,000			8,209,000			24,934,000			25,436,000
Selling, gen. and admin. expenses		7,376,000			7,570,000			21,483,000			24,169,000
Income from operations		1,453,000			639,000			3,451,000			1,267,000
Interest (income) expense, net		6,000			17,000			9,000			4,000
Income from continuing operations before income taxes		1,447,000			622,000			3,442,000			1,263,000
Provision for income taxes		540,000			230,000			1,284,000			485,000
Income from continuing operations		907,000			392,000			2,158,000			778,000
Income (loss) from discontinued operations		—			—			110,000			(1,065,000		)
Cumulative effect of accounting change		—			—			—			(7,935,000		)
Net income (loss)		$	907,000		$	392,000		$	2,268,000		$	(8,222,000	)
Basic and diluted EPS:
Continuing operations		$	.21		$	.09		$	.50		$	.18
Discontinued operations		—			—			.03			(.25		)
Cumulative effect of accounting change		—			—			—			(1.87		)
Total		$	.21		$	.09		$	.53		$	(1.94	)
Shares used to compute EPS:
Basic and Diluted		4,244,794			4,244,794			4,244,794			4,244,794
Cash dividends per share		$	.30		$	.30		$	.90		$	.90

 

See accompanying notes to consolidated financial statements.

 

4

Unaudited

 

INTERNATIONAL ALUMINUM CORPORATION

AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Nine Months Ended March 31,
		2003			2002
Cash flows from operating activities:
Net income (loss)		$	2,268,000		$	(8,222,000	)
Adjustments for noncash transactions:
Depreciation and amortization		5,266,000			5,283,000
Change in deferred income taxes		—			24,000
Gain on sale of fixed assets		—			(631,000		)
Gain on discontinued operations		(110,000		)	—
Cumulative effect of accounting change		—			7,935,000
Changes in assets and liabilities:
Receivables		(2,545,000		)	1,236,000
Inventories		426,000			(66,000		)
Prepaid expenses and deposits		292,000			367,000
Accounts payable		1,562,000			2,372,000
Accrued liabilities		739,000			263,000
Income taxes payable		(89,000		)	(515,000		)
Net cash provided by operating activities		7,809,000			8,046,000
Cash flows from investing activities:
Capital expenditures		(2,505,000		)	(10,769,000		)
Proceeds from sales of capital assets		2,786,000			1,772,000
Net cash provided by (used in) investing activities		281,000			(8,997,000		)
Cash flows from financing activities:
Dividends paid to shareholders		(3,820,000		)	(3,820,000		)
Net borrowing under lines of credit		(472,000		)	783,000
Net cash used in financing activities		(4,292,000		)	(3,037,000		)
Effect of exchange rate changes		13,000			(8,000		)
Net change in cash and cash equivalents		3,811,000			(3,996,000		)
Cash and cash equivalents at beginning of period		3,495,000			5,915,000
Cash and cash equivalents at end of period		$	7,306,000		$	1,919,000

 

See accompanying notes to consolidated financial statements.

 

5

 

Unaudited

 

INTERNATIONAL ALUMINUM CORPORATION

AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Basis of Presentation

 

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which consist solely of normal recurring adjustments unless otherwise disclosed) necessary to present fairly, in all material respects, its financial position as of March 31, 2003 and June 30, 2002, and the results of operations for the three and nine month periods ended March 31, 2003 and 2002 and the cash flows for the nine month periods ended March 31, 2003 and 2002.  The results of operations for the three and nine month periods ended March 31, 2003 and 2002 are not necessarily indicative of the results to be expected for the full year.

 

The financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.

 

Comprehensive Income

 

Comprehensive income, defined as net income and other comprehensive income, for the three months ended March 31, 2003 and 2002 was  $1,504,000 and $376,000, respectively.  Comprehensive income for the nine months ended March 31, 2003 and 2002 was $2,549,000 and $(8,508,000), respectively. Other comprehensive income includes foreign currency translation adjustments recorded directly in shareholders’ equity.

 

		March 31, 2003			June 30, 2002
Balance Sheet Components
Inventories, lower of FIFO Cost or Market
Raw materials		$	26,765,000		$	28,576,000
Work in process		541,000			560,000
Finished goods		5,048,000			4,265,000
		$	32,354,000		$	33,401,000
Shareholders’ Equity
Common stock		$	4,765,000		$	4,765,000
Paid-in capital		4,123,000			4,123,000
Retained earnings		100,389,000			101,941,000
Accumulated other comprehensive income		257,000			(24,000		)
		$	109,534,000		$	110,805,000

 

6

 

Unaudited

 

Segment Information

 

The following presents the Company’s net sales, operating income and total assets by operating segment, reconciling to the Company’s totals.  All data is presented in thousands of dollars.

 

		Three Months Ended March 31,						Nine Months Ended March 31,
		2003			2002			2003			2002
Net Sales:
Commercial		$	24,487		$	26,213		$	74,359		$	84,210
Residential		13,734			9,745			40,188			34,922
Aluminum Extrusion		19,632			21,029			62,073			67,768
Total Segments		57,853			56,987			176,620			186,900
Eliminations		(9,841		)	(10,514		)	(32,651		)	(39,861		)
Total		$	48,012		$	46,473		$	143,969		$	147,039

 

 

		Three Months Ended March 31,						Nine Months Ended March 31,
		2003			2002			2003			2002
Operating Income (Loss):
Commercial		$	1,675		$	2,445		$	5,311		$	7,793
Residential		1,779			(425		)	4,205			(1,051		)
Aluminum Extrusion		(317		)	278			58			(98		)
Total Segments		3,137			2,298			9,574			6,644
Eliminations		284			(47		)	(335		)	87
Corporate		(1,968		)	(1,612		)	(5,788		)	(5,464		)*
Total		$	1,453		$	639		$	3,451		$	1,267

 

 

		March 31, 2003			June 30, 2002
Total Assets:
Commercial		$	62,354		$	63,537
Residential		24,061			28,776
Aluminum Extrusion		38,886			34,915
Total Segments		125,301			127,228
Corporate		7,969			5,496
Total		$	133,270		$	132,724

 

*Net of $631 gain on sale of former operating facility

 

7

Unaudited

 

INTERNATIONAL ALUMINUM CORPORATION

AND SUBSIDIARIES

 

Stock-Based Compensation

 

In January 2003, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. It also requires disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for annual and interim periods beginning after December 15, 2002. As the Company has elected not to change to the fair value based method of accounting for stock-based employee compensation, the adoption of SFAS No. 148 will not have an impact upon our financial condition or results of operations.

 

The Company applies APB Opinion 25 and related interpretations in accounting for stock options granted to employees and, accordingly, does not recognize compensation cost for grants whose exercise price equals the market price of the stock on the date of grant.  There would have been no change to reported net income and earnings per share amounts had the Company elected to recognize compensation cost based on the fair value of the options granted at the grant date as prescribed by SFAS No. 123, “Accounting for Stock-Based Compensation”, due to the lack of option grants during the last five years, the typical vesting period of the Company’s options.

 

 

Discontinued Operations

 

During the second quarter of fiscal year 2002, the Company announced the closure of Maestro Products, its wood window and door subsidiary, which was a component 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 Maestro to their estimated net realizable value and reported Maestro’s results as discontinued operations.  Due primarily to favorable results experienced in selling Maestro’s facilities, the Company recognized a net gain in fiscal year 2003 which has also been classified as discontinued operations.  The Company does not anticipate any further activity with respect to Maestro in the future.

 

 

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 and the previously reported results for the quarter ended September 30, 2001 were retroactively adjusted.

 

8

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

Significant Changes in Results of Operations

 

Net sales increased by $1,539,000 or 3.3% for the quarter ended March 31, 2003 but decreased by $3,070,000 or 2.1% for the nine months then ended when compared with the respective prior year periods.  Sales of Residential Products increased by $4,030,000 or 41.7% for the quarter and $5,640,000 or 16.4% for the nine months compared to the same periods last year.  These increases reflect continued recovery of revenues lost due to last year’s trade union strike at our South Gate, California facility as well as replacing sales volume formerly directed to large home improvement centers.  During the prior year the Residential subsidiaries ceased serving as a stocking supplier for these stores which we previously supplied on a regional basis.  Last year sales to large home improvement centers amounted to 4.4% and 10.8% of Residential segment sales for the quarter and nine-month periods compared to only 1.7% and 2.2% for the respective current year periods.  In addition, a significant portion of the current quarter increase is attributable to major school remodeling projects.  Offsetting these increases are declines for the current quarter and year to date sales at our Colorado facility when compared to the prior year.  Management continues to pursue new strategies in order to increase revenues at this location.  Sales of the Aluminum Extrusion Group increased by $1,335,000 or 4.7% for the nine months but declined by $784,000 or 7.3% for the quarter compared to the same periods last year.  Net tonnage shipped, particularly in the area served by our Texas facility, increased by 11.3% for the nine months but decreased by 1.6% for the quarter when compared to the respective prior year periods.  Additionally, this Group continues to experience strong pressure on pricing.  Sales of the Commercial Products Group declined by $1,707,000 or 6.6% for the quarter and $10,045,000 or 12.0% for the nine months compared to the same periods last year, reflective of the continued soft commercial construction market coupled with increased competitive conditions.

 

 

Cost of sales as a percentage of net sales was 81.6% for the current quarter compared to 82.3% for the same period last year and for the nine-month period was 82.7%, unchanged from last year.  These result from several largely offsetting factors.  The Residential Products Group achieved decreased material, labor and overhead cost percentages for the current quarter and nine-month periods compared to the prior year, reflecting continued recovery from prior year’s strike related inefficiencies.  The Commercial Products Group cost percentages increased due to the lower sales prices resulting from an increasingly competitive marketplace.  The heightened competition for the reduced number of major projects during this year has especially impacted our United States Aluminum facility in Texas. The Aluminum Extrusion Group also experienced comparatively higher cost percentages during the current quarter as material, labor and overhead production costs were spread over lower sales, which resulted from decreased tonnage being sold at reduced unit sales prices. The year to date comparison shows the cost of sales percentages relatively the same as production efficiencies gained from the higher tonnage mostly offset the lower per unit sales prices.

 

9

 

Selling, general and administrative expenses decreased by $194,000 or 2.6% from the prior year quarter and by $2,686,000 or 11.1% for the nine-month period.  Excluding a $631,000 gain on the sale of a former operating facility which was recognized during the first quarter last year, this nine-month comparison would have shown a net decrease of $3,317,000 or 13.4%.  The decrease in the current quarter was mainly attributable to lower employment costs.  A portion of the year to date decrease was due to income relating to recoveries on retrospective workers’ compensation policies totaling $897,000 in fiscal 2003 compared to an expense of $490,000 being recorded in the comparable period during fiscal year 2002.  The Company anticipates receiving refunds of previously expensed premiums due to changes in actual and projected claim activity.  The remainder of the year to date decrease also reflects reduced employment and advertising costs in the current year as well as the prior year containing some additional costs for strike related security and legal services.

 

The effective tax rate for the nine months ended March 31, 2003 was 37.3% for continuing operations whereas the comparable period of the prior year was 38.4%.  This decrease is primarily attributed to the prior year being higher as a result of losses incurred in states without related tax benefit.

 

 

Liquidity and Capital Resources

 

Working capital at March 31, 2003 stood at $61,241,000, an increase of $3,184,000 from June 30, 2002.  The ratio of current assets to current liabilities is currently 4.4 as compared to 4.6 as of the beginning of the year.

 

The Company projects net capital expenditures of $3,000,000 to $4,000,000 for fiscal 2003.  The Company anticipates financing these expenditures through internal cash flow and cash reserves.  The Company’s domestic line of credit remains unchanged from that described in the June 30, 2002 Annual Report to Shareholders.

 

 

Recent Accounting Pronouncements

 

In November 2002, the FASB issued Financial Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantee of Indebtedness of Others” (FIN 45).  FIN 45 requires that upon issuance of a guarantee, a guarantor must recognize a liability for the fair value of the obligation assumed under a guarantee.  FIN 45 also requires additional disclosures by a guarantor in its interim and annual financial statements about the obligations associated with guarantees issued.  The recognition provisions of FIN 45 are effective for any guarantees issued or modified after December 31, 2002.  The disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002.  The impact of such adoption did not have a material effect on the Company’s financial statements.

 

In January 2003, the FASB issued Financial Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46).  FIN 46 is an interpretation of Accounting Research Bulletin 51, “Consolidated Financial Statements”, and addresses consolidation by business enterprises of variable interest entities (VIE’s).  FIN 46 provides guidance on the identification of, and financial reporting for, entities over which control is achieved through

 

 

10

 

means other than voting rights.  FIN 46 requires an enterprise to consolidate a variable interest entity if that enterprise has a variable interest that will absorb a majority of the entity’s expected losses if they occur, receive a majority of the entity’s expected residual return if they occur, or both. The Company does not hold any interest in VIE’s and therefore the adoption of this interpretation will not impact the Company’s consolidated financial statements.

 

 

Forward-Looking Information

 

This report contains forward-looking statements with respect to the financial condition, results of operations and business of the Company.  Such items are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements.  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.

 

 

Controls and Procedures

 

Within 90 days prior to the filing date of this report, a review was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based on that review, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective.  There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the completion of their review.

 

11

 

INTERNATIONAL ALUMINUM CORPORATION

AND SUBSIDIARIES

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

			International Aluminum Corporation
			(Registrant)
Date:	May 13, 2003		MITCHELL K. FOGELMAN
			Mitchell K. Fogelman
			Senior Vice President – Finance
			(Principal Financial Officer)
Date:	May 13, 2003		MICHAEL J. NORRING
			Michael J. Norring
			Controller
			(Principal Accounting Officer)

 

 

12

 

CERTIFICATION

 

I, Cornelius C. Vanderstar, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of International Aluminum Corporation;

 

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.     designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.     evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c.     presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a.     all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b.     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  May 12, 2003	CORNELIUS C. VANDERSTAR
	Cornelius C. Vanderstar
	Chairman of the Board and Chief Executive Officer

 

13

 

CERTIFICATION

 

I, Mitchell K. Fogelman, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of International Aluminum Corporation;

 

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.     designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.     evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c.     presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a.     all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b.     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date:  May 12, 2003	MITCHELL K. FOGELMAN
	Mitchell K. Fogelman
	Senior Vice President – Finance and Chief Financial Officer

 

14

 

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of International Aluminum Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2003 as filed with the Securities and Exchange Commission (the “Report”), I, Cornelius C. Vanderstar, the Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.         The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date:  May 12, 2003	CORNELIUS C. VANDERSTAR
	Cornelius C. Vanderstar
	Chairman of the Board and Chief Executive Officer

 

 

In connection with the Quarterly Report of International Aluminum Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2003 as filed with the Securities and Exchange Commission (the “Report”), I, Mitchell K. Fogelman, the Senior Vice President-Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.         The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.         The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date:  May 12, 2003	MITCHELL K. FOGELMAN
	Mitchell K. Fogelman
	Senior Vice President – Finance  and Chief Financial Officer

 

15