##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

|      |  |                                                                                                                                              
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|[ü]   |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2002, or
|      |  |                                                                                                                                              
|[   ] |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from  to .                

Commission File Number 0-17028

Ironton Iron, Inc.
(Exact name of registrant as specified in its charter)

|                                                |  |                    
|----------------------------------------------- |  | -------------------
|Ohio                                            |  | 31-1117407         
|(State or other jurisdiction of                 |  | (IRS Employer      
|incorporation or organization)                  |  | Identification No.)
|                                                |  |                    
|5445 Corporate Drive, Suite 200, Troy, Michigan |  | 48098-2683         
|(Address of principal executive offices)        |  | (Zip code)         

(248) 952-2500
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o

At November 13, 2002 there were 23,000 shares of common stock, no par
value, outstanding.





---

TABLE OF CONTENTS



|                                                                                              |                                                 |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                                                               
|Item 1. Financial Statements                                                                 
|                                                                                              | Statements of Net Liabilities in Liquidation   
|                                                                                              | Statement of Deficiency                        
|                                                                                              | Notes to Interim Condensed Financial Statements
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION                                                                  
|Item 1. Legal Proceedings                                                                    
|Item 6. Exhibits and Reports on Form 8-K                                                     
|Signature                                                                                    
|Certifications                                                                               
|Exhibits Index                                                                               
|Certification of Chief Executive Officer                                                     
|Certification of Chief Financial Officer                                                     



---



##### Table of Contents



TABLE OF CONTENTS

|                              |  |                                                          
|----------------------------- |  | ---------------------------------------------------------
|PART I. FINANCIAL INFORMATION
|Item 1.                       |  | Financial Statements                                     
|                              |  | Statements of Net Liabilities in Liquidation             
|                              |  | Statement of Deficiency                                  
|                              |  | Notes to Interim Condensed Financial Statements          
|Item 2.                       |  | Managements Discussion and Analysis of Financial        
|                              |  | Condition and Results of Operations                      
|Item 3.                       |  | Quantitative and Qualitative Disclosure about Market Risk
|Item 4.                       |  | Controls and Procedures                                  
|PART II. OTHER INFORMATION   
|Item 1.                       |  | Legal Proceedings                                        
|Item 6.                       |  | Exhibits and Reports on Form 8-K                         
|Signature                    
|Certifications               
|Exhibit Index                
|Exhibit 99.1                  |  | Certification of Chief Executive Officer                 
|Exhibit 99.2                  |  | Certification of Chief Financial Officer                 

2



---



##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements




Ironton Iron, Inc.
(In Process of Orderly Shutdown)

Statements of Net Liabilities in Liquidation(in thousands of dollars)

|                               |                      |   |               |        |  |              |        |        | 
|------------------------------ | -------------------- | - | ------------- | ------ |  | ------------ | ------ | ------ | 
|                               |                      |   | September 30, |        |  | December 31, |       
|                               |                      |   | 2002          |        |  | 2001         |       
|                               |                      |   |               |        |  |              |       
|                               |                      |   | (Unaudited)   |        |  |              |        |        | 
|Assets:                        |                      |   |               |        |  |              |        |       
|                               | Assets held for sale |   | $             | 891    |  |              | $      | 962    | 
|Liabilities:                   |                      |   |               |        |  |              |        |       
|                               | Accrued liabilities  |   |               | 316    |  |              |        | 484    | 
|                               | Due to affiliates    |   |               | 73,433 |  |              |        | 73,005 | 
|                               |                      |   |               |        |  |              |       
|Total liabilities              |                      |   | 73,749        |        |  |              | 73,489 |       
|                               |                      |   |               |        |  |              |       
|Net liabilities in liquidation |                      | $ | 72,858        |        |  | $            | 72,527 |       
|                               |                      |   |               |        |  |             

See accompanying notes.

3



---



##### Table of Contents






Ironton Iron, Inc.
(In Process of Orderly Shutdown)

Statement of Deficiency(in thousands of dollars)

|                                                     |                                           |   |                    |     | 
|---------------------------------------------------- | ----------------------------------------- | - | ------------------ | --- | 
|                                                     |                                           |   | Nine Months ended  |    
|                                                     |                                           |   | September 30, 2002 |    
|                                                     |                                           |   |                    |    
|                                                     |                                           |   | (Unaudited)        |    
|Net liabilities in liquidation at December 31, 2001  |                                           | $ | 72,527             |    
|                                                     | Changes in net liabilities in liquidation |   |                    | 331 | 
|                                                     |                                           |   |                   
|Net liabilities in liquidation at September 30, 2002 |                                           | $ | 72,858             |    
|                                                     |                                           |   |                   

See accompanying notes.

4



---



##### Table of Contents






Ironton Iron, Inc.
(In Process of Orderly Shutdown)

Notes to Interim Condensed Financial Statements

September 30, 2002 (Unaudited)

1. Summary of Significant Accounting Policies

Background and Summary of Significant Developments

Until March 31, 2000 Ironton Iron, Inc. (Ironton) was engaged in the
production and sale of ductile iron castings, primarily for the automotive
industry. INTERMET Corporation (INTERMET) owns all of the issued and
outstanding common stock of Ironton.

During the fourth quarter of 1999, INTERMETs board of directors authorized the
closure of Ironton. INTERMETs management approved and announced its plan
for the liquidation of Ironton. The decision to close this foundry was the
principal reason for treating the assets as held for sale and valuing them
at the estimated fair market value. At December 31, 1999, Ironton
recorded a shut down accrual for the building demolition and environmental
remediation costs. Also at December 31, 1999 Ironton adopted the
liquidation basis of accounting.

The $484 thousand accrued at December 31, 2001 consists primarily of
workers compensation costs and environmental remediation costs. During the
nine months ended September 30, 2002, we incurred approximately $174 thousand for
workers compensation claims, $204 thousand for health insurance, and $81
thousand for environmental remediation. Those amounts not accrued previously
were recorded directly to the statement of deficiency. The remaining accrued
liabilities of $316 thousand at September 30, 2002 are managements estimate of
the remaining costs for workerscompensation.

The $0.9 million included as Assets held for sale on the accompanying
statement of net liabilities in liquidation at September 30, 2002 is the
estimated fair value of the remaining assets.

5



---



##### Table of Contents



Ironton Iron, Inc.
(In Process of Orderly Shutdown)

Notes to Interim Condensed Financial Statements

September 30, 2002 (Unaudited)

1. Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of financial statements in accordance with accounting
principles generally accepted in the United States under the liquidation basis
of accounting requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes.
Ironton has made significant estimates relative to the valuation of all its
assets and liabilities, including, among others, the estimate for shutdown and
the fair value of assets held for sale. Actual results may differ from amounts
estimated.

Basis of Accounting

Ironton adopted the liquidation basis of accounting as of December 31, 1999.
The liquidation basis of accounting requires that assets and liabilities be
stated at their estimated fair value. Accordingly, the statements of net
liabilities in liquidation reflect assets and liabilities based on their
estimated fair values and estimated settlement amounts. Changes in the
estimated liquidation value of assets and liabilities are recognized in the
statements of deficiencies in the period in which such changes are known. The
statements of net liabilities in liquidation have been presented on such basis to
provide more relevant information. However, as a result of the adoption of the
plan for liquidation, comparative information using accounting principles
applicable to a going concern and certain other disclosures are not meaningful
and have not been presented in the accompanying financial statements.

2. Related Party Transactions

INTERMET incurs various selling, general and administrative costs principally
related to salaries, professional services, aircraft and occupancy, which are
allocated to each of its subsidiaries, including Ironton. Based on INTERMETs
decision to close the Ironton foundry in 2000, no allocation has been made for
the administrative expenses incurred related to Ironton during 2002.

6



---



##### Table of Contents



Ironton Iron, Inc.
(In Process of Orderly Shutdown)

Notes to Interim Condensed Financial Statements

September 30, 2002 (Unaudited)

3. Commitments and Contingencies

Ironton is a party to various legal proceedings arising out of the ordinary
course of business prior to its shutdown. Ironton does not believe any of these
matters will have a material adverse effect on its net liabilities in
liquidation.

4. Guarantee of Debt

On June 13, 2002, INTERMET Corporation, our parent company, issued $175 million
of senior notes, which will mature in 2009. The senior notes are guaranteed by
certain of INTERMETs domestic wholly-owned subsidiaries
including Ironton (Combined Guarantor
Subsidiaries). In addition, Ironton, together with the other
Combined Guarantor Subsidiaries, is a guarantor of INTERMETs $300
million revolving credit facility, of which $161.7 million was available as of September 30, 2002. The guarantees are
unconditional and joint and several.

Certain of INTERMETs domestic subsidiaries (Intermet International, Inc.,
Intermet Holding Company, Transnational Indemnity Company, and Western Capital
Corporation) and all of INTERMETs foreign subsidiaries are not guarantors of
the senior notes (Combined Non-Guarantor Subsidiaries). The Combined
Non-Guarantor Subsidiaries had approximately $0.3 million of debt outstanding
as of September 30, 2002.

7



---



##### Table of Contents



Forward Looking Statement

The following Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations and Item 3. Quantitative and Qualitative
Disclosures about Market Risk contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. When used in
these sections, the words anticipate, believe, estimate and expect and
similar expressions are generally intended to identify forward-looking
statements. Readers are cautioned that any forward-looking statements,
including statements regarding the intent, belief or current expectations of
Ironton or its management, are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those in the forward-looking statements as a result of various factors
including, but not limited to:



| |  | the ability of Ironton to liquidate its assets at the stated values,                                                                                                                                 
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the ability of Ironton to address and remediate any environmental
issues,                                                                                                                            
| 
| |  | the future costs that may be associated with the shutdown, including,
but not limited to, environmental remediation work that may be
required at Irontons property for which Ironton has no accrual,
| 
| |  | other risks detailed from time to time in Irontons filings with the
Securities and Exchange Commission.                                                                                             

Ironton does not intend to update these forward-looking statements.




Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Plant Closure and Liquidation Update

Ironton ceased operations on March 31, 2000. As of September 30, 2002, Ironton
has $891 thousand in fixed assets remaining, consisting of machinery and the
real property at which Ironton operated. Management anticipates that the
machinery will be sold or transferred to other INTERMET facilities. The
demolition of the Ironton facility commenced during the third quarter of 2000
and was completed in third quarter of 2001. Management believes that when the
plan for orderly shutdown is complete and that when Irontons present and
contingent liabilities are satisfied, there will not be any assets available
for distribution to its preferred shareholders. Management does not anticipate
that any such distributions will be made.

During the nine months ended September 30,
2002, Ironton incurred approximately
$174 thousand for workers compensation claims, $204 thousand for health
insurance, and $81 thousand on environmental remediation. Those amounts not
previously accrued were recorded directly to the statement of deficiency. The
remaining accrual of $316 thousand is managements estimate of the remaining
costs to be incurred related primarily to workers compensation.

8



---



##### Table of Contents



Assets and Liabilities following the Plan for Orderly Shutdown

As a result of the plan for orderly shutdown, Ironton adopted the liquidation
basis of accounting as of December 31, 1999. The liquidation basis of
accounting requires that assets and liabilities be stated at their estimated
fair values. Accordingly, the statement of net liabilities in liquidation
reflects assets and liabilities based on their estimated fair values and
estimated settlement amounts at September 30, 2002 and December 31, 2001. The
statement of net liabilities in liquidation has been presented on such basis to
provide more relevant information. However, as a result of the plan for
orderly shutdown, comparative information and certain other disclosures are not
meaningful and have not been presented in the Managements Discussion and
Analysis of Financial Condition and Results of Operations and accompanying
financial statements.

Irontons real property and machinery were segregated on the statement of net
liabilities in liquidation as assets held for sale. Ironton did not accrue any
additional amounts for asset impairment or shutdown for the nine months ended
September 30, 2002. However, Ironton may have additional costs related to
asset impairment or shutdown after that date, which would be recorded directly
to the statement of deficiency.

Guarantee of Debt

On June 13, 2002, INTERMET Corporation, our parent company, issued $175 million
of senior notes, which will mature in 2009. The senior notes are guaranteed by
certain of INTERMETs domestic wholly-owned subsidiaries
including Ironton (Combined Guarantor
Subsidiaries). In addition, Ironton, together with the other
Combined Guarantor Subsidiaries, is a guarantor of INTERMETs $300
million revolving credit facility, of which $161.7 million was available as of September 30, 2002. The guarantees are
unconditional and joint and several.




Item 3. Quantitative and Qualitative Disclosures about Market Risk

As part of the plan for orderly shutdown, Ironton ceased production on March
31, 2000. Therefore, quantitative and qualitative disclosures about market
risk are not applicable.

9



---



##### Table of Contents






Item 4. Controls and Procedures



|(a) |  | We have conducted an evaluation of our disclosure controls and
procedures, as such term is defined under Rules 13a14(c) and
15d14(c) under the
Securities Exchange Act of 1934, as amended, within 90 days of the filing
date of this report. Based on our evaluation, our principal executive
officer and principal financial officer have concluded that our disclosure
controls and procedures are effective to ensure that information required
to be disclosed by us is recorded, processed, summarized and reported
within the required time periods.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | There have been no significant changes in our internal
controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation referenced in paragraph
(a) above.                                                                                                                                                                                                                                                                                                                                               

10



---



##### Table of Contents






PART II  OTHER INFORMATION




Item 1. Legal Proceedings

Ironton is a party to various legal proceedings arising out of the ordinary
course of its business prior to its shutdown. Ironton does not believe any of
these matters will have a material adverse effect on its net liabilities in
liquidation.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.




Item 6. Exhibits and Reports on Form 8-K

(a)  The following exhibits are filed with this Report pursuant to Item 601 of
Regulation S-K:

|        |  |                                         
|------- |  | ----------------------------------------
|Exhibit |  |                                         
|Number  |  | Description of Exhibit                  
|        |  |                                         
|99.1    |  | Certification of Chief Executive Officer
|99.2    |  | Certification of Chief Financial Officer

11



---



##### Table of Contents






SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

| |  |                    |  |                    
| |  | ------------------ |  | -------------------
| |  | Ironton Iron, Inc.
| |  |                    |  |                    
| |  | By:                |  | /s/ Robert E. Belts
| |  |                    |  | Robert E. Belts    
| |  |                    |  | President          
| |  |                    |  |                    
| |  | Date:              |  | November 13, 2002  

12



---



##### Table of Contents






Certifications

I, John Doddridge, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Ironton Iron, Inc.;                                                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|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 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: November 13, 2002



| | /s/ John Doddridge                                          
| | ------------------------------------------------------------
| | Chairman and Chief Executive Officer of INTERMET
Corporation

13



---



##### Table of Contents



Certifications

I, Robert E. Belts, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Ironton Iron, Inc.;                                                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|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 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: November 13, 2002



| | /s/ Robert E. Belts                                                                                          
| | -------------------------------------------------------------------------------------------------------------
| | President of Ironton Iron,
Inc. Vice President of Finance and Chief Financial
Officer of INTERMET Corporation

14



---



##### Table of Contents






Exhibits Index

|               |  |                                         
|-------------- |  | ----------------------------------------
|Exhibit Number |  | Description of Exhibit                  
|               |  |                                         
|99.1           |  | Certification of Chief Executive Officer
|99.2           |  | Certification of Chief Financial Officer

15