##### Table of Contents



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

FORM 10-Q

|  |  |                                                                                                                                         
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|x |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2003, or
|  |  |                                                                                                                                         
|o |  | 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
(State or other jurisdiction of
incorporation or organization)                      |  | 31-1117407
(IRS Employer
Identification No.)
|                                                                                         |  |                                             
|5445 Corporate Drive, Suite 200, Troy, Michigan
(Address of principal executive offices) |  | 48098-2683
(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

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

At August 13, 2003 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 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                                                                                    
|Exhibit Index                                                                                
|Section 302 Certification of CEO and CFO                                                     
|Section 906 Certification of CEO and CFO                                                     



---



##### 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                    
|Exhibit Index                
|Exhibit 31                    |  | Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                 
|Exhibit 32                    |  | Certification of Periodic Financial Report by the Chief Executive
Officer and Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

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)

|                               |                      |   |             |        |  |              |        |        | 
|------------------------------ | -------------------- | - | ----------- | ------ |  | ------------ | ------ | ------ | 
|                               |                      |   | June 30,    |        |  | December 31, |       
|                               |                      |   | 2003        |        |  | 2002         |       
|                               |                      |   |             |        |  |              |       
|                               |                      |   | (Unaudited) |        |  |              |       
|Assets:                        |                      |   |             |        |  |              |        |       
|                               | Assets held for sale |   | $           | 856    |  |              | $      | 856    | 
|Liabilities:                   |                      |   |             |        |  |              |        |       
|                               | Accounts payable     |   |             |       |  |              |        | 12     | 
|                               | Accrued liabilities  |   |             | 169    |  |              |        | 215    | 
|                               | Due to affiliates    |   |             | 73,743 |  |              |        | 73,569 | 
|                               |                      |   |             |        |  |             
|Total liabilities              |                      |   | 73,912      |        |  |              | 73,796 |       
|                               |                      |   |             |        |  |             
|Net liabilities in liquidation |                      | $ | 73,056      |        |  | $            | 72,940 |       
|                               |                      |   |             |        |  |             

See accompanying notes.

3



---



##### Table of Contents






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

Statement of Deficiency(in thousands of dollars)

|                                                    |                                           |   |                  |     | 
|--------------------------------------------------- | ----------------------------------------- | - | ---------------- | --- | 
|                                                    |                                           |   | Six Months Ended |    
|                                                    |                                           |   | June 30, 2003    |    
|                                                    |                                           |   |                  |    
|                                                    |                                           |   | (Unaudited)      |    
|Net liabilities in liquidation at December 31, 2002 |                                           | $ | 72,940           |    
|                                                    | Changes in net liabilities in liquidation |   |                  | 116 | 
|                                                    |                                           |   |                 
|Net liabilities in liquidation at June 30, 2003     |                                           | $ | 73,056           |    
|                                                    |                                           |   |                 

See accompanying notes.

4



---



##### Table of Contents






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

Notes to Interim Condensed Financial Statements

June 30, 2003 (Unaudited)

1. Summary of Significant Accounting Policies

Background and Summary of Significant Developments

Ironton Iron, Inc. (Ironton) was engaged in the production and sale of
ductile iron castings, primarily for the transportation 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 adopted
the liquidation basis of accounting.

During the six months ended June 30, 2003, we incurred $44,000 for
workers compensation claims which was accrued previously. We also incurred
$116,000 for health insurance which was not accrued previously and was recorded
directly to the statement of deficiency. The remaining accrued liabilities of
$169,000 at June 30, 2003 are managements estimate of the remaining costs for
workers compensation.

The $856,000 included as Assets held for sale on the accompanying statements
of net liabilities in liquidation at June 30, 2003 is the estimated fair value
of the remaining real property and machinery.

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 fair value of assets held
for sale. Actual results may differ from amounts estimated.

5



---



##### Table of Contents



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

Notes to Interim Condensed Financial Statements

June 30, 2003 (Unaudited)

1. Summary of Significant Accounting Policies (continued)

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
statement 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 1999, no allocation has been made for
the administrative expenses incurred related to Ironton during 2003.

At June 30, 2003 and December 31, 2002, outstanding aggregate loans from
INTERMET to Ironton were $73.7 million and $73.6 million, respectively.

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.

6



---



##### Table of Contents



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

Notes to Interim Condensed Financial Statements

June 30, 2003 (Unaudited)

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 $225
million revolving credit facility, of which $96.9 million was unused and
available as of June 30, 2003. The revolving credit facility is secured by,
among others, a pledge and mortgage of Irontons assets. 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 June 30, 2003.

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 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 June 30, 2003, Ironton has
$856,000 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 six months ended June 30, 2003, we incurred $44,000 for
workers compensation claims which was accrued previously. We also incurred
$116,000 for health insurance which was not accrued previously and was recorded
directly to the statement of deficiency. The remaining accrued liabilities of
$169,000 at June 30, 2003 are managements estimate of the remaining costs for
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 statements of net liabilities in liquidation
reflects assets and liabilities based on their estimated fair values and
estimated settlement amounts at June 30, 2003 and December 31, 2002. The
statements 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 statements of net
liabilities in liquidation as assets held for sale. Ironton did not accrue any
additional amounts for asset impairment or shutdown for the six months ended
June 30, 2003. 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 $225
million revolving credit facility, of which $96.9 million was unused and
available as of June 30, 2003. The revolving credit facility is secured by,
among others, a pledge and mortgage of Irontons assets. 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.




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-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended, as of June 30,
2003. Based on our evaluation, our principal executive officer and
principal financial officer has 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 changes in our internal control over financial
reporting during the quarter ended June 30, 2003 that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.                                                                                                                                                                                                                                                                                  

9



---



##### 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)  Exhibits

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

|               |  |                                                                                                                                                                 
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                          
|               |  |                                                                                                                                                                 
|31             |  | Certification by the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                             
|               |  |                                                                                                                                                                 
|32             |  | Certification of Periodic Financial Report by the Chief
Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K

No reports on Form 8-K were filed by Ironton during the quarter for which
this report is being filed.

10



---



##### 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 of Ironton Iron, Inc.                              
| |  |       |  | (Principal Executive Officer and Principal Financial Officer)
| |  |       |  | Vice President of Finance and Chief Financial Officer of     
| |  |       |  | INTERMET Corporation                                         
| |  |       |  |                                                              
| |  | Date: |  | August 13, 2003                                              

11



---



##### Table of Contents






Exhibit Index

|               |  |                                                                                                                                                                 
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                          
|               |  |                                                                                                                                                                 
|31             |  | Certification by the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                             
|               |  |                                                                                                                                                                 
|32             |  | Certification of Periodic Financial Report by the Chief
Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

12