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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 March 31, 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                            |  | 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

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 May 14, 2003 there were 23,000 shares of common stock, no par value,
outstanding.





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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 andResults 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                                                                                   
|Certification                                                                               
|Exhibit Index                                                                               
|Sec. 906 Certification of CEO and CFO                                                       



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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                                                                             |  |                                                                                      
|Certification                                                                         |  |                                                                                      
|Exhibit Index                                                                         |  |                                                                                      
|Exhibit 99.1 906 Certification of Chief Executive Officer and Chief Financial Officer

2



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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)

|                               |                      |   |             |        |  |              |        |        | 
|------------------------------ | -------------------- | - | ----------- | ------ |  | ------------ | ------ | ------ | 
|                               |                      |   | March 31,   |        |  | December 31, |       
|                               |                      |   | 2003        |        |  | 2002         |       
|                               |                      |   |             |        |  |              |       
|                               |                      |   | (Unaudited) |        |  |              |       
|Assets:                        |                      |   |             |        |  |              |        |       
|                               | Assets held for sale |   | $           | 856    |  |              | $      | 856    | 
|Liabilities:                   |                      |   |             |        |  |              |        |       
|                               | Accounts payable     |   |             | 1      |  |              |        | 12     | 
|                               | Accrued liabilities  |   |             | 199    |  |              |        | 215    | 
|                               | Due to affiliates    |   |             | 73,654 |  |              |        | 73,569 | 
|                               |                      |   |             |        |  |              |       
|Total liabilities              |                      |   | 73,854      |        |  |              | 73,796 |       
|                               |                      |   |             |        |  |              |       
|Net liabilities in liquidation |                      | $ | 72,998      |        |  | $            | 72,940 |       
|                               |                      |   |             |        |  |              |       

See accompanying notes.

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

Statement of Deficiency(in thousands of dollars)

|                                                    |                                           |   |                    |    | 
|--------------------------------------------------- | ----------------------------------------- | - | ------------------ | -- | 
|                                                    |                                           |   | Three Months ended |   
|                                                    |                                           |   | March 31, 2003     |   
|                                                    |                                           |   |                    |   
|                                                    |                                           |   | (Unaudited)        |   
|Net liabilities in liquidation at December 31, 2002 |                                           | $ | 72,940             |   
|                                                    | Changes in net liabilities in liquidation |   |                    | 58 | 
|                                                    |                                           |   |                   
|Net liabilities in liquidation at March 31, 2003    |                                           | $ | 72,998             |   
|                                                    |                                           |   |                   

See accompanying notes.

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

Notes to Interim Condensed Financial Statements

March 31, 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 three months ended March 31, 2003, we incurred $16,000 for
workers compensation claims which was accrued previously. We also incurred
$58,000 for health insurance which was not accrued previously and was recorded
directly to the statement of deficiency. The remaining accrued liabilities of
$199,000 at March 31, 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 March 31, 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.

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

Notes to Interim Condensed Financial Statements

March 31, 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 March 31, 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.

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

Notes to Interim Condensed Financial Statements

March 31, 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 $95.6 million was available as of
March 31, 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 March 31, 2003.

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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 March 31, 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 three months ended March 31, 2003, we incurred $16,000 for
workers compensation claims which was accrued previously. We also incurred
$58,000 for health insurance which was not accrued previously and was recorded
directly to the statement of deficiency. The remaining accrued liabilities of
$199,000 at March 31, 2003 are managements estimate of the remaining costs for
workers compensation.

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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 March 31, 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 three months ended
March 31, 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 $95.6 million was available as of
March 31, 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-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 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 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.                                                                                                                                                                                                                                                                                                                                              

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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           |  | 906 Certification of Chief Executive Officer and Chief Financial Officer

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

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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:              |  | May 14, 2003                                                 

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Certification

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: May 14, 2003 |  | /s/ Robert E. BeltsPresident of Ironton Iron, Inc.
(Principal Executive Officer and Principal Financial Officer)
Vice President of Finance and Chief Financial
Officer of INTERMET Corporation

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EXHIBIT INDEX







|            |  |                                                                                                                      
|----------- |  | ---------------------------------------------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                                                          
|            |  |                                                                                                                      
|EX-99.1     |  | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002