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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION  FORM 10-Q [ü]
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended March 31, 2004, or
 [    ]
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from            to      .
 Commission File Number 0-17028 Ironton Iron, Inc.  Ohio
    
    31-1117407(State or other jurisdiction of
incorporation or organization)
    
    (IRS Employer
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 [  ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [  ] No [X] At May 10, 2004 there were 23,000 shares of common stock, no par value,
outstanding.




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TABLE OF CONTENTS PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsStatements of Net Liabilities in LiquidationStatement of DeficiencyNotes to Interim Condensed Financial StatementsItem 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.
    
    Quantitative and Qualitative Disclosure about Market RisksItem 4.
    
    Controls and ProceduresPART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal ProceedingsItem 6.
    
    Exhibits and Reports on Form 8-KSignatureExhibit Index1st Amendment to 1st Amended & Restated Credit Agm1st Amendment to Letter of Credit Facility Agrmt.Certification by CEO and CFO To Section 302Certification by CEO and CFO To Section 906
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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 31,2004
    
    2003(Unaudited)Assets:Assets held for sale
    
    $
    341
    
    
    $
    341Liabilities:Accrued liabilities
    
    
    759
    
    
    
    481Due to affiliates
    
    
    74,006
    
    
    
    73,909Total liabilities
    
    
    74,765
    
    
    
    74,390Net liabilities in liquidation
    
    $
    74,424
    
    
    $
    74,049
 See accompanying notes. 3




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Ironton Iron, Inc.
(In Process of Orderly Shutdown) 
 Statement of Deficiency(in thousands of dollars) Three Months EndedMarch 31, 2004(Unaudited)Net liabilities in liquidation at December 31, 2003
    
    $
    74,049Changes in net liabilities in liquidation
    
    
    375Net liabilities in liquidation at March 31, 2004
    
    $
    74,424
 See accompanying notes. 4




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Ironton Iron, Inc.
(In Process of Orderly Shutdown) 
 Notes to Interim Condensed Financial Statements March 31, 2004 (Unaudited) 1. Background and 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. On December 7, 1999, 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. During the three months ended March 31, 2004, we paid $42,000 for workers
compensation claims which was accrued for previously. In addition, we
increased the accrual for workers compensation by $318,000. We also incurred
$57,000 for health insurance which was not accrued for previously. Both the
additional workers compensation charge of $318,000 and health insurance
expense of $57,000 were recorded directly to the statement of deficiency. The
Accrued liabilities of $759,000 at March 31, 2004 in the accompanying
statements of net liabilities in liquidation are managements estimate of the
remaining costs for workers compensation. The $341,000 included as Assets held for sale on the accompanying statements
of net liabilities in liquidation at March 31, 2004 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. 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 values. 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 values 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. 5




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Ironton Iron, Inc.
(In Process of Orderly Shutdown) Notes to Interim Condensed Financial Statements March 31, 2004 (Unaudited) 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 during 2000, no allocation was made to
Ironton for the administrative expenses incurred during 2004. At March 31, 2004 and December 31, 2003, outstanding aggregate loans from
INTERMET to Ironton were $74.0 million and $73.9 million, respectively. 3. Commitments and Contingencies Ironton is a not currently a party to any legal proceedings that we believe are
likely to have a material adverse effect on Irontons financial condition.
Ironton was and is subject to federal, state and local environmental laws and
regulations concerning, among other things, air emissions, effluent discharges,
storage, treatment and disposal of hazardous materials and remediation of
contaminated soil and groundwater. Activities that we conducted at the Ironton
plant site could result in future liability for historical releases of
hazardous substances, which could be material to Irontons financial condition. 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). The guarantees are unconditional and joint
and several. In addition, Ironton, together with the other Combined Guarantor Subsidiaries,
is a guarantor of an INTERMETs First Amended and Restated Credit Agreement,
which provides for a $90 million revolving credit line and a $120 million term
loan. 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 $16.3 million of debt outstanding as of March
31, 2004. 6




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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 liquidation, 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 and demolition of the plant was
completed in the third quarter of 2001. As of March 31, 2004, Ironton has
$341,000 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. 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, 2004, we paid $42,000 for workers
compensation claims which was accrued for previously. In addition, we
increased the accrual for workers compensation by $318,000. We also incurred
$57,000 for health insurance which was not accrued previously. Both the
additional workers compensation charge of $318,000 and health insurance
expense of $57,000 were recorded directly to the statement of deficiency. The
accrued liabilities of $759,000 at March 31, 2004 are managements estimate of
the remaining costs for workers compensation. 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, 2004 and December 31, 2003. The
statements of net liabilities in liquidation have 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 remaining 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, 2004. 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. 7




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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). The guarantees are unconditional and joint
and several. In addition, Ironton, together with the other Combined Guarantor Subsidiaries,
is a guarantor of an INTERMETs First Amended and Restated Credit Agreement,
which provides for a $90 million revolving credit line and a $120 million term
loan. The guarantees are unconditional and joint and several. 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk This is no longer applicable as Ironton has ceased operations and is in
liquidation. 
 Item 4. Controls and Procedures We carried out an evaluation, under the supervision and with the participation
of management, including our principal executive officer and principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined under Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March
31, 2004. Based upon that evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures are effective in timely alerting him to material information
relating to us that is required to be included in our periodic Security
Exchange Commission reports. There was no change in our internal control over financial reporting that
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting. 8




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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) Exhibits The following exhibits are filed with this Report pursuant to Item 601 of
Regulation S-K: ExhibitNumber
    
    Description of Exhibit10.1
    
    First Amendment to First Amended and Restated Credit Agreement10.2
    
    First Amendment to Letter of Credit Facility Agreement31
    
    Certification by the Chief Executive Officer and Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    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. 9




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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. BeltsRobert E. BeltsPresident of Ironton Iron, Inc.(Principal Executive Officer and Principal
Financial Officer)Vice President of Finance and Chief Financial
Officer of INTERMET CorporationDate:
    
    May 10, 2004
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Exhibit Index ExhibitNumber
    
    Description of Exhibit10.1
    
    First Amendment to First Amended and Restated Credit Agreement10.2
    
    First Amendment to Letter of Credit Facility Agreement31
    
    Certification by the Chief Executive Officer and Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    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