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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  April 26, 2003OR


[  ] 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: 333-57011

|                    
|--------------------
|Iron Age Corporation
|                    

(Exact name of registrant as specified in its charter)


|                              |  |                       
|----------------------------- |  | ----------------------
|Delaware                      |  | 25-1376723            
|                              |  |                       
|(State or other jurisdiction  |  | (I.R.S. Employer      
|incorporation or organization |  | Identification Number)

|                                                                 
|-----------------------------------------------------------------
|Robinson Plaza Three, Suite 400, Pittsburgh, Pennsylvania   15205
|                                                                 
|(Address of principal executive offices)                         
|(Zip Code)                                                       

|                                                                 
|-----------------------------------------------------------------
|(412) 787-4100
Registrants telephone number, including area code)

|                                                                                  
|----------------------------------------------------------------------------------
|Not Applicable.                                                                   
|(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether 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  [  ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.      Yes  [  ]          No [  ]     Not Applicable.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes  [  ]            No  [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuers classes of
common stock as of the latest practicable date. Not Applicable.





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TABLE OF CONTENTS



|                               |                                                                                               |                                                        |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------ |  |  |  |  |  | 
|PART 1  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements.                                                                
|                               |                                                                                               | Consolidated Balance Sheets                           
|                               |                                                                                               | Consolidated Statements of Operations (Unaudited)     
|                               |                                                                                               | Consolidated Statements of Cash Flows (Unaudited)     
|                               |                                                                                               | Notes to Consolidated Financial Statements (Unaudited)
|                               | 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 2. Changes in Securities and Use of Proceeds.                                           
|                               | Item 3. Defaults upon Senior Securities.                                                     
|                               | Item 4. Submission of Matters to a Vote of Security Holders.                                 
|                               | Item 5. Other Information.                                                                   
|                               | Item 6. Exhibits and Reports on Form 8-K.                                                    
|Exhibit 10.71                 
|Exhibit 99.1                  
|Exhibit 99.2                  



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|                               |  |                                                                                                    |  | 
|------------------------------ |  | -------------------------------------------------------------------------------------------------- |  | 
|PART 1 - FINANCIAL INFORMATION
|Item 1. Financial Statements. 
|                               |  | The following financial statements are presented herein:                                          
|                               |  | Consolidated Balance Sheets as of April 26, 2003 and January 25, 2003                             
|                               |  | Consolidated Statements of Operations for the three months ended April 26, 2003 and April 27, 2002
|                               |  | Consolidated Statements of Cash Flows for the three months ended April 26, 2003 and April 27, 2002
|                               |  | Notes to Consolidated Financial Statements                                                        

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Iron Age Corporation
Consolidated Balance Sheets

|                                              |                                                                             |   |                        |         |            |   |         |         |  
|--------------------------------------------- | --------------------------------------------------------------------------- | - | ---------------------- | ------- | ---------- | - | ------- | ------- | -
|                                              |                                                                             |   | April 26               |         | January 25
|                                              |                                                                             |   | 2003                   |         | 2003      
|                                              |                                                                             |   |                        |         |           
|                                              |                                                                             |   | (unaudited)            |         |            |   |        
|                                              |                                                                             |   | (Dollars in Thousands)
|Assets                                        |                                                                             |   |                        |         |            |   |         |        
|Current assets:                               |                                                                             |   |                        |         |            |   |         |        
|                                              | Cash and cash equivalents                                                   |   | $                      | 248     |            |   | $       | 323     |  
|                                              | Accounts receivable, net                                                    |   |                        | 14,486  |            |   |         | 13,548  |  
|                                              | Inventories (Note 2)                                                        |   |                        | 33,114  |            |   |         | 31,671  |  
|                                              | Prepaid expenses                                                            |   |                        | 3,259   |            |   |         | 3,134   |  
|                                              | Deferred income taxes                                                       |   |                        | 775     |            |   |         | 713     |  
|                                              |                                                                             |   |                        |         |            |   |         |        
|Total current assets                          |                                                                             |   | 51,882                 |         |            |   | 49,389  |        
|Note receivable from parent                   |                                                                             |   | 1,654                  |         |            |   | 1,654   |        
|Property and equipment, net                   |                                                                             |   | 12,687                 |         |            |   | 12,681  |        
|Other noncurrent assets                       |                                                                             |   | 172                    |         |            |   | 170     |        
|Intangible assets, net                        |                                                                             |   | 13,417                 |         |            |   | 13,852  |        
|                                              |                                                                             |   |                        |         |            |   |         |        
|Total assets                                  |                                                                             | $ | 79,812                 |         |            | $ | 77,746  |        
|                                              |                                                                             |   |                        |         |            |   |         |        
|Liabilities and stockholders deficit         |                                                                             |   |                        |         |            |   |         |        
|Current liabilities:                          |                                                                             |   |                        |         |            |   |         |        
|                                              | Long-term debt and revolving credit facilities                              |   | $                      | 97,349  |            |   | $       | 97,908  |  
|                                              | Accounts payable                                                            |   |                        | 4,340   |            |   |         | 3,272   |  
|                                              | Accrued expenses                                                            |   |                        | 8,074   |            |   |         | 5,999   |  
|                                              |                                                                             |   |                        |         |            |   |         |        
|Total current liabilities                     |                                                                             |   | 109,763                |         |            |   | 107,179 |        
|Other noncurrent liabilities                  |                                                                             |   | 319                    |         |            |   | 324     |        
|Deferred income taxes                         |                                                                             |   | 4,195                  |         |            |   | 4,205   |        
|                                              |                                                                             |   |                        |         |            |   |         |        
|Total liabilities                             |                                                                             |   | 114,277                |         |            |   | 111,708 |        
|Commitments and contingencies                 |                                                                             |   |                       |         |            |   |        |        
|Holdings Series B redeemable preferred stock |                                                                             |   | 10,601                 |         |            |   | 10,100  |        
|Holdings Series C redeemable preferred stock |                                                                             |   | 8,648                  |         |            |   | 8,193   |        
|Stockholders deficit:                        |                                                                             |   |                        |         |            |   |         |        
|                                              | Common stock, $1 par value; 1,000 shares
authorized, issued and outstanding |   |                        | 1       |            |   |         | 1       |  
|                                              | Additional paid-in capital                                                  |   |                        | 44,466  |            |   |         | 44,466  |  
|                                              | Accumulated deficit                                                         |   |                        | (97,936 | )          |   |         | (96,435 | )
|                                              | Accumulated other comprehensive loss                                        |   |                        | (245    | )          |   |         | (287    | )
|                                              |                                                                             |   |                        |         |            |   |         |        
|Total stockholders deficit                   |                                                                             |   | (53,714                | )       |            |   | (52,255 | )      
|                                              |                                                                             |   |                        |         |            |   |         |        
|Total liabilities and stockholders deficit   |                                                                             | $ | 79,812                 |         |            | $ | 77,746  |        
|                                              |                                                                             |   |                        |         |            |   |         |        

See accompanying notes.

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Iron Age Corporation
Consolidated Statements of Operations (Unaudited)

|                                                                                          |  |                        |        |          |  |   |         |  
|----------------------------------------------------------------------------------------- |  | ---------------------- | ------ | -------- |  | - | ------- | -
|                                                                                          |  | Three months ended    
|                                                                                          |  | April 26               |        | April 27
|                                                                                          |  | 2003                   |        | 2002    
|                                                                                          |  |                        |        |         
|                                                                                          |  | (Dollars in Thousands)
|Net sales                                                                                 |  | $                      | 27,481 |          |  | $ | 27,576  |  
|Cost of sales                                                                             |  |                        | 13,640 |          |  |   | 13,540  |  
|                                                                                          |  |                        |        |          |  |   |         |  
|Gross profit                                                                              |  |                        | 13,841 |          |  |   | 14,036  |  
|Selling, general and administrative                                                       |  |                        | 10,869 |          |  |   | 9,787   |  
|Depreciation                                                                              |  |                        | 429    |          |  |   | 384     |  
|Amortization of intangible assets                                                         |  |                        | 556    |          |  |   | 544     |  
|                                                                                          |  |                        |        |          |  |   |         |  
|Operating income                                                                          |  |                        | 1,987  |          |  |   | 3,321   |  
|Interest expense                                                                          |  |                        | 2,533  |          |  |   | 2,146   |  
|                                                                                          |  |                        |        |          |  |   |         |  
|(Loss) income before income taxes                                                         |  |                        | (546   | )        |  |   | 1,175   |  
|Income tax (benefit) expense                                                              |  |                        | (1     | )        |  |   | 400     |  
|                                                                                          |  |                        |        |          |  |   |         |  
|(Loss) income before cumulative effect of change in accounting principle                  |  |                        | (545   | )        |  |   | 775     |  
|Cumulative effect of change in accounting principle, net of tax effect of $1,718 (Note 3) |  |                        |       |          |  |   | (77,510 | )
|                                                                                          |  |                        |        |          |  |   |         |  
|Net loss                                                                                  |  | $                      | (545   | )        |  | $ | (76,735 | )
|                                                                                          |  |                        |        |          |  |   |         |  

See accompanying notes.

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Iron Age Corporation
Consolidated Statements of Cash Flows (Unaudited)

|                                                                                |                                                                 |                              |         |                        |        |                    |         |        |        |  
|------------------------------------------------------------------------------- | --------------------------------------------------------------- | ---------------------------- | ------- | ---------------------- | ------ | ------------------ | ------- | ------ | ------ | -
|                                                                                |                                                                 |                              |         | Three months ended     |        | Three months ended
|                                                                                |                                                                 |                              |         | April 26               |        | April 27          
|                                                                                |                                                                 |                              |         | 2003                   |        | 2002              
|                                                                                |                                                                 |                              |         |                        |        |                   
|                                                                                |                                                                 |                              |         | (Dollars in Thousands)
|Operating activities                                                            |                                                                 |                              |         |                        |        |                    |         |       
|Net loss                                                                        |                                                                 | $                            | (545    | )                      |        | $                  | (76,735 | )     
|Adjustments to reconcile net loss to net cash provided by
operating activities: |                                                                 |                              |         |                        |        |                    |         |       
|                                                                                | Cumulative effect of change in accounting principle, net of tax |                              |         |                       |        |                    |         | 77,510 |       
|                                                                                | Depreciation and amortization                                   |                              |         | 1,102                  |        |                    |         | 1,042  |       
|                                                                                | Amortization of deferred financing fees included in interest    |                              |         | 186                    |        |                    |         | 135    |       
|                                                                                | Accrual of paid-in-kind interest                                |                              |         | 61                     |        |                    |         |       |       
|                                                                                | Provision for losses on accounts receivable                     |                              |         | 71                     |        |                    |         | 70     |       
|                                                                                | Deferred income taxes                                           |                              |         | (72                    | )      |                    |         | (146   | )     
|Changes in operating assets and liabilities:                                    |                                                                 |                              |         |                        |        |                    |         |       
|                                                                                |                                                                 | Accounts receivable          |         |                        | (1,009 | )                  |         |        | (869   | )
|                                                                                |                                                                 | Inventories                  |         |                        | (1,443 | )                  |         |        | (1,544 | )
|                                                                                |                                                                 | Prepaid expenses             |         |                        | (125   | )                  |         |        | 1,091  |  
|                                                                                |                                                                 | Other noncurrent assets      |         |                        | (14    | )                  |         |        | (36    | )
|                                                                                |                                                                 | Accounts payable             |         |                        | 1,068  |                    |         |        | 1,080  |  
|                                                                                |                                                                 | Accrued expenses             |         |                        | 2,075  |                    |         |        | 1,847  |  
|                                                                                |                                                                 | Other noncurrent liabilities |         |                        | (5     | )                  |         |        | (17    | )
|                                                                                |                                                                 |                              |         |                        |        |                    |         |       
|Net cash provided by operating activities                                       |                                                                 |                              | 1,350   |                        |        |                    | 3,428   |       
|Investing activities                                                            |                                                                 |                              |         |                        |        |                    |         |       
|Capitalization of internal use software costs                                   |                                                                 |                              | (76     | )                      |        |                    | (123    | )     
|Purchases of property and equipment                                             |                                                                 |                              | (746    | )                      |        |                    | (297    | )     
|                                                                                |                                                                 |                              |         |                        |        |                    |         |       
|Net cash used in investing activities                                           |                                                                 |                              | (822    | )                      |        |                    | (420    | )     
|Financing activities                                                            |                                                                 |                              |         |                        |        |                    |         |       
|Borrowings under revolving credit agreement                                     |                                                                 |                              | 25,748  |                        |        |                    | 2,350   |       
|Principal payments on debt                                                      |                                                                 |                              | (26,726 | )                      |        |                    | (5,776  | )     
|Payment of financing costs                                                      |                                                                 |                              | (25     | )                      |        |                    | (15     | )     
|Principal
payments on capital leases, net                                       |                                                                 |                              | 358     |                        |        |                    | (49     | )     
|                                                                                |                                                                 |                              |         |                        |        |                    |         |       
|Net cash used in financing activities                                           |                                                                 |                              | (645    | )                      |        |                    | (3,490  | )     
|Effect of exchange rate changes on cash and cash equivalents                    |                                                                 |                              | 42      |                        |        |                    | 77      |       
|                                                                                |                                                                 |                              |         |                        |        |                    |         |       
|                                                                                | Decrease in cash and cash equivalents                           |                              |         | (75                    | )      |                    |         | (405   | )     
|Cash and cash equivalents at beginning of period                                |                                                                 |                              | 323     |                        |        |                    | 615     |       
|                                                                                |                                                                 |                              |         |                        |        |                    |         |       
|Cash and cash equivalents at end of period                                      |                                                                 | $                            | 248     |                        |        | $                  | 210     |       
|                                                                                |                                                                 |                              |         |                        |        |                    |         |       
|Supplemental schedule of noncash investing
and financing activities             |                                                                 |                              |         |                        |        |                    |         |       
|Dividends and accretion on redeemable preferred stock                           |                                                                 | $                            | 956     |                        |        | $                  | 808     |       
|Capital lease agreements for equipment                                          |                                                                 |                              | 439     |                        |        |                    |        |       

See accompanying notes.

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Iron Age Corporation
Notes to Consolidated
Financial Statements (Unaudited)

April 26, 2003
(Dollars in thousands)



|1. |  | Accounting Policies
|-- |  | -------------------

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States for interim financial information and with the instructions
to Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended April 26, 2003 are not necessarily
indicative of the results that may be expected for the fiscal year ended
January 31, 2004. For further information, refer to Iron Age Corporations
(Iron Age or the Company) consolidated financial statements and footnotes
thereto for the fiscal year ended January 25, 2003.

Going Concern

The Company was not in compliance with the financial covenants under the Bank
Credit Facility, including the Senior Debt Ratio and Fixed Charge Coverage
Ratio (as defined in the Bank Credit Facility) for the first quarter ended
April 26, 2003. In addition, based upon forecasted net income and cash flows,
the Company determined that it would not likely be able to make the interest
payment on the Senior Subordinated Notes that is due on November 1, 2003. As a
result, during the first quarter, the Company requested that the senior lenders
to the Bank Credit Facility amend the financial covenants for the first quarter
and every other quarter of the year ending January 31, 2004 to a level that
considering the Companys operations and forecasts would make it probable that
the Company would be in compliance with its Bank Credit Facility. On May 12,
2003, the Company and the senior lenders under the Bank Credit Facility entered
into the First Amendment to Loan and Security Agreement and Limited Waiver (the
First Amendment) to the Bank Credit Facility that allows the Company to
continue to operate under the existing requirements of the Bank Credit Facility
through June 25, 2003, with certain modifications relating to excess cash
availability, and will allow the Company and the lenders under the Bank Credit
Facility to continue to negotiate financial covenants for the year ending
January 31, 2004. During the 45-day period of the First Amendment, the Company
is required to maintain a defined level of excess cash availability. Under
the terms of the First Amendment, the minimum level of excess cash availability
was set at $3.0 million. On May 29, 2003 the senior lenders under the Bank
Credit Facility reduced the minimum level of excess cash availability to $2.5
million. As
of June 6, 2003, the Companys cash availability was $3.9 million. As of June
10, 2003, the Company and the senior lenders have not finalized negotiations of
an amendment to the Bank Credit

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Facility with respect to the covenants of the
second, third and fourth quarter for the year ending January 31, 2004. Should the Company and its senior lenders not be able to
reach an agreement on an additional amendment to the Bank Credit Facility prior
to the expiration of the First Amendment or not be able to obtain an additional
waiver, the Company would be in default under the Bank Credit Facility and such
default would also constitute an event of default under the terms of the Senior
Subordinated Notes, which would have a material adverse impact on the Companys
reported financial position and results of its operations. As a
result, all of the Companys long-term debt continue to be classified as
current liabilities. The Companys
ability to continue as a going concern is largely dependent on its ability to
maintain its existing financing arrangements to operate the business.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. However, as discussed above, the Company was
not in compliance with certain financial covenants under the Bank Credit
Facility at the end of the first quarter of the year ending January 31, 2004.
The Company plans to continue to negotiate with its senior lenders to amend the
Bank Credit Facility by June 25, 2003 to amend the financial covenants to
levels for the year ending January 31, 2004 that more closely correspond to the
Companys current operations.

Stock-Based Compensation

The Company accounts for its stock-based employee compensation plan using the
intrinsic value method under Accounting Principles Board Opinion No. 25. Pro
forma information regarding net income and earnings per share is required by
SFAS No. 148, which also requires that the information be determined as if the
Company has accounted for its employee stock options granted beginning in the
fiscal year subsequent to December 31, 1994 under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted-average
assumptions:

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options vesting period. The Companys pro
forma information follows:

|          |                                                                                             |  |                    |      |                |  |   |         |  
|--------- | ------------------------------------------------------------------------------------------- |  | ------------------ | ---- | -------------- |  | - | ------- | -
|          |                                                                                             |  | Three Months ended
|          |                                                                                             |  | April 26, 2003     |      | April 27, 2002
|          |                                                                                             |  |                    |      |               
|          |                                                                                             |  | (In Thousands)    
|Net loss: |                                                                                             |  |                    |      |                |  |   |        
|          | As reported                                                                                 |  | $                  | (545 | )              |  | $ | (76,735 | )
|          | Less: Total stock-based
compensation expense
determined under fair
value method, net of tax |  |                    | (4   | )              |  |   | (9      | )
|          |                                                                                             |  |                    |      |                |  |  
|          | Pro forma                                                                                   |  | $                  | (549 | )              |  | $ | (76,744 | )
|          |                                                                                             |  |                    |      |                |  |  

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|2. |  | Inventories
|-- |  | -----------

|                                                     |  |          |        |            |  |   |        | 
|---------------------------------------------------- |  | -------- | ------ | ---------- |  | - | ------ | 
|                                                     |  | April 26 |        | January 25
|                                                     |  | 2003     |        | 2003      
|                                                     |  |          |        |           
|Inventories consist of the following:                |  |          |        |            |  |   |        | 
|Finished products                                    |  | $        | 30,735 |            |  | $ | 29,625 | 
|Raw materials and work in process                    |  |          | 2,333  |            |  |   | 1,940  | 
|                                                     |  |          |        |            |  |   |        | 
|                                                     |  |          | 33,068 |            |  |   | 31,565 | 
|Add excess of current cost over LIFO inventory value |  |          | 46     |            |  |   | 106    | 
|                                                     |  |          |        |            |  |   |        | 
|                                                     |  | $        | 33,114 |            |  | $ | 31,671 | 
|                                                     |  |          |        |            |  |   |        | 



|3. |  | Intangible Assets
|-- |  | -----------------

Effective January 27, 2002, the Company adopted Statement on Financial
Accounting Standards (SFAS) No. 141, Business Combinations, and SFAS No.
142, Goodwill and Other Intangible Assets. Under the new rules, goodwill and
intangible assets deemed to have indefinite lives are no longer amortized but
are subject to annual impairment tests in accordance with the provisions of
SFAS No. 142. While amortization of goodwill is no longer reflected in the
Companys financial statements, amortization related to certain of the
Companys other intangible assets will continue to be deductible for income tax
purposes.

In connection with the adoption of SFAS No. 142, the Company tested its
goodwill for impairment, which required an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption, January 27,
2002. The Company identified two reporting units, distribution and
manufacturing, and determined the carrying value of those units as of the date
of adoption. Only the distribution reporting unit had related goodwill. The
Company assessed the fair value of the distribution reporting unit and compared
it to the reporting units carrying amount, as computed in Step 1 of the
evaluation. The fair value of the distribution reporting unit in Step 1 of the
evaluation was determined using a 5-year discounted cash flow model. Key
assumptions included managements estimates of future profitability, capital
requirements, a discount rate of 14.6% and a terminal growth rate of 2%. Based
upon the initial evaluation, Step 2 of the evaluation was required, as the
distribution reporting unit had a carrying value in excess of its fair value.
In conjunction with Step 2, the Company retained an independent valuation firm
to prepare a valuation of the Companys assets and liabilities. Step 2
requires the implied fair value of goodwill to be calculated by allocating the
fair value of the reporting unit to its tangible and intangible net assets,
other than goodwill. The remaining unallocated fair value represents the
implied fair value of the goodwill. Management, using the independent
valuation firm, determined that all of the Companys goodwill was impaired at
January 27, 2002. Accordingly, the Company recorded a goodwill impairment
charge of $77.5 million, net of tax of $1.7 million, as a cumulative effect of
change in accounting for goodwill, for the first quarter ended April 27, 2002.
The goodwill impairment charge had no effect on cash, the ongoing operation of
the Company, the covenants relating to the Bank Credit Facility or the
indentures for the Senior Subordinated Notes.

Amortization for other intangible assets subject to amortization for the three
month periods ended April 26, 2003 and April 27, 2002 was $0.6 million and $0.5
million. Estimated amortization expense for the fiscal year ending January 31,
2004 and the succeeding five fiscal years is $2.2 million.



|4. |  | Comprehensive Loss
|-- |  | ------------------

|                                  |  |                    |      |          |  |   |         |  
|--------------------------------- |  | ------------------ | ---- | -------- |  | - | ------- | -
|                                  |  | Three Months Ended |     
|                                  |  | April 26           |      | April 27
|                                  |  | 2003               |      | 2002    
|                                  |  |                    |      |         
|Net loss                          |  | $                  | (545 | )        |  | $ | (76,735 | )
|Foreign currency translation gain |  |                    | 42   |          |  |   | 77      |  
|                                  |  |                    |      |          |  |   |         |  
|Total comprehensive loss          |  | $                  | (503 | )        |  | $ | (76,658 | )
|                                  |  |                    |      |          |  |   |         |  

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|5. |  | Financial Information for Subsidiary Guarantors
|-- |  | -----------------------------------------------

The payment obligations under the Senior Subordinated Notes issued by the
Company are fully and unconditionally guaranteed by Iron Age Investment Company
(the Subsidiary Guarantor). The Senior Subordinated Notes have not been
guaranteed by Falcon, Canada or Mexico (the Non-Guarantor Subsidiaries).
Separate complete financial statements of the Subsidiary Guarantor are not
presented because management has determined that they would not provide
additional material information that would be useful in assessing the financial
composition of the guarantors and non-guarantors. In accordance with positions
established by the Securities and Exchange Commission, the following financial
information sets forth separately financial information with respect to Iron
Age Corporation (the Parent), the Subsidiary Guarantor and the Non-Guarantor
Subsidiaries. The principal elimination entries eliminate investments in
subsidiaries and certain intercompany balances and transactions.

Iron Age Corporation
Summarized Financial Information
Balance Sheets

April 26, 2003
(In thousands)

|                            |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |        | 
|--------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------ | ------------ |  | ------------ | ------ |  |  | - | ------- | - |  | - | ------ | 
|                            |  |        |         |            |  |              |        |              |  | Non-         |        |  |  |   |         |   |  |  
|                            |  |        |         |            |  | Guarantor    |        | Guarantor    |  |              |        |  |  |   |         |  
|                            |  | Parent |         | Subsidiary |  | Subsidiaries |        | Eliminations |  | Consolidated
|                            |  |        |         |            |  |              |        |              |  |             
|ASSETS                      |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |        | 
|Cash and cash equivalents   |  | $      | 160     |            |  | $            | 18     |              |  | $            | 70     |  |  | $ |        |   |  | $ | 248    | 
|Accounts receivable, net    |  |        | 22,274  |            |  |              | 841    |              |  |              | 6,432  |  |  |   | (15,061 | ) |  |   | 14,486 | 
|Inventories                 |  |        | 28,546  |            |  |              |       |              |  |              | 4,772  |  |  |   | (204    | ) |  |   | 33,114 | 
|Prepaid expenses            |  |        | 2,729   |            |  |              |       |              |  |              | 856    |  |  |   | (326    | ) |  |   | 3,259  | 
|Deferred income taxes       |  |        |        |            |  |              |       |              |  |              | 104    |  |  |   | 671     |   |  |   | 775    | 
|                            |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |        | 
|TOTAL CURRENT ASSETS        |  |        | 53,709  |            |  |              | 859    |              |  |              | 12,234 |  |  |   | (14,920 | ) |  |   | 51,882 | 
|Note receivable from parent |  |        | 1,654   |            |  |              |       |              |  |              |       |  |  |   |        |   |  |   | 1,654  | 
|Property and equipment, net |  |        | 10,683  |            |  |              |       |              |  |              | 2,004  |  |  |   |        |   |  |   | 12,687 | 
|Other noncurrent assets     |  |        | 31,590  |            |  |              | 52,520 |              |  |              | 4      |  |  |   | (83,942 | ) |  |   | 172    | 
|Intangible assets, net      |  |        | 13,141  |            |  |              |       |              |  |              | 278    |  |  |   | (2      | ) |  |   | 13,417 | 
|                            |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |        | 
|TOTAL ASSETS                |  | $      | 110,777 |            |  | $            | 53,379 |              |  | $            | 14,520 |  |  | $ | (98,864 | ) |  | $ | 79,812 | 
|                            |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |        | 

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##### Table of Contents



|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|---------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------ | ------------ |  | ------------ | ------ |  |  | - | ------- | - |  | - | ------- | -
|                                                     |  |        |         |            |  |              |        |              |  | Non-         |        |  |  |   |         |   |  |  
|                                                     |  |        |         |            |  | Guarantor    |        | Guarantor    |  |              |        |  |  |   |         |  
|                                                     |  | Parent |         | Subsidiary |  | Subsidiaries |        | Eliminations |  | Consolidated
|                                                     |  |        |         |            |  |              |        |              |  |             
|LIABILITIES AND STOCKHOLDERS
(DEFICIT) EQUITY       |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|Long-term debt and revolving
credit facilities       |  | $      | 149,856 |            |  | $            |       |              |  | $            | 3,129  |  |  | $ | (55,636 | ) |  | $ | 97,349  |  
|Accounts payable                                     |  |        | 3,638   |            |  |              |       |              |  |              | 702    |  |  |   |        |   |  |   | 4,340   |  
|Accrued expenses                                     |  |        | 6,896   |            |  |              | 13,132 |              |  |              | 3,444  |  |  |   | (15,398 | ) |  |   | 8,074   |  
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|TOTAL CURRENT LIABILITIES                            |  |        | 160,390 |            |  |              | 13,132 |              |  |              | 7,275  |  |  |   | (71,034 | ) |  |   | 109,763 |  
|Other noncurrent liabilities                         |  |        | 319     |            |  |              |       |              |  |              |       |  |  |   |        |   |  |   | 319     |  
|Deferred income taxes                                |  |        | 2,667   |            |  |              |       |              |  |              | 956    |  |  |   | 572     |   |  |   | 4,195   |  
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|TOTAL LIABILITIES                                    |  |        | 163,376 |            |  |              | 13,132 |              |  |              | 8,231  |  |  |   | (70,462 | ) |  |   | 114,277 |  
|Holdings Series B redeemable
preferred stock        |  |        |        |            |  |              |       |              |  |              |       |  |  |   | 10,601  |   |  |   | 10,601  |  
|Holdings Series C redeemable
preferred stock        |  |        |        |            |  |              |       |              |  |              |       |  |  |   | 8,648   |   |  |   | 8,648   |  
|TOTAL STOCKHOLDERS (DEFICIT)
EQUITY                 |  |        | (52,599 | )          |  |              | 40,247 |              |  |              | 6,289  |  |  |   | (47,651 | ) |  |   | (53,714 | )
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|TOTAL LIABILITIES AND
STOCKHOLDERS (DEFICIT) EQUITY |  | $      | 110,777 |            |  | $            | 53,379 |              |  | $            | 14,520 |  |  | $ | (98,864 | ) |  | $ | 79,812  |  
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  

-10-



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##### Table of Contents



Iron Age Corporation
Summarized Financial Information
Statements of Operations

For the three month period ended
April 26, 2003
(In thousands)

|                                    |  |        |        |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |        |  
|----------------------------------- |  | ------ | ------ | ---------- |  | ------------ | ---- | ------------ |  | ------------ | ----- | - |  | - | ------ | - |  | - | ------ | -
|                                    |  |        |        |            |  |              |      |              |  | Non-         |       |   |  |   |        |   |  |  
|                                    |  |        |        |            |  | Guarantor    |      | Guarantor    |  |              |       |   |  |   |        |  
|                                    |  | Parent |        | Subsidiary |  | Subsidiaries |      | Eliminations |  | Consolidated
|                                    |  |        |        |            |  |              |      |              |  |             
|Net sales                           |  | $      | 25,366 |            |  | $            |     |              |  | $            | 5,658 |   |  | $ | (3,543 | ) |  | $ | 27,481 |  
|Cost of sales                       |  |        | 12,606 |            |  |              |     |              |  |              | 4,552 |   |  |   | (3,518 | ) |  |   | 13,640 |  
|Selling, general and administrative |  |        | 9,911  |            |  |              | (45  | )            |  |              | 1,003 |   |  |   |       |   |  |   | 10,869 |  
|Depreciation                        |  |        | 374    |            |  |              |     |              |  |              | 55    |   |  |   |       |   |  |   | 429    |  
|Amortization of intangible assets   |  |        | 546    |            |  |              |     |              |  |              | 10    |   |  |   |       |   |  |   | 556    |  
|                                    |  |        |        |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |        |  
|OPERATING INCOME                    |  |        | 1,929  |            |  |              | 45   |              |  |              | 38    |   |  |   | (25    | ) |  |   | 1,987  |  
|Interest expense (income)           |  |        | 3,288  |            |  |              | (753 | )            |  |              | (2    | ) |  |   |       |   |  |   | 2,533  |  
|                                    |  |        |        |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |        |  
|(LOSS) INCOME BEFORE INCOME TAXES   |  |        | (1,359 | )          |  |              | 798  |              |  |              | 40    |   |  |   | (25    | ) |  |   | (546   | )
|Income tax (benefit) expense        |  |        | (329   | )          |  |              | 271  |              |  |              | 57    |   |  |   |       |   |  |   | (1     | )
|                                    |  |        |        |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |        |  
|NET (LOSS) INCOME                   |  | $      | (1,030 | )          |  | $            | 527  |              |  | $            | (17   | ) |  | $ | (25    | ) |  | $ | (545   | )
|                                    |  |        |        |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |        |  

Iron Age Corporation
Summarized Financial Information
Condensed Statement of Cash Flows

For the three month period ended
April 26, 2003
(In thousands)

|                                                      |  |        |       |            |  |              |    |              |  |              |     |   |  |   |   |  |  |   |       |  
|----------------------------------------------------- |  | ------ | ----- | ---------- |  | ------------ | -- | ------------ |  | ------------ | --- | - |  | - | - |  |  | - | ----- | -
|                                                      |  |        |       |            |  |              |    |              |  | Non-         |     |   |  |   |   |  |  |  
|                                                      |  |        |       |            |  | Guarantor    |    | Guarantor    |  |              |     |   |  |   |   | 
|                                                      |  | Parent |       | Subsidiary |  | Subsidiaries |    | Eliminations |  | Consolidated
|                                                      |  |        |       |            |  |              |    |              |  |             
|CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES |  | $      | 1,405 |            |  | $            | (7 | )            |  | $            | (48 | ) |  | $ |  |  |  | $ | 1,350 |  
|CASH FLOWS USED IN
INVESTING ACTIVITIES               |  |        | (787  | )          |  |              |   |              |  |              | (35 | ) |  |   |  |  |  |   | (822  | )
|CASH FLOWS (USED IN) PROVIDED BY
FINANCING ACTIVITIES |  |        | (641  | )          |  |              |   |              |  |              | 38  |   |  |   |  |  |  |   | (603  | )
|                                                      |  |        |       |            |  |              |    |              |  |              |     |   |  |   |   |  |  |   |       |  
|DECREASE IN CASH AND
CASH EQUIVALENTS                 |  | $      | (23   | )          |  | $            | (7 | )            |  | $            | (45 | ) |  | $ |  |  |  | $ | (75   | )
|                                                      |  |        |       |            |  |              |    |              |  |              |     |   |  |   |   |  |  |   |       |  

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##### Table of Contents



Iron Age Corporation
Summarized Financial Information
Balance Sheets

January 25, 2003
(In thousands)

|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|---------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ------ | ------------ |  | ------------ | ------ |  |  | - | ------- | - |  | - | ------- | -
|                                                     |  |        |         |            |  |              |        |              |  | Non-         |        |  |  |   |         |   |  |  
|                                                     |  |        |         |            |  | Guarantor    |        | Guarantor    |  |              |        |  |  |   |         |  
|                                                     |  | Parent |         | Subsidiary |  | Subsidiaries |        | Eliminations |  | Consolidated
|                                                     |  |        |         |            |  |              |        |              |  |             
|ASSETS                                               |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|Cash and cash equivalents                            |  | $      | 183     |            |  | $            | 25     |              |  | $            | 115    |  |  | $ |        |   |  | $ | 323     |  
|Accounts receivable, net                             |  |        | 22,249  |            |  |              | 31     |              |  |              | 6,119  |  |  |   | (14,851 | ) |  |   | 13,548  |  
|Inventories                                          |  |        | 27,679  |            |  |              |       |              |  |              | 4,171  |  |  |   | (179    | ) |  |   | 31,671  |  
|Prepaid expenses                                     |  |        | 2,233   |            |  |              |       |              |  |              | 829    |  |  |   | 72      |   |  |   | 3,134   |  
|Deferred income taxes                                |  |        |        |            |  |              |       |              |  |              | 99     |  |  |   | 614     |   |  |   | 713     |  
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|TOTAL CURRENT ASSETS                                 |  |        | 52,344  |            |  |              | 56     |              |  |              | 11,333 |  |  |   | (14,344 | ) |  |   | 49,389  |  
|Note receivable from parent                          |  |        | 1,654   |            |  |              |       |              |  |              |       |  |  |   |        |   |  |   | 1,654   |  
|Property and equipment, net                          |  |        | 10,554  |            |  |              |       |              |  |              | 2,127  |  |  |   |        |   |  |   | 12,681  |  
|Other noncurrent assets                              |  |        | 31,586  |            |  |              | 52,520 |              |  |              | 6      |  |  |   | (83,942 | ) |  |   | 170     |  
|Intangible assets, net                               |  |        | 13,578  |            |  |              |       |              |  |              | 274    |  |  |   |         |   |  |   | 13,852  |  
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|TOTAL ASSETS                                         |  | $      | 109,716 |            |  | $            | 52,576 |              |  | $            | 13,740 |  |  | $ | (98,286 | ) |  | $ | 77,746  |  
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|LIABILITIES AND STOCKHOLDERS
(DEFICIT) EQUITY       |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|Long-term debt and revolving
credit facilities       |  | $      | 150,410 |            |  | $            |       |              |  | $            | 3,145  |  |  | $ | (55,647 | ) |  | $ | 97,908  |  
|Accounts payable                                     |  |        | 2,788   |            |  |              | 1      |              |  |              | 483    |  |  |   |        |   |  |   | 3,272   |  
|Accrued expenses                                     |  |        | 5,019   |            |  |              | 12,855 |              |  |              | 2,918  |  |  |   | (14,793 | ) |  |   | 5,999   |  
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|TOTAL CURRENT LIABILITIES                            |  |        | 158,217 |            |  |              | 12,856 |              |  |              | 6,546  |  |  |   | (70,440 | ) |  |   | 107,179 |  
|Other noncurrent liabilities                         |  |        | 324     |            |  |              |       |              |  |              |       |  |  |   |        |   |  |   | 324     |  
|Deferred income taxes                                |  |        | 2,744   |            |  |              |       |              |  |              | 955    |  |  |   | 506     |   |  |   | 4,205   |  
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|TOTAL LIABILITIES                                    |  |        | 161,285 |            |  |              | 12,856 |              |  |              | 7,501  |  |  |   | (69,934 | ) |  |   | 111,708 |  
|Holdings Series B redeemable
preferred stock        |  |        |        |            |  |              |       |              |  |              |       |  |  |   | 10,100  |   |  |   | 10,100  |  
|Holdings Series C redeemable
preferred stock        |  |        |        |            |  |              |       |              |  |              |       |  |  |   | 8,193   |   |  |   | 8,193   |  
|TOTAL STOCKHOLDERS (DEFICIT)
EQUITY                 |  |        | (51,569 | )          |  |              | 39,720 |              |  |              | 6,239  |  |  |   | (46,645 | ) |  |   | (52,255 | )
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  
|TOTAL LIABILITIES AND
STOCKHOLDERS (DEFICIT) EQUITY |  | $      | 109,716 |            |  | $            | 52,576 |              |  | $            | 13,740 |  |  | $ | (98,286 | ) |  | $ | 77,746  |  
|                                                     |  |        |         |            |  |              |        |              |  |              |        |  |  |   |         |   |  |   |         |  

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##### Table of Contents



Iron Age Corporation
Summarized Financial Information
Statements of Operations

For the three month period ended
April 27, 2002
(In thousands)

|                                                                                          |  |        |         |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |         |  
|----------------------------------------------------------------------------------------- |  | ------ | ------- | ---------- |  | ------------ | ---- | ------------ |  | ------------ | ----- | - |  | - | ------ | - |  | - | ------- | -
|                                                                                          |  |        |         |            |  |              |      |              |  | Non-         |       |   |  |   |        |   |  |  
|                                                                                          |  |        |         |            |  | Guarantor    |      | Guarantor    |  |              |       |   |  |   |        |  
|                                                                                          |  | Parent |         | Subsidiary |  | Subsidiaries |      | Eliminations |  | Consolidated
|                                                                                          |  |        |         |            |  |              |      |              |  |             
|Net sales                                                                                 |  | $      | 25,515  |            |  | $            |     |              |  | $            | 5,404 |   |  | $ | (3,343 | ) |  | $ | 27,576  |  
|Cost of sales                                                                             |  |        | 12,379  |            |  |              |     |              |  |              | 4,504 |   |  |   | (3,343 | ) |  |   | 13,540  |  
|Selling, general and administrative                                                       |  |        | 8,915   |            |  |              | (37  | )            |  |              | 909   |   |  |   |       |   |  |   | 9,787   |  
|Depreciation                                                                              |  |        | 327     |            |  |              |     |              |  |              | 57    |   |  |   |       |   |  |   | 384     |  
|Amortization of intangible assets                                                         |  |        | 528     |            |  |              |     |              |  |              | 16    |   |  |   |       |   |  |   | 544     |  
|                                                                                          |  |        |         |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |         |  
|OPERATING INCOME (LOSS)                                                                   |  |        | 3,366   |            |  |              | 37   |              |  |              | (82   | ) |  |   |       |   |  |   | 3,321   |  
|Interest expense (income)                                                                 |  |        | 2,926   |            |  |              | (784 | )            |  |              | 4     |   |  |   |       |   |  |   | 2,146   |  
|                                                                                          |  |        |         |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |         |  
|INCOME (LOSS) BEFORE INCOME TAXES
AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE |  |        | 440     |            |  |              | 821  |              |  |              | (86   | ) |  |   |       |   |  |   | 1,175   |  
|Income tax expense                                                                        |  |        | 72      |            |  |              | 279  |              |  |              | 49    |   |  |   |       |   |  |   | 400     |  
|                                                                                          |  |        |         |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |         |  
|INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE                  |  |        | 368     |            |  |              | 542  |              |  |              | (135  | ) |  |   |       |   |  |   | 775     |  
|Cumulative effect of change in
Accounting principle, net of tax
of $1.7 million           |  |        | (76,772 | )          |  |              |     |              |  |              | (738  | ) |  |   |       |   |  |   | (77,510 | )
|                                                                                          |  |        |         |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |         |  
|NET (LOSS) INCOME                                                                         |  | $      | (76,404 | )          |  | $            | 542  |              |  | $            | (873  | ) |  | $ |       |   |  | $ | (76,735 | )
|                                                                                          |  |        |         |            |  |              |      |              |  |              |       |   |  |   |        |   |  |   |         |  

-13-



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##### Table of Contents



Iron Age Corporation
Summarized Financial Information
Condensed Statement of Cash Flows

For the year three month period
ended April 27, 2002
(In thousands)

|                                                      |  |        |        |            |  |              |    |              |  |              |     |   |  |   |   |  |  |   |        |  
|----------------------------------------------------- |  | ------ | ------ | ---------- |  | ------------ | -- | ------------ |  | ------------ | --- | - |  | - | - |  |  | - | ------ | -
|                                                      |  |        |        |            |  |              |    |              |  | Non-         |     |   |  |   |   |  |  |  
|                                                      |  |        |        |            |  | Guarantor    |    | Guarantor    |  |              |     |   |  |   |   | 
|                                                      |  | Parent |        | Subsidiary |  | Subsidiaries |    | Eliminations |  | Consolidated
|                                                      |  |        |        |            |  |              |    |              |  |             
|CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES |  | $      | 3,477  |            |  | $            | (6 | )            |  | $            | (43 | ) |  | $ |  |  |  | $ | 3,428  |  
|CASH FLOWS USED IN
INVESTING ACTIVITIES               |  |        | (339   | )          |  |              |   |              |  |              | (81 | ) |  |   |  |  |  |   | (420   | )
|CASH FLOWS (USED IN) PROVIDED BY
FINANCING ACTIVITIES |  |        | (3,484 | )          |  |              |   |              |  |              | 71  |   |  |   |  |  |  |   | (3,413 | )
|                                                      |  |        |        |            |  |              |    |              |  |              |     |   |  |   |   |  |  |   |        |  
|DECREASE IN CASH AND
CASH EQUIVALENTS                 |  | $      | (346   | )          |  | $            | (6 | )            |  | $            | (53 | ) |  | $ |  |  |  | $ | (405   | )
|                                                      |  |        |        |            |  |              |    |              |  |              |     |   |  |   |   |  |  |   |        |  

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

General

The following discussions should be read in conjunction with the accompanying
Consolidated Financial Statements for the period ended April 26, 2003, and the
Companys audited consolidated financial statements and Annual Report on Form
10-K for the fiscal year ended January 25, 2003.

Results of Operations

Three Months ended April 26, 2003 compared to
Three Months ended April 27, 2002

Net Salesfor the three months ended April 26, 2003 (first quarter 2004) were
$27.5 million compared to $27.6 million for the comparable three month period
ended April 27, 2002 (first quarter 2003), a decrease of $0.1 million, or
0.4%. The decrease in net sales was primarily attributable to (a) a decrease of
$0.3 million in the Companys industrial direct mail order business line, due
to the continued softness in the general economic environment and (b) a
decrease in the Companys consumer direct mail order business line of $0.2
million, or 13.4%, related to the general condition of the economy. The
decrease in net sales was partially offset by an increase of $0.3 million, or
18.4%, in the Companys international retail business line, from customers who
purchase from the Companys retail stores and shoemobiles, reflecting an
improvement in the general economic environment in the international market,
primarily Canada. Net sales in the Companys domestic retail business line
(retail stores and shoemobiles) in first quarter 2004 were comparable to sales
for first quarter 2003.

Gross Profitwas $13.8 million for first quarter 2004 and $14.0 million for
first quarter 2003, a decrease of $0.2 million, or 1.4%. The decrease in gross
profit was related to decreased net sales as discussed above. As a percentage
of net sales, gross profit for first quarter 2004 decreased to 50.4%, a
decrease of 0.5% from first quarter 2003. Gross profit percentage decreased in
the Companys primary footwear distribution business line by 1.1% for first
quarter 2004, due primarily to general changes in product mix and the impact of
competitive pricing strategies. The decrease in gross profit percentage was
partially offset by a 1.9% increase in gross profit percentage in the Companys
manufacturing subsidiary.

Selling, General and Administrative Expenseswas $10.9 million for first
quarter 2004 and $9.8 million for first quarter 2003, an increase of $1.1
million, or 11.2%. The increase in selling, general and administrative
expenses was primarily related to the effect of employee related cost
increases, including salaries and wages, increases in insurance costs related
to more expensive insurance markets, increases in operating costs related to
the shoemobiles, including fuel increases, and increases in professional fees
relating to legal, accounting and consulting services.

-15-



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##### Table of Contents



Operating Incomefor first quarter 2004 was $2.0 million, or 7.3% of net sales,
compared to $3.3 million, or 12.0% of net sales, for first quarter 2003. The
decrease in operating income was primarily related to the increase in selling,
general and administrative expenses as discussed above.

Interest Expensefor first quarter 2004 was $2.5 million compared to $2.1
million for first quarter 2003, an increase of $0.4 million, or 19.1 %.
Interest expense for first quarter 2004 primarily increased due to the effect
of higher interest rates relating to the Bank Credit Facility.

Income Tax Expensefor first quarter 2004 was an immaterial income tax benefit
compared to an income tax expense of $0.4 million for first quarter 2003.

At April 26, 2003, the Company had available foreign, state and federal net
operating loss carryforwards of approximately $1.0 million, $16.3 million and
$0.4 million, respectively, which expire in various years through 2023.

Cumulative Effect of Change in Accounting Principlewas $77.5 million, net of
tax of $1.7 million, for first quarter 2003. On January 27, 2002, the Company
adopted SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and
Other Intangible Assets. In connection with the adoption of SFAS No. 142, the
Company tested its goodwill for impairment, which required an assessment of
whether there was an indication that goodwill was impaired as of the date of
adoption. Management, using an independent valuation firm, determined that all
of the Companys goodwill was impaired at January 27, 2002. The Company
recorded the goodwill impairment charge as a cumulative effect of change in
accounting for goodwill.

Liquidity and Capital Resources

Contractual Obligations and Commercial Commitments

|                                   |  |                        |         |                  |  |           |         |           |  |               |       |  |  |   |    |  |  |   |   | 
|---------------------------------- |  | ---------------------- | ------- | ---------------- |  | --------- | ------- | --------- |  | ------------- | ----- |  |  | - | -- |  |  | - | - | 
|                                   |  | Payments Due by Period
|                                   |  | (Thousands of Dollars)
|                                   |  | Total                  |         | Less than 1 year |  | 1-3 years |         | 4-5 years |  | After 5 years
|                                   |  |                        |         |                  |  |           |         |           |  |              
|Contractual Obligations:           |  |                        |         |                  |  |           |         |           |  |               |       |  |  |   |    |  |  |   |   | 
|Long-Term Debt                     |  | $                      | 95,974  |                  |  | $         | 95,974  |           |  | $             |      |  |  | $ |   |  |  | $ |  | 
|Capital Lease Obligations          |  |                        | 1,375   |                  |  |           | 1,375   |           |  |               |      |  |  |   |   |  |  |   |  | 
|Operating Leases                   |  |                        | 5,077   |                  |  |           | 2,609   |           |  |               | 2,418 |  |  |   | 50 |  |  |   |  | 
|Unconditional Purchase Obligations |  |                        | 14,153  |                  |  |           | 14,153  |           |  |               |      |  |  |   |   |  |  |   |  | 
|Other Long-Term Obligations        |  |                        |        |                  |  |           |        |           |  |               |      |  |  |   |   |  |  |   |  | 
|Total Contractual Cash Obligations |  | $                      | 116,579 |                  |  | $         | 114,111 |           |  | $             | 2,418 |  |  | $ | 50 |  |  | $ |  | 

|                               |  |                                            |       |                  |  |           |       |           |  |               |   |  |  |   |   |  |  |   |   | 
|------------------------------ |  | ------------------------------------------ | ----- | ---------------- |  | --------- | ----- | --------- |  | ------------- | - |  |  | - | - |  |  | - | - | 
|                               |  | Amount of Commitment Expiration Per Period
|                               |  | (Thousands of Dollars)                    
|                               |  | Total                                      |       | Less than 1 year |  | 1-3 years |       | 4-5 years |  | After 5 years
|                               |  |                                            |       |                  |  |           |       |           |  |              
|Other Commercial Commitments:  |  |                                            |       |                  |  |           |       |           |  |               |   |  |  |   |   |  |  |   |   | 
|Lines of Credit                |  | $                                          | 2,000 |                  |  | $         | 2,000 |           |  | $             |  |  |  | $ |  |  |  | $ |  | 
|Guarantees                     |  |                                            |      |                  |  |           |      |           |  |               |  |  |  |   |  |  |  |   |  | 
|Standby Repurchase Obligations |  |                                            |      |                  |  |           |      |           |  |               |  |  |  |   |  |  |  |   |  | 
|Other Commercial Commitments   |  |                                            |      |                  |  |           |      |           |  |               |  |  |  |   |  |  |  |   |  | 
|Total Commercial Commitments   |  | $                                          | 2,000 |                  |  | $         | 2,000 |           |  | $             |  |  |  | $ |  |  |  | $ |  | 

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Sources and Uses of Cash

The Companys primary cash needs are working capital, capital expenditures and
debt service. The Company has financed cash requirements primarily through
internally generated cash flow and funds borrowed under credit facilities.

Net cash provided by operating activities was $1.4 million for first quarter
2004, a decrease of $2.0 million as compared to net cash provided by operating
activities of $3.4 million for first quarter 2003. The decrease in cash
provided by operating activities in first quarter 2004 from first quarter 2003
is primarily the result of the
general decline in the Companys results of operations.

The Companys investing activities for first quarter 2004 consisted of capital
expenditures of approximately $0.7 million for improvements in retail stores,
shoemobiles and equipment and approximately $0.1 million for the acquisition of
software for internal use. The Companys investing activities for first quarter
2003 consisted of capital expenditures of approximately $0.3 million for
improvements in retail stores, shoemobiles and equipment and approximately $0.1
million for the acquisition of software for internal use.

The Company used approximately $0.6 million for financing activities for first
quarter 2004, which primarily consisted of payments related to the Bank Credit
Facility, including the scheduled principal payment of approximately $0.2
million on Term Loan A and Term Loan B. The Company used approximately $3.5
million for financing activities for first quarter 2003, which primarily
consisted of payments related to the previous bank credit facility, including
the scheduled principal payment of approximately $1.5 million on the previous
term loan.

The Companys total working capital as of April 26, 2003 was a deficit of $57.9
million. At January 25, 2003, working capital was a deficit of $57.8 million.
The deficit was related to the reclassification of all of the Companys
long-term debt.

Cash flow from operations for first quarter 2004 was sufficient to cover debt
service requirements under the Bank Credit Facility. The Companys ability to
make scheduled payments of principal, or to pay the interest or premium (if
any) on, or to refinance, its indebtedness, or to fund planned capital
expenditures will depend on its future performance, which, to a certain extent,
is subject to general economic, financial, competitive, legislative, regulatory
and other factors that are beyond its control. Based upon the current level of
operations, management believes that cash flow from operations and available
cash, together with available borrowings by the Company under the Bank Credit
Facility, will not be adequate to meet the Companys anticipated future
requirements for working capital, budgeted capital expenditures and scheduled
payments of principal and interest on its indebtedness through fiscal 2004. The
terms of the Bank Credit Facility are currently being negotiated. As a
result, there can be no assurance that the Companys business will generate
sufficient cash flow from operations or that future borrowing will be available
under the Bank Credit Facility in an amount sufficient to enable the Company to
service its indebtedness, including the Senior Subordinated Notes, or to make
capital expenditures.

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As of April 26, 2003, the Companys debt consists of the Senior Subordinated
Notes, the Bank Credit Facility and certain other debt. The Bank Credit
Facility consists of a $38.0 million revolving credit facility (the Revolving
Credit Facility), including a $2.0 million letter of credit subfacility, and
two term loans: Term Loan A of up to an aggregate $1.0 million and Term Loan B
of up to an aggregate of $3.0 million. In addition, the Bank Credit Facility
includes a third term loan, Term Loan C, of up to an aggregate of $12.0
million. The Companys other debt of $1.4 million consists of capital leases.
As of April 26, 2003, approximately $15.4 million of the Revolving Credit
Facility was outstanding. In addition, outstanding balances as of April 26,
2003, for Term Loan A, Term Loan B and Term Loan C were approximately $0.9
million, $2.6 million and $12.1 million, respectively. The Company had
borrowing availability of approximately $7.3 million under the Revolving Credit
Facility as of April 26, 2003, taking into account events of default in
existence on April 26, 2003 that were waived by the senior lenders under the
Bank Credit Facility on May 12, 2003. Term Loan A and Term Loan B mature in
monthly installments from October 2002 until final payment in September 2007.
The Revolving Credit Facility and Term Loan C will mature in September 2007 and
have no scheduled interim principal payments.

The Senior Subordinated Notes are fully and unconditionally guaranteed on an
unsecured, senior subordinated basis by each Domestic Restricted Subsidiary
that is a Material Subsidiary (as such terms are defined in the indenture for
the Senior Subordinated Notes (the Senior Subordinated Notes Indenture))
(whether currently existing, newly acquired or created). Each such subsidiary
guaranty (a Subsidiary Guaranty) will provide that the subsidiary guarantor,
as primary obligor and not merely as surety, will irrevocably and
unconditionally guarantee on an unsecured, senior subordinated basis the
performance and punctual payment when due, whether at stated maturity, by
acceleration or otherwise, of all obligations of the Company under the Senior
Subordinated Notes Indenture and the Senior Subordinated Notes, whether for
payment of principal or of interest on the Senior Subordinated Notes, expenses,
indemnification or otherwise. As of January 25, 2003, Iron Age Investment
Company, one of the Companys Domestic Restricted Subsidiaries became a
Material Subsidiary, and therefore was required to provide a Subsidiary
Guaranty with respect to the Senior Subordinated Notes. As of April 26, 2003,
none of Iron Ages other Domestic Restricted Subsidiaries became a Material
Subsidiary and were not required to provide a Subsidiary Guaranty with respect
to the Senior Subordinated Notes.

Long-term debt

On September 23, 2002, Holdings, the Company and Falcon, entered into the Bank
Credit Facility with a financial institution and another lender. The Bank
Credit Facility consists of the Revolving Credit Facility, including a $2.0
million letter of credit subfacility, and two term loans: Term Loan A of up to
an aggregate of $1.0 million and Term loan B of up to an aggregate of $3.0
million. In addition, the Bank Credit Facility includes a third term loan, Term
Loan C, of up to an aggregate of $12.0 million. Availability under the Bank
Credit Facility is governed by a borrowing base determined by advance rates
against the inventory and accounts receivable of the Company and Falcon.

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The Revolving Credit Facility and the Term Loan C are due in full on September
23, 2007. The outstanding balances of the Term Loan A and the Term Loan B are
due in installments through September 23, 2007. Term Loan A, Term Loan B and
the Revolving Credit Facility bear interest at either the prime rate or LIBOR,
at the option of Holdings, plus an applicable margin. As of April 26, 2003,
outstanding borrowings on the Revolving Credit Facility at prime rate plus a
margin of 1.50% and LIBOR plus a margin of 3.75% are approximately $1.9 million
and $13.5 million, respectively. As of April 26, 2003, borrowings of
approximately $0.9 million for Term Loan A are at prime rate plus a margin of
1.50%. As of April 26, 2003, borrowings on Term Loan B at prime rate plus a
margin of 3.25% and LIBOR plus a margin of 5.50% are approximately $0.1 million
and $2.5 million, respectively. The interest rate for Term Loan C is 13.25%,
including 2.00% paid-in-kind. As of April 26, 2003, outstanding borrowings for
Term Loan C, including paid-in-kind interest, approximate $12.1 million. The
Company pays a 0.375% commitment fee on the undrawn amounts of the Revolving
Credit Facility. The Company pays a 2.00% letter of credit fee on any
outstanding Letters of Credit.

At closing, the Company drew the entire amount of Term Loan A, Term Loan B and
Term Loan C and approximately $14.2 million on the Revolving Credit Facility,
to refinance its previous bank credit facility of approximately $27.6 million,
including accrued interest, and to pay certain financing fees and expenses. In
connection with the refinancing of Holdings previous bank credit facility, The
Company wrote-off approximately $0.2 million, net of tax of approximately $0.1
million, of unamortized debt issuance costs remaining from its previous bank
credit facility.

The Company incurred approximately $2.1 million in capitalizable debt issuance
costs in connection with the Bank Credit Facility which are being amortized
over its term.

Debt Covenants

The Companys Bank Credit Facility, which is guaranteed by Holdings, requires
the Company to maintain certain financial ratios. The Bank Credit Facility also
limits the Companys ability to incur additional indebtedness, restricting the
amount of capital expenditures that may be incurred, and limiting transactions
with affiliates. The Bank Credit Facility also limits the Companys ability to
engage in mergers or acquisitions, sell certain assets, pay dividends or
repurchase its stock. The Bank Credit Facility is secured by a first priority
security interest in substantially all of the Companys assets. The Companys
domestic and Canadian subsidiaries are required to guarantee its obligations
under the Bank Credit Facility. If the Company defaults on this debt, due to
cross-default provisions in the indentures for the Discount Notes and Senior
Subordinated Notes, this debt would also be in default.

Historically, the Company has not met its debt covenants and has had to amend
its credit agreements or receive waivers from its lending institutions. The
Company was not in compliance with the financial covenants under the Bank
Credit Facility, including the Senior Debt Ratio and Fixed Charge Coverage
Ratio (as defined in the Bank Credit Facility) for the first quarter ended
April 26, 2003. In addition, based upon forecasted net income and cash flows,
the Company determined that it would not likely be able to make the interest
payment on the Senior Subordinated Notes that is due on November 1, 2003. As a
result, during the first quarter, the

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Company requested that the senior lenders to the Bank Credit Facility amend the
financial covenants for the first quarter and every other quarter of the year
ending January 31, 2004 to a level that considering the Companys current
operations and forecasts would make it probable that the Company will be in
compliance with its Bank Credit Facility. On May 12, 2003, the Company and the
senior lenders under the Bank Credit Facility entered into the First Amendment
to Loan and Security Agreement and Limited Waiver (the First Amendment) to
the Bank Credit Facility that allows the Company to continue to operate under
the existing requirements of the Bank Credit Facility through June 25, 2003,
with certain modifications relating to excess cash availability, and will allow
the Company and the lenders under the Bank Credit Facility to continue to
negotiate financial covenants for the year ending January 31, 2004. As required
by the First Amendment, Holdings and the Company have retained a financial
consultant and a financial advisor to advise Holdings and the Company with
respect to improving the financial condition of Holdings and the Company.
During the 45-day period of the First Amendment, the Company is required to
maintain a defined level of excess cash availability. Under the terms of the
First Amendment, the minimum level of excess cash availability was set at $3.0
million. On May 29, 2003 the senior lenders under the Bank Credit Facility
reduced the minimum level of excess cash availability to $2.5 million. As of
June 6, 2003, the Companys cash availability was $3.9 million. As of June 10,
2003, the Company and the senior lenders have not finalized negotiations of an
amendment to the Bank Credit Facility with respect to the covenants of the
second, third and fourth quarter for the year ending January 31, 2004. Should the Company and its senior lenders not be able to
reach an agreement on an additional amendment to the Bank Credit Facility prior
to the expiration of the First Amendment or not be able to obtain an additional
waiver, the Company would be in default under the Bank Credit Facility and such
default would also constitute an event of default under the terms of the Senior
Subordinated Notes, which would have a material adverse impact on the Companys
reported financial position and results of its operations. As a
result, all of the Companys long-term debt continue to be classified as
current liabilities. The Companys
ability to continue as a going concern is largely dependent on its ability to
maintain its existing financing arrangements to operate the business.

Recently Issued Accounting Standards

On May 15, 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity. SFAS No. 150 establishes standards for
classifying and measuring as liabilities certain financial instruments that
embody obligations of the issuer and have characteristics of both liabilities
and equity. SFAS No. 150 must be applied immediately to instruments entered
into or modified after May 31, 2003 and to all other instruments that exist as
of the beginning of the first interim financial reporting period beginning
after June 15, 2003. Application to pre-existing instruments should be
recognized as the cumulative effect of a change in accounting principle. The
Company is currently evaluating the provisions of SFAS No. 150, but does not
believe that Holdings Series B and Series C Redeemable Preferred Stock require
reclassification as a liability as the redemption provisions of these
instruments is contingent upon a Change of Control or Public Offering, as
defined in the indenture governing the Senior Subordinated Notes.

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Inflation and Changing Prices

The Companys sales and costs are subject to inflation and price fluctuations.
However, they historically have not, and in the future are not expected to
have, a material adverse effect on the Companys results of operations.

Forward Looking Statements

When used in this quarterly report, the words believes, anticipates,
expects and similar expressions are used to identify forward looking
statements. Such statements are subject to risks and uncertainties which could
cause actual results to differ materially from those projected. The Company
wishes to caution readers that the following important factors and others in
some cases have affected and in the future could affect the Companys actual
results and could cause the Companys actual results to differ materially from
those expressed in any forward statements made by the Company: (i) economic
conditions in the safety shoe market, (ii) availability and terms of credit and
debt arrangements, (iii) increase in interest rates, (iv) cost of raw
materials, (v) inability to maintain state-of-the-art manufacturing facilities,
(vi) heightened competition, including intensification of price and service
competition, the entry of new competitors and the introduction of new products
by existing competitors, (vii) inability to capitalize on opportunities
presented by industry consolidation, (viii) loss or retirement of key
executives, (ix) loss or disruption of the Companys relationships with its
major suppliers, including the Companys largest supplier in China and (x)
inability to grow by acquisition of additional safety shoe distributors or to
effectively consolidate operations of businesses acquired.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company is exposed to market risk primarily from changes in interest rates
and foreign exchange rates.

The following discussion of the Companys exposure to various market risks
contains forward looking statements that are subject to risks and
uncertainties. These projected results have been prepared utilizing certain
assumptions considered reasonable in the circumstances and in light of
information currently available to the Company. Nevertheless, because of the
inherent unpredictability of interest rates and foreign currency translation
rates, actual results could differ materially from those projected in such
forward looking statements.

Interest Rates

At April 26, 2003, the Company had fixed-rate debt totaling $78.5 million in
principal amount and having a fair value of $46.0 million. These instruments
bear interest at a fixed rate and, therefore, do not expose the Company to the
risk of earnings loss due to changes in market interest rates. However, the
fair value of these instruments would decrease (to the holder) by approximately
$4.6 million if interest rates were to increase by 10% from their levels at
April 26, 2003 (i.e., an increase from the weighted average interest rate of
10.4% to a weighted average interest rate of 11.4%).

At April 26, 2003, the Company had variable-rate debt totaling $18.8 million in
principal amount and having a fair value of $18.8 million. These borrowings
are under the Bank Credit Facility. If interest rates were to increase by 10%
from their levels at April 26, 2003, the Company would incur additional annual
interest expense of approximately $0.1 million.

Foreign Exchange Rates

Information relating to the sensitivity to foreign currency exchange rate
changes is omitted as foreign exchange exposure risk has not materially changed
from that disclosed in the Companys Annual Report on Form 10-K for the year
ended January 25, 2003.




Item 4. Controls and Procedures.

Within the 90 days prior to the date of filing this Quarterly Report on Form
10-Q, the Company carried out an evaluation, under the supervision and with the
participation of its disclosure committee and management, including the
President (Chief Executive Officer) and the Treasurer (Chief Financial
Officer), of the effectiveness of the design and operation of the Companys
disclosure controls and procedures pursuant to Exchange Act Rules 13a-14(c) and
15d-14(c). Based upon that evaluation, the President (Chief Executive Officer)
and the Treasurer (Chief Financial Officer) concluded that the Companys
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Companys periodic SEC filings.
Subsequent to the date of that evaluation, there have been no significant
changes in the Companys internal controls or in other factors that could
significantly affect
internal controls, nor were any corrective actions required with regard to
significant deficiencies and material weaknesses.

-22-



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##### Table of Contents






PART II OTHER INFORMATION




Item 1. Legal Proceedings.

None.




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) Exhibit Index.

|      |  |                                                                                                                               
|----- |  | ------------------------------------------------------------------------------------------------------------------------------
|10.71 |  | Letter Waiver to Loan and Security Agreement dated May 29, 2003.                                                              
|      |  |                                                                                                                               
|99.1  |  | Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|      |  |                                                                                                                               
|99.2  |  | Certification by CFO pursuant to 18 U.S.C Section 1350, as adopted
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 during the first quarter ended April 26,
2003.

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##### Table of Contents



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

|                     |  |                      |  |                   |                                                                                                                          | 
|-------------------- |  | -------------------- |  | ----------------- | ------------------------------------------------------------------------------------------------------------------------ | 
|                     |  | IRON AGE CORPORATION
|                     |  |                      |  |                   |                                                                                                                          | 
|                     |  | By:                  |  | /s/Bart R. Huchel
|                     |  |                      |  |                   |                                                                                                                         
|Dated: June 10, 2003 |  |                      |  | Name: 
Title:     | Bart R. Huchel
Vice President-Finance
Chief Financial Officer and
Treasurer
(Principal financial and
accounting officer)

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##### Table of Contents



CERTIFICATIONS

I, William J. Mills, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Iron Age
Corporation;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of 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.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |                                                                 
| |  | ----------------------------------------------------------------
| |  | /s/William J. Mills                                             
| |  |                                                                 
| |  |                                                                 
| |  | William J. Mills
Chief Executive Officer, President and Director

Dated: June 10, 2003

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##### Table of Contents



I, Bart R. Huchel, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Iron Age
Corporation;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of 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.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |                                                                                  
| |  | ---------------------------------------------------------------------------------
| |  | /s/Bart R. Huchel                                                                
| |  |                                                                                  
| |  |                                                                                  
| |  | Bart R. Huchel
Vice President  Finance and Treasurer and Chief
Financial Officer

Dated: June 10, 2003

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