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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 1934For the quarterly period ended:
April 27, 2002OR

[     ] 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
incorporation or organization |  | (I.R.S. Employer
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.

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



|                          |                                                                                                |                                                                  |  |  |  |  |  | 
|------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  | 
|                          | Item 1. Financial Statements.                                                                 
|                          |                                                                                                | Consolidated Balance Sheets                                     
|                          |                                                                                                | Condensed Consolidated Statements of Operations (Unaudited)     
|                          |                                                                                                | Condensed Consolidated Statements of Cash Flows (Unaudited)     
|                          |                                                                                                | Notes to Condensed 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.                           
|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.                                                     



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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 27, 2002 and            
| |  | January 26, 2002                                                
|
| |  | Consolidated Statements of Operations for the three months ended
| |  | April 27, 2002 and April 28, 2001                               
|
| |  | Consolidated Statements of Cash Flows for the three months      
| |  | ended April 27, 2002 and April 28, 2001                         
|
| |  | Notes to Consolidated Financial Statements                      





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Iron Age Corporation
Consolidated Balance Sheets







|                                           |                                                                             |                        |             |         |            |   |         |         |  
|------------------------------------------ | --------------------------------------------------------------------------- | ---------------------- | ----------- | ------- | ---------- | - | ------- | ------- | -
|                                           |                                                                             |                        | April 27    |         | January 26
|                                           |                                                                             |                        | 2002        |         | 2002      
|                                           |                                                                             |                        |             |         |           
|                                           |                                                                             |                        | (unaudited) |         |           
|                                           |                                                                             | (Dollars in Thousands)
|Assets                                     |                                                                             |                        |             |         |            |   |         |        
|Current assets:                            |                                                                             |                        |             |         |            |   |         |        
|                                           | Cash and cash equivalents                                                   |                        | $           | 210     |            |   | $       | 615     |  
|                                           | Accounts receivable, net                                                    |                        |             | 14,865  |            |   |         | 14,066  |  
|                                           | Inventories (Note 2)                                                        |                        |             | 33,633  |            |   |         | 32,089  |  
|                                           | Prepaid expenses                                                            |                        |             | 1,029   |            |   |         | 2,120   |  
|                                           | Deferred income taxes                                                       |                        |             | 867     |            |   |         | 726     |  
|                                           |                                                                             |                        |             |         |            |   |         |        
|Total current assets                       |                                                                             |                        | 50,604      |         |            |   | 49,616  |        
|Other noncurrent assets                    |                                                                             |                        | 3,512       |         |            |   | 3,633   |        
|Property and equipment, net                |                                                                             |                        | 9,052       |         |            |   | 9,253   |        
|Intangible assets, net                     |                                                                             |                        | 92,576      |         |            |   | 92,960  |        
|                                           |                                                                             |                        |             |         |            |   |         |        
|Total assets                               |                                                                             | $                      | 155,744     |         |            | $ | 155,462 |        
|                                           |                                                                             |                        |             |         |            |   |         |        
|Liabilities and stockholders equity       |                                                                             |                        |             |         |            |   |         |        
|Current liabilities:                       |                                                                             |                        |             |         |            |   |         |        
|                                           | Current maturities of long-term debt                                        |                        | $           | 6,470   |            |   | $       | 6,475   |  
|                                           | Accounts payable                                                            |                        |             | 5,767   |            |   |         | 4,687   |  
|                                           | Accrued expenses                                                            |                        |             | 6,923   |            |   |         | 5,076   |  
|                                           |                                                                             |                        |             |         |            |   |         |        
|Total current liabilities                  |                                                                             |                        | 19,160      |         |            |   | 16,238  |        
|Long-term debt, less current maturities    |                                                                             |                        | 82,774      |         |            |   | 86,245  |        
|Other noncurrent liabilities               |                                                                             |                        | 373         |         |            |   | 390     |        
|Deferred income taxes                      |                                                                             |                        | 5,584       |         |            |   | 5,589   |        
|                                           |                                                                             |                        |             |         |            |   |         |        
|Total liabilities                          |                                                                             |                        | 107,891     |         |            |   | 108,462 |        
|Commitments and contingencies              |                                                                             |                        |            |         |            |   |        |        
|Series B redeemable preferred stock        |                                                                             |                        | 8,727       |         |            |   | 8,300   |        
|Series C redeemable preferred stock        |                                                                             |                        | 6,927       |         |            |   | 6,545   |        
|Stockholders equity:                      |                                                                             |                        |             |         |            |   |         |        
|                                           | Common stock, $1 par value; 1,000 shares
authorized, issued and outstanding |                        |             | 1       |            |   |         | 1       |  
|                                           | Additional paid-in capital                                                  |                        |             | 44,466  |            |   |         | 44,466  |  
|                                           | Accumulated deficit                                                         |                        |             | (11,974 | )          |   |         | (11,941 | )
|                                           | Accumulated other comprehensive loss                                        |                        |             | (294    | )          |   |         | (371    | )
|                                           |                                                                             |                        |             |         |            |   |         |        
|Total stockholders equity                 |                                                                             |                        | 32,199      |         |            |   | 32,155  |        
|                                           |                                                                             |                        |             |         |            |   |         |        
|Total liabilities and stockholders equity |                                                                             | $                      | 155,744     |         |            | $ | 155,462 |        
|                                           |                                                                             |                        |             |         |            |   |         |        

See accompanying notes.

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Iron Age Corporation
Condensed Consolidated Statements of Operations (Unaudited)




|                                    |  |                        |        |          |  |   |        | 
|----------------------------------- |  | ---------------------- | ------ | -------- |  | - | ------ | 
|                                    |  | Three months ended    
|                                    |  | April 27               |        | April 28
|                                    |  | 2002                   |        | 2001    
|                                    |  |                        |        |         
|                                    |  | (Dollars in Thousands)
|                                   
|Net sales                           |  | $                      | 27,576 |          |  | $ | 30,011 | 
|Cost of sales                       |  |                        | 13,540 |          |  |   | 14,381 | 
|                                    |  |                        |        |          |  |   |        | 
|Gross profit                        |  |                        | 14,036 |          |  |   | 15,630 | 
|Selling, general and administrative |  |                        | 9,787  |          |  |   | 10,896 | 
|Depreciation                        |  |                        | 384    |          |  |   | 422    | 
|Amortization of intangible assets   |  |                        | 544    |          |  |   | 1,045  | 
|                                    |  |                        |        |          |  |   |        | 
|Operating income                    |  |                        | 3,321  |          |  |   | 3,267  | 
|Interest expense                    |  |                        | 2,146  |          |  |   | 2,124  | 
|                                    |  |                        |        |          |  |   |        | 
|Income before income taxes          |  |                        | 1,175  |          |  |   | 1,143  | 
|Income tax expense                  |  |                        | 400    |          |  |   | 649    | 
|                                    |  |                        |        |          |  |   |        | 
|Net income                          |  | $                      | 775    |          |  | $ | 494    | 
|                                    |  |                        |        |          |  |   |        | 

See accompanying notes.





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Iron Age Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)




|                                                                                  |                                              |                                                              |                                         |   |                        |        |                    |   |       |        |  
|--------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------------------------ | --------------------------------------- | - | ---------------------- | ------ | ------------------ | - | ----- | ------ | -
|                                                                                  |                                              |                                                              |                                         |   | Three months ended     |        | Three months ended
|                                                                                  |                                              |                                                              |                                         |   | April 27               |        | April 28          
|                                                                                  |                                              |                                                              |                                         |   | 2002                   |        | 2001              
|                                                                                  |                                              |                                                              |                                         |   |                        |        |                   
|                                                                                  |                                              |                                                              |                                         |   | (Dollars in Thousands)
|Operating
activities                                                              |                                              |                                                              |                                         |   |                        |        |                    |  
|Net income                                                                        |                                              | $                                                            | 775                                     |   |                        | $      | 494                |  
|Adjustments to reconcile net income to net cash provided by
operating activities: |                                              |                                                              |                                         |   |                        |        |                    |  
|                                                                                  |                                              | Change in fair market value of interest rate swap agreement  |                                         |   |                       |        |                    |   | (337  | )     
|                                                                                  |                                              | Depreciation and amortization                                |                                         |   | 1,042                  |        |                    |   | 1,585 |       
|                                                                                  |                                              | Amortization of deferred financing fees included in interest |                                         |   | 135                    |        |                    |   | 135   |       
|                                                                                  |                                              | Provision for losses on accounts receivable                  |                                         |   | 70                     |        |                    |   | 70    |       
|                                                                                  |                                              | Deferred income taxes                                        |                                         |   | (146                   | )      |                    |   | (20   | )     
|                                                                                  | Changes in operating assets and liabilities: |                                                              |                                         |   |                        |        |                    |   |      
|                                                                                  |                                              |                                                              | Accounts receivable                     |   |                        | (869   | )                  |   |       | (321   | )
|                                                                                  |                                              |                                                              | Inventories                             |   |                        | (1,544 | )                  |   |       | (1,064 | )
|                                                                                  |                                              |                                                              | Prepaid expenses                        |   |                        | 1,091  |                    |   |       | 491    |  
|                                                                                  |                                              |                                                              | Other noncurrent assets                 |   |                        | (36    | )                  |   |       | 29     |  
|                                                                                  |                                              |                                                              | Accounts payable                        |   |                        | 1,080  |                    |   |       | (219   | )
|                                                                                  |                                              |                                                              | Accrued expenses                        |   |                        | 1,847  |                    |   |       | (222   | )
|                                                                                  |                                              |                                                              | Payment of other noncurrent liabilities |   |                        | (17    | )                  |   |       | (12    | )
|                                                                                  |                                              |                                                              |                                         |   |                        |        |                    |  
|Net cash provided by operating activities                                         |                                              |                                                              | 3,428                                   |   |                        |        | 609                |  
|Investing activities                                                              |                                              |                                                              |                                         |   |                        |        |                    |  
|Capitalization of internal use software costs                                     |                                              |                                                              | (123                                    | ) |                        |        | (115               | )
|Purchases of property and equipment                                               |                                              |                                                              | (297                                    | ) |                        |        | (897               | )
|                                                                                  |                                              |                                                              |                                         |   |                        |        |                    |  
|Net cash used in investing activities                                             |                                              |                                                              | (420                                    | ) |                        |        | (1,012             | )
|Financing activities                                                              |                                              |                                                              |                                         |   |                        |        |                    |  
|Borrowings under revolving credit agreement                                       |                                              |                                                              | 2,350                                   |   |                        |        | 3,550              |  
|Principal payments on debt                                                        |                                              |                                                              | (5,776                                  | ) |                        |        | (2,950             | )
|Payment of financing costs                                                        |                                              |                                                              | (15                                     | ) |                        |        | (127               | )
|Principal payments on capital leases                                              |                                              |                                                              | (49                                     | ) |                        |        | (47                | )
|                                                                                  |                                              |                                                              |                                         |   |                        |        |                    |  
|Net cash (used in) provided by financing activities                               |                                              |                                                              | (3,490                                  | ) |                        |        | 426                |  
|Effect of exchange rate changes on cash and cash equivalents                      |                                              |                                                              | 77                                      |   |                        |        | (47                | )
|                                                                                  |                                              |                                                              |                                         |   |                        |        |                    |  
|                                                                                  |                                              | Decrease in cash and cash equivalents                        |                                         |   | (405                   | )      |                    |   | (24   | )     
|Cash and cash equivalents at beginning of period                                  |                                              |                                                              | 615                                     |   |                        |        | 82                 |  
|                                                                                  |                                              |                                                              |                                         |   |                        |        |                    |  
|Cash and cash equivalents at end of period                                        |                                              | $                                                            | 210                                     |   |                        | $      | 58                 |  
|                                                                                  |                                              |                                                              |                                         |   |                        |        |                    |  
|Supplemental schedule of noncash investing
and financing activities               |                                              |                                                              |                                         |   |                        |        |                    |  
|Dividends and accretion on redeemable preferred stock                             |                                              | $                                                            | 808                                     |   |                        | $      | 619                |  

See accompanying notes.





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Iron Age Corporation
Notes to Condensed Consolidated
Financial Statements (Unaudited)




April 27, 2002

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 27, 2002 are not necessarily indicative of the
results that may be expected for the fiscal year ended January 25, 2003. 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 26, 2002.

|                                      |      |          |        |            |  |   |        | 
|------------------------------------- | ---- | -------- | ------ | ---------- |  | - | ------ | 
|2. Inventories                        |      | April 27 |        | January 26
|Inventories consist of the following: | 2002 |          | 2002  
|                                      |      |          |       
|Raw materials                         |      | $        | 2,016  |            |  | $ | 2,060  | 
|Work-in-process                       |      |          | 825    |            |  |   | 629    | 
|Finished goods                        |      |          | 30,792 |            |  |   | 29,400 | 
|                                      |      |          |        |            |  |   |        | 
|                                      |      | $        | 33,633 |            |  | $ | 32,089 | 
|                                      |      |          |        |            |  |   |        | 

3. Goodwill

Effective January 27, 2002, the Company
was required to adopt FASB Statement No. 141, Business
Combinations, and FASB Statement No. 142, Goodwill and Other
Intangible Assets  (the Statements). Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized but
will be subject to annual impairment tests in accordance with the Statements.
The Company is in the process of completing step one of the impairment test to
identify if there is potential impairment to the goodwill and intangible assets as of
January 27, 2002. If the finalized results of step one of the impairment test indicate that the
carrying value exceeds fair value of the Companys reporting units, an impairment
charge will be recorded as of January 27, 2002. Presently, market conditions and
the Companys performance are negatively impacting the initial
impairment scenarios. If such tests
which are required to be finalized by the end of the second quarter (July 27, 2002) ultimately indicate
an impairment charge is required, the Company will record any write down retroactive to the
first quarter results of operations as a cumulative effect of a change in accounting principle. The
impairment charge would have no effect on cash, the covenants related
to the Companys Bank Credit Facility or the indentures for the Senior Subordinated Notes.





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|                                         |  |                    |     |          |  |   |     |  
|---------------------------------------- |  | ------------------ | --- | -------- |  | - | --- | -
|                                         |  | Three Months Ended
|4. Comprehensive Income                  |  | April 27           |     | April 28
|                                         |  | 2002               |     | 2001    
|                                         |  |                    |     |         
|Net income                               |  | $                  | 775 |          |  | $ | 494 |  
|Foreign currency translation gain (loss) |  |                    | 77  |          |  |   | (47 | )
|                                         |  |                    |     |          |  |   |     |  
|Total comprehensive income               |  | $                  | 852 |          |  | $ | 447 |  
|                                         |  |                    |     |          |  |   |     |  
|                                        

Subsequent Event

On May 23, 2002, the Company purchased
25.08 shares of Iron Age Holdings Corporations Series B non
voting, cumulative, redeemable preferred stock with a par value of
$.01 per share (the Holdings Series B Preferred Stock)
from certain officers of the Company, in exchange for the unpaid
balance of principal and accrued interest of their outstanding Term
Promissory Notes in the amount of approximately $0.14 million.
Following the purchase, these officers will hold 22.67 shares of
Holdings Series B Preferred Stock.





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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
Condensed Consolidated Financial Statements for the period ended April 27, 2002,
and the Companys audited consolidated financial statements and Annual Report on
Form 10-K for the fiscal year ended January 26, 2002.

Results of Operations

Three Months ended April 27, 2002 compared to
Three Months ended April 28, 2001

Net Salesfor the three months ended April 27, 2002 (first quarter 2003) were
$27.6 million compared to $30.0 million for the comparable three month period
ended April 28, 2001 (first quarter 2002), a decrease of $2.4 million, or
8.0%. The decrease in net sales was primarily attributable to a decrease in net
sales of $1.8 million, or 6.0% in the Companys primary footwear distribution
business line, primarily related to a decline in the general economic
environment, including plant closings and employee layoffs that affected the
Companys customers. In addition, net sales to non-affiliated customers in the
Companys manufacturing subsidiary decreased by $0.2 million, or 0.7%, for first
quarter 2003 compared to first quarter 2002. Also, for first quarter 2003, there
were no net sales related to the Companys vision products business line, which
was sold in December 2001, compared to $0.4 million in net sales for first
quarter 2002, a decrease of $0.4 million, or 1.3% of the decrease in net sales.

Gross Profitwas $14.0 million for first quarter 2003 and $15.6 million for first quarter 2002, a decrease of $1.6 million, or 10.3%.
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 2003 decreased to 50.9%, a decrease of 1.2% from first quarter 2002. Gross profit percentage decreased in the
Companys primary footwear distribution business line by 2.0% for first quarter 2003, due primarily to increases in freight and duty
costs, general changes in product mix and the impact of competitive pricing strategies. The increase in gross profit percentage was
partially offset by a 2.4% increase in gross profit percentage in the Companys manufacturing subsidiary.

Selling, General and Administrative Expenseswas $9.8 million for first quarter
2003 and $10.9 million for first quarter 2002, a decrease of $1.1 million, or
10.1%. The decrease in selling, general and administrative expenses was
primarily related to the effect of employee related cost reductions, including
salaries and wages, and other cost containment initiatives, including
advertising costs and travel.





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Operating Incomefor first quarter 2003 was $3.3 million, or 12.0% of net sales,
compared to $3.3 million, or 11.0% of net sales, for first quarter 2002.

Interest Expensefor first quarter 2003 was $2.1 million compared to $2.1
million for first quarter 2002. Interest expense for first quarter 2002 included
the favorable change of approximately $0.3 million in the fair market value of
the Companys interest rate swap agreement due to the decrease in interest rates
in first quarter 2002. In addition, interest expense for first quarter 2003
decreased due to the effect of lower interest rates and decreased indebtedness
relating to the Bank Credit Facility.

Income Tax Expensefor first quarter 2003 was an income tax expense of $0.4
million compared to an income tax expense of $0.6 million for first quarter
2002. Income tax expense for first quarter 2002 differ from that of the
statutory income tax rate due primarily to nondeductible goodwill amortization.
Upon adoption of FASB Statement No. 142, the Company recorded no goodwill amortization for first quarter
2003.

Liquidity and Capital Resources

Amendment to the Bank Credit Facility

On December 10, 2001, the Bank Credit Facility was amended to (i) amend the
definition of Applicable Margin; (ii) amend the definition of EBITDA and
Loan Value, (iii) amend certain negative covenants, (iv) amend certain
covenants relating to the Leverage Ratio, Fixed Charge Coverage Ratio,
Interest Coverage Ratio and Capital Expenditures for fiscal 2002 and fiscal
2003 and add a Senior Leverage Ratio for fiscal 2003 and (v) waive the
restriction of asset sales, in order to permit the sale of assets related to the
optical business line.

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 $3.4 million for first quarter
2003, an increase of $2.8 million as compared to net cash provided by operating
activities of $0.6 million for first quarter 2002. The increase in cash provided
by operating activities in first quarter 2003 from first quarter 2002 is
primarily the result of overall increases in accrued expenses, including accrued
interest and the receipt of a federal income tax refund.

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. Capital expenditures of approximately $0.9 million
for first quarter 2002 included capital expenditures related to improvements in
retail stores, shoemobiles and equipment and approximately $0.1 million for the
acquisition of software for internal use.





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The Company used approximately $3.5 million for financing activities for first
quarter 2003, which primarily consisted of payments related to the Bank Credit
Facility, including the scheduled principal payment of approximately $1.5
million on the Acquisition Term Loan.

The Companys total working capital as of April 27, 2002 was $31.4 million. At
January 26, 2002, working capital was $33.4 million.

Cash flow from operations for first quarter 2003 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 under the Bank Credit Facility, will 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 for the next several years. 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.

The Companys debt consists of the Senior Subordinated Notes, the Bank Credit
Facility and certain other debt. The Bank Credit Facility, as amended, consists
of a $21.1 million acquisition term loan facility (the Acquisition Term Loan)
and $20.0 million in revolving credit loans, letters of credit and swing line
loans (the Revolving Credit Facility). The Companys other debt of $0.7
million consists primarily of capital leases and other notes. As of April 27,
2002, approximately $15.8 million of the Acquisition Term Loan and approximately
$7.8 million of the Revolving Credit Facility were outstanding. The Company has
no additional borrowing availability under the Acquisition Term Loan and
approximately $12.2 million under the Revolving Credit Facility. The Acquisition
Term Loan matures in quarterly installments from July 2001 until final payment
in April 2004. The Revolving Credit Facility will mature in April 2004 and has
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
April 27, 2002, none of the Companys Domestic Restricted Subsidiaries was a
Material Subsidiary, and therefore no Subsidiary Guaranty was in force or
effect.





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##### Table of Contents



Debt Covenants

The Companys Bank Credit Facility, which is guaranteed by Iron Age Holdings
Corporation, the Companys parent company (Holdings), requires Holdings to
maintain certain financial ratios. Holdings and the subsidiaries whose debt
Holdings guarantees complied with these covenants as of April 27, 2002. If the
Company defaults on this debt, due to cross-default provisions in the indentures
for Holdings 12 1/8% Senior Discount Notes due 2009 and Senior Subordinated
Notes, this debt would also be in default. The Companys ability to avoid a
default will depend on an improvement in its results of operations in the fiscal
year ending January 25, 2003. Expectations of future operating results and
continued compliance with the debt covenants cannot be assured. If projections
of future operating results are not achieved and waivers are not obtained and
the debt is in default, the Company could experience a material adverse impact
on its reported financial position and results of operations.

Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests in accordance with the Statements. Other intangible
assets will continue to be amortized over their useful lives.

Effective January 27, 2002, the Company
was required to adopt FASB Statement No. 141, Business
Combinations, and FASB Statement No. 142, Goodwill and Other
Intangible Assets  (the Statements). Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized but
will be subject to annual impairment tests in accordance with the Statements.
The Company is in the process of completing step one of the impairment test to
identify if there is potential impairment to the goodwill and intangible assets as of
January 27, 2002. If the finalized results of step one of the impairment test indicate that the
carrying value exceeds fair value of the Companys reporting units, an impairment
charge will be recorded as of January 27, 2002. Presently, market conditions and
the Companys performance are negatively impacting the initial
impairment scenarios. If such tests
which are required to be finalized by the end of the second quarter (July 27, 2002) ultimately indicate
an impairment charge is required, the Company will record any write down retroactive to the
first quarter results of operations as a cumulative effect of a change in accounting principle. The
impairment charge would have no effect on cash, the covenants related
to the Companys Bank Credit Facility or the indentures for the Senior Subordinated Notes.

Effective January 27, 2002, the Company adopted Statement of Financial
Accounting Standards No. 144 (FAS 144), Accounting for the Impairment or
Disposal of Long-Lived Assets,. This Statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. This
Statement supercedes FAS Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the
accounting and reporting provisions of Accounting Principles Board (APB)
Opinion No. 30, Reporting the Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions, for the disposal of a segment of a business
(as previously defined in that Opinion). FAS 144 has had no material impact on
the financial statements of the Company for the three months ended April 27,
2002.

Inflation and Changing Prices

The Companys sales and costs are subject to inflation and price fluctuations.
However, they





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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 of credit, (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 27, 2002, the Company had fixed-rate debt totaling $65.7 million in
principal amount and having a fair value of $29.9 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 $3.0
million if interest rates were to increase by 10% from their levels at April 27,
2002 (i.e., an increase from the weighted average interest rate of 9.9% to a
weighted average interest rate of 10.9%).

At April 27, 2002, the Company had variable-rate debt totaling $23.6 million in
principal amount and having a fair value of $23.6 million. These borrowings are
under the Bank Credit Facility. If interest rates were to increase by 10% from
their levels at April 27, 2002, 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 26, 2002.





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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.



















|         |  |                                                                                                                                                         
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(1)   |  | Iron Age Certificate of Incorporation, as amended.                                                                                                      
|3.2(1)   |  | Iron Age By-laws.                                                                                                                                       
|4.1(1)   |  | Indenture dated as of April 24, 1998.                                                                                                                   
|10.1(1)  |  | Credit Agreement dated as of April 24, 1998.                                                                                                            
|10.2(1)  |  | Security Agreement dated April 24, 1998.                                                                                                                
|10.3(1)  |  | Intellectual Property Security Agreement dated April 24, 1998.                                                                                          
|10.4(1)  |  | Canadian Security Agreement dated April 24, 1998.                                                                                                       
|10.5(1)  |  | Mortgage, Assignment of Leases and Rents, Fixture Filing, Security Agreement and Financing Statement dated February
26, 1997, as amended April 24, 1998.
|10.6(1)  |  | Intercompany Subordination agreement dated April 24, 1998.                                                                                              
|10.7(1)  |  | Subsidiary Guaranty dated April 24, 1998.                                                                                                               
|10.8(1)  |  | Iron Age Trademark License Agreement with W.L Gore & Associates, Inc. dated August 15, 1994.                                                            
|10.9(1)  |  | Falcon Trademark License Agreement with W.L. Gore & Associates, Inc. dated
July 25, 1994.                                                               
|10.10(1) |  | Falcon Manufacturing Certification Agreement with W.L Gore & Associates, Inc. dated July 25, 1994.                                                      
|10.11(1) |  | General Services Administration Contract effective July 26, 1994, as modified
May 24, 1995.                                                             





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##### Table of Contents



|         |  |                                                                                                                                               
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|10.12(1) |  | Amended and Restated Management Agreement dated as of February 26, 1997.                                                                      
|10.13(1) |  | Stockholders Agreement dated as of February 26, 1997.                                                                                         
|10.14(1) |  | Amendment No. 1 to Stockholders Agreement dated as of March 25, 1997.                                                                         
|10.15(1) |  | American Home Assurance Company Joinder to the Stockholders Agreement dated as of March 25, 1997.                                             
|10.16(1) |  | Banque Nationale de Paris Joinder to the Stockholders Agreement dated as of
March 25, 1997.                                                   
|10.17(1) |  | Stock Option Plan dated February 26, 1997.                                                                                                    
|10.18(1) |  | Securities Purchase Agreement dated February 26, 1997.                                                                                        
|10.19(1) |  | Stock Purchase Agreement dated as of December 26, 1996.                                                                                       
|10.20(1) |  | Amendment No. 1 to the Stock Purchase Agreement dated as of February 26, 1997.                                                                
|10.21(1) |  | Pittsburgh, Pennsylvania Lease Agreement dated March 1, 1993, as amended
June 2, 1994, as amended June 12, 1996, as amended December 10, 1997.
|10.22(1) |  | Jerusalem, New York Lease Agreement dated December 9, 1992, as amended
January 1, 1994, as amended April 1997.                                
|10.23(1) |  | Jerusalem, New York Lease Agreement dated June 20, 1997, as amended
January 9, 1998.                                                          
|10.24(1) |  | Lewiston, Maine Lease Agreement dated January 14, 1994.                                                                                       
|10.25(1) |  | Lewiston, Maine Lease Agreement dated November 30, 1990, as amended
June 8, 1994.                                                             
|10.26(1) |  | Ontario, Canada Lease Agreement dated June 11, 1991, as amended
November 23, 1995.                                                            
|10.27(1) |  | Jensen Employment Agreement dated February 26, 1997.                                                                                          
|10.28(1) |  | Mills Employment Agreement dated November 20, 1995.                                                                                           
|10.29(1) |  | McDonough Employment Agreement dated November 20, 1995.                                                                                       
|10.30(1) |  | Johanson Employment Agreement date August 1, 1994.                                                                                            
|10.31(1) |  | Johanson Non-Competition Agreement dated August 1, 1994.                                                                                      
|10.32(2) |  | Taaffe Severance Agreement dated January 13, 1999.                                                                                            
|10.33(2) |  | Taaffe Agreement and General Release dated January 13, 1999.                                                                                  
|10.34(2) |  | Letter Waiver to Banque Nationale de Paris Credit Agreement dated August 28, 1998.                                                            
|10.35(2) |  | Amendment No. 2 and Waiver to Banque Nationale de Paris Credit Agreement dated February 26, 1999.                                             
|10.36(2) |  | Election to reduce Acquisition Commitment of Banque Nationale de Paris Credit Agreement dated March 5,
1999                                   
|10.37(3) |  | Amendment No. 3 to Banque Nationale de Paris Credit Agreement dated June 23, 1999.                                                            
|10.38(4) |  | Amendment No. 4 to Banque Nationale de Paris Credit Agreement dated
March 17, 2000.                                                           
|10.39(4) |  | Amendment No. 1 to Stock Option Plan dated April 8, 1999.                                                                                     
|10.40(4) |  | Amendment No. 2 to Stock Option Plan dated January 29, 2000.                                                                                  
|10.41(4) |  | Johanson Consulting Agreement dated February 1, 2000.                                                                                         
|10.42(4) |  | Certificate of Designation, Preferences and Rights of the Series B Preferred Stock of Iron Age Holdings Corporation dated
December 29, 1999.  
|10.43(5) |  | Amendment No. 5 to Banque Nationale de Paris Credit Agreement dated
September 15, 2000.                                                       
|10.44(6) |  | Certificate of Designation, Preferences and Rights of the Series C Preferred Stock of                                                         





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|         |  |                                                                                       
|-------- |  | --------------------------------------------------------------------------------------
|         |  | Iron Age Holdings Corporation dated December 29, 2000.                                
|10.45(6) |  | Amendment No. 6 to Banque Nationale de Paris Credit Agreement dated
April 24, 2001.   
|10.46(7) |  | Amendment No. 7 to Banque Nationale de Paris Credit Agreement dated December 10, 2001.
|21.1(1)  |  | Subsidiaries of Holdings.                                                             



---

|(1) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Registration Statement on Form S-4, No. 333-57009, filed June 17,
1998.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Annual Report on Form 10-K, filed April 30, 1999.                      
|   
|(3) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Quarterly Report on Form 10-Q, filed September 14, 1999.               
|   
|(4) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Annual Report on Form 10-K, filed April 18, 2000.                      
|   
|(5) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Quarterly Report on Form 10-Q, filed December 11, 2000.                
|   
|(6) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Annual Report on Form 10-K, filed April 26, 2001.                      
|   
|(7) |  | Incorporated by reference to the similarly numbered exhibit in the
Companys Quarterly Report on Form 10-Q, filed December 11, 2001.                

|    |  |                                                                                 
|--- |  | --------------------------------------------------------------------------------
|(b) |  | Reports on Form 8-K                                                             
|   
|    |  | No reports on Form 8-K were filed during the first quarter ended April 27,
2002.





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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
|                     |  |                      |  | Name:Title:       |  | Bart R. Huchel
Vice President-Finance
Chief Financial Officer and
|Dated: June 11, 2002 |  |                      |  |                   |  | Treasurer
(Principal financial and
accounting officer)           





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