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:     July 29, 2000    
OR

[    ] 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)

  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.

PART 1 — FINANCIAL INFORMATION

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Iron Age Corporation
Condensed Consolidated Balance Sheets

See accompanying notes.

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Iron Age Corporation
Condensed Consolidated Statements of Income (Unaudited)

See accompanying notes.

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

See accompanying notes.

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

July 29, 2000

1. Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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 six month period ended July 29, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ended January 27, 2001. 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 29, 2000.

2. Inventory

3. Extraordinary Gain

On July 20, 1999, the Company purchased $9.64 million in principal amount of its 9 7/8% Senior Subordinated Notes due 2008 (the “Senior Subordinated Notes”) for $7.66 million. The purchase was funded by $5.1 million of borrowings under the Company’s $61.6 million senior secured credit facility (as amended, the “New Credit Facility”) and the issuance of $2.563 million of Holdings Series B non-voting, redeemable preferred stock with a par value of $0.01 per share (the “Holdings Series B Preferred Stock”) to Holdings’ majority stockholder, Fenway Partners Capital Fund, L.P. (“Fenway”). The Company recorded an extraordinary gain of $0.92 million, net of unamortized deferred financing costs of $0.38 million and income taxes of $0.67 million. Following the purchase, such principal amount of the Senior Subordinated Notes was retired.

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4. Redeemable Preferred Stock

On December 29, 1999, the Company’s sole stockholder, Iron Age Holdings Corporation (“Holdings”), authorized 2,500 shares of Holdings Series B Preferred Stock. Holdings issued 1,000 shares of Holdings Series B Preferred Stock to Holdings’ majority stockholder, Fenway, for approximately $4.9 million, with a liquidation preference of $4,938 per share plus an additional amount of $2,044,325 divided by the total number of outstanding and accrued shares of Holdings Series B Preferred Stock as of the event of liquidation. A sale of all or substantially all of Holdings’ assets, merger or other change of control constitutes a liquidation. Dividends are cumulative at an annual rate of $953.97 per share and are payable in-kind, semi annually in arrears on February 21 and August 21, beginning February 21, 2000. The Holdings Series B Preferred Stock ranks junior to outstanding shares of Holdings’ Series A Preferred Stock, if any, and is senior to Holdings’ common stock in dividends and liquidation. The Holdings Series B Preferred Stock is redeemable upon a change of control or a public offering, as defined in the indenture governing the Company’s Senior Subordinated Notes. The redemption price will be equal to the amount that would be paid to the Holdings Series B Preferred Stock under a liquidation. The difference between the carrying value and redemption amount is being accreted as a charge to retained earnings using the interest method. Holdings Series B Preferred Stock is reflected in the financial statements of the Company because the Company is a wholly-owned subsidiary of Holdings and the proceeds of Holdings Series B Preferred Stock were used to retire a portion of the Company’s Senior Subordinated Notes.

5. Comprehensive (Loss) Income

6. Divestiture

On May 25, 1999, the Company sold the assets of its safety and medical products line, a component of its wholly owned subsidiary, Safety Supplies and Service Co., Inc. (“Safety Supplies”), which consisted primarily of inventory, with a carrying value of approximately $0.4 million to Stratford Safety Products, Inc. for $0.5 million. The sale resulted in a gain of $0.1 million, which was reflected as a reduction of goodwill that was recorded in connection with the acquisition of Safety Supplies. The Company’s net income from the safety and medical products line was not material from the date of the acquisition to the date of sale.

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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 July 29, 2000, and the Company’s audited consolidated financial statements and Annual Report on Form 10-K for the fiscal year ended January 29, 2000.

Related Party Transaction

On February 7, 2000, Fenway purchased Holdings’ 12 1/8% Senior Discount Notes due 2009 (the “Discount Notes”) with a face value of $10.0 million for $1.9 million. The purchase resulted in an income tax liability to Holdings of approximately $1.3 million. In May 2000, Fenway funded the income tax liability through a capital contribution.

September 1999 Transaction

On September 22, 1999, the Company purchased $9.0 million in principal amount of its Senior Subordinated Notes for $7.13 million (the “September 1999 Transaction”). The purchase was funded by $4.7 million of borrowings under the New Credit Facility and the issuance of $2.375 million of Holdings Series B Preferred Stock to Holdings’ majority stockholder, Fenway. The Company recorded an extraordinary gain of $0.88 million, net of unamortized deferred financing costs of $0.35 million, and income taxes of $0.64 million. Following the purchase, such principal amount of the Senior Subordinated Notes was retired. The Company may, under favorable market conditions, purchase additional Senior Subordinated Notes.

July 1999 Transaction

On July 20, 1999, the Company purchased $9.64 million in principal amount of the Senior Subordinated Notes for $7.66 million (the “July 1999 Transaction”). The purchase was funded by $5.1 million of borrowings under the New Credit Facility and the issuance of $2.563 million of Holdings Series B Preferred Stock to Holdings’ majority stockholder, Fenway. The Company recorded an extraordinary gain of $0.92 million, net of unamortized deferred financing costs of $0.38 million, and income taxes of $0.67 million. Following the purchase, such principal amount of the Senior Subordinated Notes was retired.

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Results of Operations

Three Months ended July 29, 2000 compared to
Three Months ended July 31, 1999

Net Sales for the three months ended July 29, 2000 (“second quarter 2001”) were $29.0 million compared to $28.5 million for the comparable three month period ended July 31, 1999 (“second quarter 2000”), an increase of $0.5 million, or 1.7%. The increase in net sales was attributable to an increase of $1.3 million, or 5.0%, primarily related to a large customer order and other increases in the Company’s primary footwear distribution business line. Net sales to non-affiliated customers in the Company’s manufacturing subsidiary decreased by $0.8 million, or 58.7% of net sales in that subsidiary. The decrease in net sales to non-affiliated customers in the Company’s manufacturing subsidiary was primarily related to increased production dedicated to the Company’s primary footwear distribution business line in order to fill a large customer order in second quarter 2001.

Gross Profit for second quarter 2001 was $15.0 million compared to $14.4 million for second quarter 2000, an increase of $0.6 million, or 4.2%. As a percentage of net sales, gross profit for second quarter 2001 increased to 51.6%, an increase of 1.1% from second quarter 2000. The increase in gross profit margin percentage was attributable to sales to a large customer of higher gross profit margin safety footwear produced by the Company’s manufacturing subsidiary, an increase in gross profit percentage in the Company’s vision products business line and a decrease in sales related to the lower gross profit margin safety and medical business products line that was sold on May 25, 1999.

Selling, General and Administrative Expenses for second quarter 2001 were $10.7 million compared to $10.4 million for second quarter 2000, an increase of $0.3 million, or 2.9%, due primarily to rising fuel prices that affected Shoemobile and Opti-Van operating costs.

Operating Income for second quarter 2001 was $2.9 million compared to $2.6 million for second quarter 2000, an increase of $0.3 million, or 11.5%. As a percentage of net sales, operating income was 10.0% of net sales for second quarter 2001 compared to 9.1% of net sales for second quarter 2000. The increase was primarily attributable to the increase in gross profit as discussed above.

Interest Expense for second quarter 2001 was $2.8 million compared to $3.1 million for second quarter 2000, a decrease of $0.3 million, or 9.7%. The decrease in interest expense was attributable to decreased indebtedness of the Company related to the repurchase of a portion of the Senior Subordinated Notes in the July 1999 Transaction and the September 1999 Transaction.

Income Tax Expense for second quarter 2001 was an income tax expense of $0.3 million compared to an income tax benefit of $0.02 million for second quarter 2000. Income tax expense for second quarter 2001 and income tax benefit for second quarter 2000 differ from that of the statutory income tax rate due primarily to nondeductible goodwill amortization.

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Extraordinary Item for second quarter 2000 was an extraordinary gain of $0.9 million, net of a $0.7 million tax expense, due to the repurchase of a portion of the Senior Subordinated Notes in the July 1999 Transaction.

Six Months ended July 29, 2000 compared to
Six Months ended July 31, 1999

Net Sales for the six months ended July 29, 2000 (“first half 2001”) were $61.1 million compared to $61.4 million for the comparable six month period ended July 31, 1999 (“first half 2000”), a decrease of $0.3 million, or 0.5%. The decrease in net sales was primarily attributable to a decrease of $0.5 million, or 0.8%, related to the sale of the Company’s safety and medical business products line in May 1999 and a decrease in net sales to non-affiliated customers in the Company’s manufacturing subsidiary of $0.6 million, or 26.9% of net sales in that subsidiary, as discussed above. The decrease in net sales was partially offset by a $0.7 million, or 1.1%, increase in the Company’s primary footwear distribution business line and an increase in net sales in the Company’s vision products business line of $0.1 million, or 23.1% of net sales in that business line.

Gross Profit for first half 2001 was $31.4 million compared to $30.9 million for first half 2000, an increase of $0.5 million, or 1.6%. As a percentage of net sales, gross profit for first half 2001 increased to 51.5%, an increase of 1.2% from first half 2000. The increase is generally attributable to improved gross profit margins in the Company’s primary footwear distribution business, including sales to a large customer of higher gross profit margin safety footwear produced by the Company’s manufacturing subsidiary. The increase in gross margin percentage was also attributable to a decrease in sales related to the lower gross profit margin safety and medical products business line.

Selling, General and Administrative Expenses for first half 2001 were $21.7 million compared to $21.1 million for first half 2000, an increase of $0.6 million, or 2.8%, due primarily to the effect of general inflationary increases in operating expenses, including rising fuel prices that affected Shoemobile and Opti-Van operating costs.

Operating Income for first half 2001 was $7.0 million compared to $7.1 million for first half 2000, a decrease of $0.1 million, or 1.4%. As a percentage of net sales, operating income was 11.5% of net sales for first half 2001 compared to 11.6% of net sales for first half 2000. The decrease was primarily attributable to the increase in selling, general and administrative expenses and was partially offset by the increase in gross profit as discussed above.

Interest Expense for first half 2001 was $5.7 million compared to $6.5 million for first half 2000, a decrease of $0.8 million, or 12.3%. The decrease in interest expense was attributable to decreased indebtedness of the Company related to the repurchase of a portion of the Senior Subordinated Notes in the July 1999 Transaction and the September 1999 Transaction.

Income Tax Expense for first half 2001 was $1.1 million compared to an income tax expense of $0.7 million for first half 2000. Income tax expense for first half 2001 and for first half 2000 differ from that of the statutory income tax rate due primarily to nondeductible goodwill amortization.

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Extraordinary Item for first half 2000 was an extraordinary gain of $0.9 million, net of a $0.7 million tax expense, due to the repurchase of a portion of the Senior Subordinated Notes in the July 1999 Transaction.

Liquidity and Capital Resources

The Company’s primary cash needs are working capital, capital expenditures and debt service. The Company anticipates that it may use cash in the future to finance acquisitions. 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 $2.9 million for first half 2001, a decrease of $2.0 million as compared to net cash provided by operating activities of $4.9 million in first half 2000. The decrease in cash from operating activities is primarily the result of income tax prepayments for first half 2001.

The Company’s investing activities for first half 2001 consisted of capital expenditures of approximately $0.8 million for improvements in footwear and vision retail stores, shoemobiles and equipment and approximately $0.8 million for the acquisition of software for internal use. Capital expenditures of approximately $1.4 million for first half 2000 included capital expenditures of approximately $0.9 million for improvements in footwear and vision retail stores, shoemobiles and equipment and approximately $0.5 million for the acquisition of software for internal use.

The Company used approximately $1.1 million from financing activities for first half 2001, which primarily consisted of net working capital payments. The Company used approximately $3.6 million from financing activities for first half 2000 which included net working capital payments of approximately $3.3 million, excluding the July 1999 Transaction. The Company’s financing activities in first half 2000 also included a borrowing of $5.1 million on the New Credit Facility in July 1999. The proceeds were used to pay for a portion of the repurchase of Senior Subordinated Notes in the July 1999 Transaction. The remaining portion of the repurchase was provided by a $2.56 million equity contribution from Holdings. The amount of such equity contribution was provided to Holdings by a $2.56 million equity contribution from Holdings’ majority stockholder, Fenway, for which Fenway received Holdings Series B Preferred Stock.

The Company’s total working capital as of July 29, 2000 was $43.8 million. At January 29, 2000, working capital was $44.6 million. The primary reason for the decrease to working capital was a reduced investment in inventory.

Cash flow from operations for first half 2001 was sufficient to cover debt service requirements under the New 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.

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Based upon the current level of operations, management believes that cash flow from operations and available cash, together with available borrowings under the New 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 New 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 New Credit Facility and certain other debt. The New Credit Facility, as amended, consists of a $31.6 million multiple draw acquisition term loan facility (the “Acquisition Credit Facility”) and $30.0 million in revolving credit loans, letters of credit and swing line loans (the “Revolving Credit Facility”). The Company’s other debt of $0.8 million consists of capital leases and other notes. As of July 29, 2000, approximately $21.1 million of the Acquisition Credit Facility and approximately $4.9 million of the Revolving Credit Facility were outstanding. The Company has additional borrowing availability of $10.5 million under the Acquisition Credit Facility and approximately $25.1 million under the Revolving Credit Facility. The Acquisition Credit Facility 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 July 29, 2000, none of the Company’s Domestic Restricted Subsidiaries was a Material Subsidiary, and therefore no Subsidiary Guaranty was in force or effect.

Subsequent Event

On August 29, 2000, Fenway Partners Capital Fund II, L.P., an affiliate of Holdings’ majority stockholder, Fenway, purchased Discount Notes with a face value of $7.3 million for $1.4 million. The purchase resulted in an income tax liability to Holdings of approximately $0.9 million, which is payable in October 2000. In order to mitigate any financial impact to Holdings, Fenway Partners Capital Fund II, L.P. has agreed to make an additional payment of approximately $0.9 million to Holdings to fund the income tax liability, concurrent with the payment of Holdings’ third quarter income tax installment.

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Amendments to the New Credit Facility

On February 26, 1999, the New Credit Facility was amended to (i) amend the definition of “EBITDA” for fiscal year 2000 for certain purposes of the New Credit Facility, (ii) add as a condition to drawing on the New Acquisition Credit Facility prior to April 2000 certain required interest coverage ratios and leverage ratios, (iii) amend required interest coverage ratios applicable to fiscal year 2000, and (iv) add to the financial covenants applicable to fiscal year 2000 certain required senior coverage ratios.

On June 23, 1999, the New Credit Facility was amended to (i) permit the use of up to $13,300,000 of the New Acquisition Credit Facility to repurchase Senior Subordinated Notes at or below par value; provided that no more than two-thirds of the purchase price of such Senior Subordinated Notes comes from borrowings under the New Acquisition Credit Facility; (ii) amend the definition of “Fixed Charge Coverage Ratio” to eliminate the tax effect of any permitted repurchases of the Senior Subordinated Notes; (iii) add as a permitted use of proceeds of the New Acquisition Credit Facility the permitted repurchases of the Senior Subordinated Notes; (iv) reduce the borrowing base availability under the New Revolving Credit Facility by $3,000,000 from the time the Company first borrows under the New Acquisition Credit Facility to repurchase Senior Subordinated Notes until the lenders consent to terminate such restriction on availability; (v) amend the required interest coverage ratios applicable to fiscal year 2000; and (vi) amend the required senior leverage ratios applicable to fiscal year 2000.

On March 17, 2000, the New Credit Facility was amended to (i) permit the use of up to $1,500,000 of the Acquisition Credit Facility to repurchase Discount Notes at or below par value; (ii) extend the right to purchase the Senior Subordinated Notes and the Discount Notes through August 31, 2000; (iii) amend the definition of “Fixed Charge Coverage Ratio” to eliminate the tax effect of any permitted repurchases of the Discount Notes; (iv) add as a permitted use of proceeds of the Acquisition Credit Facility the permitted repurchases of the Discount Notes; and (v) reinstate the borrowing base availability under the Revolving Credit Facility by $3,000,000.

Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (the “Statement”). As amended by FASB Statement No. 137, Deferral of the Effective Date of FASB Statement No. 133, the Statement is required to be adopted for all fiscal quarters in years beginning after June 15, 2000. The Statement permits early adoption as of the beginning of any fiscal quarter after its issuance. The Company expects to adopt the Statement effective with the first fiscal quarter of fiscal year 2002. The Statement will require the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If a derivative is a hedge, depending upon the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings. The Company does not anticipate that the adoption of this Statement will have a significant effect on its results of operations or financial position.

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In December 1999, the Staff of the Securities and Exchange Commission released Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition,” to provide guidance on the recognition, presentation and disclosure of revenues in financial statements. The Company’s revenue recognition practices are in conformity with SAB No. 101.

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 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.

There have been no material changes in the Company’s exposure to market risk since January 29, 2000.

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.

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(b) Reports on Form 8-K.

      No reports on Form 8-K were filed during the second quarter ended July 29, 2000.

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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.

Dated: September 11, 2000

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