<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark one)

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

                   For the quarterly period ended May 5, 2001

                                       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 000-21543



                        WILSONS THE LEATHER EXPERTS INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

                MINNESOTA                               41-1839933
                ---------                               ----------
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

           7401 BOONE AVE. N.
            BROOKLYN PARK, MN                             55428
            -----------------                             -----
 (Address of principal executive offices)               (Zip Code)

                                 (763) 391-4000
                                 --------------
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

As of June 12, 2001, there were 17,238,596 shares of common stock, $0.01 par
value per share, outstanding.

                                       1
<PAGE>

                        WILSONS THE LEATHER EXPERTS INC.
                                     INDEX

                                                                            PAGE
PART I - FINANCIAL INFORMATION

     Item 1.   Consolidated Financial Statements

               Consolidated Balance Sheets as of May 5, 2001,
               February 3, 2001, and April 29, 2000                            3

               Consolidated Statements of Operations for the
               three months ended May 5, 2001 and April 29, 2000               4

               Consolidated Statements of Cash Flows for the
               three months ended May 5, 2001 and April 29, 2000               5

               Notes to Consolidated Financial Statements                      6

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                             9

     Item 3.   Quanitative and Qualitative Disclosures About Market Risk      12


PART II - OTHER INFORMATION

     Item 2.   Changes in Securities                                          14

     Item 6.   Exhibits and Reports on Form 8-K                               14

     Signature                                                                16

     Index to Exhibits                                                        17

                                       2
<PAGE>

                WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                               ASSETS                       MAY 5,   FEBRUARY 3,   APRIL 29,
                               ------                        2001       2001 *       2000
                                                          ---------   ---------   ---------
                                                         (Unaudited)             (Unaudited)
<S>                                                       <C>         <C>         <C>
CURRENT ASSETS:
    Cash and cash equivalents                             $     602   $  52,122   $  71,647
    Accounts receivable, net                                 14,257      11,640       5,642
    Inventories                                             150,601     129,412      84,897
    Prepaid expenses                                         10,606      11,622       6,995
    Deferred income taxes                                        --          --         663
                                                          ---------   ---------   ---------
        Total current assets                                176,066     204,796     169,844

Property and equipment, net                                 100,666      82,428      54,970
Other assets, net                                            41,228      28,615       1,672
                                                          ---------   ---------   ---------
        Total assets                                      $ 317,960   $ 315,839   $ 226,486
                                                          =========   =========   =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
    Accounts payable                                      $  25,595   $  17,803   $  12,058
    Notes payable                                            28,140          --          --
    Accrued expenses                                         35,024      45,999      30,526
    Income taxes payable                                     19,680      38,025      18,934
    Deferred income taxes                                     1,864       2,305          --
                                                          ---------   ---------   ---------
        Total current liabilities                           110,303     104,132      61,518

Long-term debt                                               30,590      30,590      30,590
Other long-term liabilities                                   2,824       4,934       3,504
                                                          ---------   ---------   ---------
        Total liabilities                                   143,717     139,656      95,612
                                                          ---------   ---------   ---------

Commitments and contingencies

SHAREHOLDERS' EQUITY:
    Common stock, $.01 par value; 150,000,000 shares
      authorized, 17,028,271, 16,885,750 and 16,701,540
      shares issued and outstanding on May 5, 2001,
      February 3, 2001 and April 29, 2000, respectively         170         169         167
    Additional paid-in capital                               62,253      60,495      58,528
    Retained earnings                                       111,812     115,490      72,205
    Cumulative other comprehensive income (loss)                  8          29         (26)
                                                          ---------   ---------   ---------
        Total shareholders' equity                          174,243     176,183     130,874
                                                          ---------   ---------   ---------
        Total liabilities and shareholders' equity        $ 317,960   $ 315,839   $ 226,486
                                                          =========   =========   =========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

           * - Derived from audited consolidated financial statements.

                                       3
<PAGE>

                WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                         -----------------------
                                                           MAY 5,      APRIL 29,
                                                            2001         2000
                                                         ---------    ---------
<S>                                                      <C>          <C>
NET SALES                                                $ 117,477    $  90,308

COSTS AND EXPENSES:
      Cost of goods sold, buying and occupancy costs        81,467       60,194
      Selling, general and administrative expenses          37,046       29,845
      Depreciation and amortization                          4,332        2,003
                                                         ---------    ---------
          Loss from operations                              (5,368)      (1,734)
Interest (income) expense, net                                 762         (477)
                                                         ---------    ---------
          Loss before income taxes                          (6,130)      (1,257)
Income tax benefit                                          (2,452)        (503)
                                                         ---------    ---------
          Loss before extraordinary item                    (3,678)        (754)
Extraordinary loss on early extinguishment
      of debt, net of tax of $410 (Note 4)                      --         (623)
                                                         ---------    ---------
          Net loss                                       $  (3,678)   $  (1,377)
                                                         =========    =========


NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
      Loss before extraordinary item                     $   (0.22)   $   (0.05)
      Extraordinary loss on early extinguishment
          of debt, net of tax                                   --        (0.03)
                                                         ---------    ---------
      Net loss per common share - basic and diluted      $   (0.22)   $   (0.08)
                                                         =========    =========

Weighted average common shares
    outstanding - basic and diluted                         16,940       16,669
                                                         =========    =========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       4
<PAGE>

                WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                    ----------------------
                                                                      MAY 5,      APRIL 29,
                                                                       2001         2000
                                                                    ---------    ---------
<S>                                                                 <C>          <C>
OPERATING ACTIVITIES:
    Net loss                                                        $  (3,678)   $  (1,377)
    Adjustments to reconcile net loss to net cash used in
      operating activities-
        Extraordinary loss on early extinguishment of debt                 --          623
        Depreciation and amortization                                   4,489        2,113
        Deferred income taxes                                           2,024           --
        (Gain) loss on disposal of assets                                 206          (72)
        Changes in operating assets and liabilities:
              Accounts receivable, net                                   (948)       1,905
              Inventories                                              (3,895)      (5,676)
              Prepaid expenses                                           (652)       1,482
              Accounts payable and accrued expenses                   (16,878)     (15,977)
              Income taxes payable and other liabilities              (18,652)     (15,588)
                                                                    ---------    ---------
                 Net cash used in operating activities                (37,984)     (32,567)

INVESTING ACTIVITIES:
      Additions to property and equipment                              (8,684)      (7,378)
      Acquisitions                                                    (33,652)          --
      Additions to other noncurrent assets                               (412)          --
                                                                    ---------    ---------
                 Net cash used in investing activities                (42,748)      (7,378)

FINANCING ACTIVITIES:
      Change in notes payable                                          28,140           --
      Proceeds from issuance of common stock, net                       1,095          657
      Repayment of long-term debt                                          --      (13,300)
      Premium paid on debt extinguishment                                  --         (691)
      Other                                                               (23)          --
                                                                    ---------    ---------
                 Net cash provided (used) in financing activities      29,212      (13,334)
                                                                    ---------    ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS                             (51,520)     (53,279)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                         52,122      124,926
                                                                    ---------    ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                            $     602    $  71,647
                                                                    =========    =========

SUPPLEMENTAL CASH FLOW INFORMATION:
      Cash paid during the period for-
          Interest                                                  $   2,241    $   2,646
                                                                    =========    =========
          Income taxes                                              $  14,203    $  14,750
                                                                    =========    =========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       5
<PAGE>

                WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.       NATURE OF ORGANIZATION

         Wilsons The Leather Experts Inc. (Wilsons Leather), a Minnesota
corporation, is the leading specialty retailer of quality leather outerwear,
accessories, apparel and travel products in the United States. As of May 5,
2001, the Company operated 731 retail stores located in 46 states, the District
of Columbia, Guam, Puerto Rico, Canada and the United Kingdom, including 472
mall stores, 80 outlet stores and 35 airport locations under the Wilsons Leather
format and 144 premium travel products and accessories stores under the travel
store format. The Company supplemented permanent mall stores with 239 seasonal
stores during its peak selling season from October through December during the
year ended February 3, 2001.

2.       BASIS OF FINANCIAL STATEMENT PRESENTATION

         The consolidated financial statements include all accounts of Wilsons
Leather and its wholly owned subsidiaries. All material intercompany balances
and transactions between the entities have been eliminated in consolidation.

         The accompanying unaudited financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosure, normally included in
financial statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and
regulations. Although management believes that the accompanying disclosures are
adequate to make the information presented not misleading, it is recommended
that these interim financial statements be read in conjunction with the
Company's most recent audited financial statements and related notes included in
its 2000 Annual Report on Form 10-K. In the opinion of management, all
adjustments (which include normal recurring adjustments) necessary for a fair
presentation of the financial position, results of operations and cash flows for
the interim periods presented have been made. The Company's business is highly
seasonal, and accordingly, interim operating results are not necessarily
indicative of the results that may be expected for the fiscal year ending
February 2, 2002.

3.       INVENTORIES

         Inventories, principally finished goods, consist of merchandise
purchased from domestic and foreign vendors and are carried at the lower of cost
or market value, determined by the retail inventory method on the last-in,
first-out (LIFO) basis. Quarterly inventory determinations under LIFO are
partially based on assumptions as to inventory levels at the end of the fiscal
year, sales and the projected rate of inflation for the year. The difference in
inventories between LIFO and the first-in, first-out method (FIFO) was not
material as of May 5, 2001.

                                       6
<PAGE>

4.       EXTRAORDINARY LOSS

         The Company repurchased $13.3 million of its 11-1/4% senior notes,
which are due 2004, in the previous fiscal year. The Company incurred an
extraordinary loss, net of tax, of approximately $0.6 million for the early
extinguishment of debt.

5.       NET LOSS PER SHARE

         Basic loss per share is computed by dividing the net loss available to
common shareholders by the weighted average number of common shares outstanding
during the period. Diluted loss per share is computed using the treasury stock
method and is calculated to compute the dilutive effect of potential common
shares. A reconciliation of these amounts is as follows:

<TABLE>
<CAPTION>
                                                                   Three Months     Three Months
                                                                       Ended           Ended
                                                                    May 5, 2001    April 29, 2000
                                                                   ------------    --------------

<S>                                                                  <C>              <C>
     Net loss                                                        $(3,678)         $(1,377)
                                                                   ============    ==============

     Weighted average common shares outstanding - basic
                                                                      16,940           16,669
     Dilutive potential common shares                                    -               -
                                                                   ------------    --------------
     Weighted average common shares outstanding - basic and
       diluted                                                        16,940           16,669
                                                                   ============    ==============

     Basic and diluted net loss per common share                      $(0.22)         $(0.08)
                                                                   ============    ==============
</TABLE>

6.       ACQUISITIONS

         On October 31, 2000, the Company acquired all of the outstanding common
shares of El Portal Group, Inc. (El Portal), a specialty retailer of premium
travel products and accessories, for approximately $15.4 million excluding
assumed debt of approximately $13.8 million. The acquisition was funded with
cash from working capital and the Company's senior credit facility (as herein
defined). On April 13, 2001, the Company acquired all of the outstanding shares
of Bentley's Luggage Corp., (Bentley's) a specialty retailer of travel products
and accessories, for approximately $34.0 million, subject to certain
post-closing adjustments. The acquisition was funded with cash from working
capital and the Company's senior credit facility. The Company accounted for both
acquisitions under the purchase method of accounting. Accordingly, the purchase
prices were allocated to the assets acquired and liabilities assumed based on
their estimated fair market values at the date of acquisition. Certain of the
liabilities assumed have been recorded based upon preliminary estimates as of
the date of the acquisitions. The excess of the purchase prices over the fair
market value of the net assets acquired was allocated to goodwill. Results of
operations of El Portal and Bentley's have been included in the accompanying
consolidated financial statements since the date of acquisition.

                                       7
<PAGE>

         The following unaudited pro forma information presents the results of
operations as if the acquisitions had been completed as of January 30, 2000 (in
thousands, except per share amounts):

                                                  Three Months   Three Months
                                                     Ended           Ended
                                                     May 5,        April 29,
                                                      2001           2000
                                                  ------------   ------------

     Revenue                                        $135,726       $124,387
     Net loss before extraordinary item               (6,063)        (1,087)
     Net loss                                         (6,063)        (1,710)

     Net loss before extraordinary item per
       common share - basic and diluted             $  (0.36)      $  (0.07)
     Net loss per common share -
       basic and diluted                               (0.36)         (0.10)

     Weighted average common shares
       outstanding - common and diluted               16,940         16,669

The unaudited pro forma consolidated financial information does not purport to
represent what the Company's financial position or results of operations would
actually have been if these transactions had occurred at such dates or project
the Company's future results of operations.

7.       OTHER COMPREHENSIVE INCOME (LOSS)

         The company reports accumulated other comprehensive income as a
separate item in the shareholders' equity section of the balance sheet. Other
comprehensive income consists of foreign currency translation adjustments. For
the quarter ending May 5, 2001, there was other comprehensive loss of $21K. For
the quarter ending April 29, 2000, there was no comprehensive income (loss).

                                       8
<PAGE>

8.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

         Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended, becomes
effective for the years beginning after June 15, 2000. SFAS No 133 establishes
accounting and reporting standards requiring that every derivative instrument,
including certain derivative instruments embedded in other contracts, be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS No. 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge criteria are met. Special
accounting for qualifying hedges allow a derivative's gains or losses to offset
related results on the hedged item in the income statement and requires that a
company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. The Company's only derivative
instrument was an interest rate swap with First Union National Bank (First
Union). The Company adopted SFAS No. 133 on February 4, 2001 and this adoption
did not have a material effect on the Company's financial position or results of
operations or other comprehensive income.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

         The following discussion of the financial condition and results of
operations of Wilsons The Leather Experts Inc. and its wholly owned subsidiaries
(Wilsons Leather or the Company) should be read in conjunction with the
Company's most recent audited financial statements and related notes included in
its 2000 Annual Report on Form 10-K.

OVERVIEW

         We are the leading specialty retailer of high-quality leather
outerwear, apparel and accessories and the leading specialty retailer of travel
products and accessories in the United States. Our multiple store formats for
each of our concepts are designed to reach a broad customer base with a superior
level of customer service. Utilizing our integrated worldwide leather sourcing
network and in-house design capabilities, we are consistently able to provide
our customers high-quality, fashionable merchandise at attractive prices and
minimize fashion risk by reacting quickly to popular and emerging fashion trends
and customer preferences and rapidly replenishing fast-selling merchandise.

         At May 5, 2001, we operated a total of 731 stores located in 46 states,
the District of Columbia, Guam, Puerto Rico, Canada and the United Kingdom. Our
Wilsons Leather concept included 472 mall stores, 80 outlet stores and 35
airport locations. Each year we supplement our permanent stores with temporary
holiday stores during our peak holiday season, which totaled 239 in 2000. Our
Wilsons Leather mall stores average approximately 2,100 square feet and feature
a large assortment of both classic and fashion-forward leather outerwear,
apparel and accessories priced as an excellent value to our customers. Our
outlet stores are operated primarily under the Wilsons Leather Outlet name,
average approximately 2,400 square feet, and offer a combination of
clearance-priced merchandise from our mall stores, special outlet-only
merchandise and key in-season goods. Our airport stores average approximately
600 square feet, feature travel products as well as leather accessories, and
provide us the opportunity to showcase our products and the Wilsons Leather
brand to millions of potential customers each year in some of the world's
busiest

                                       9
<PAGE>

airports. Our proprietary labels, including M. Julian(R), Maxima(R), Pelle
Studio(R) and Wilsons Leather(TM), are positioned to appeal to identified
customer lifestyle segments.

         Through our recent acquisitions of Bentley's and El Portal, we created
the leading specialty retail chain of travel products and accessories in the
United States. At May 5, 2001, we operated 38 premium travel products and
accessories stores under the El Portal and California Luggage Outlet names in 5
states and Guam and 106 Bentley's stores in 22 states and Puerto Rico. Our
travel stores average approximately 2,700 square feet and feature premium
nationally-branded merchandise, including Tumi(TM), Hartmann(TM), Swiss
Army(TM), Travlepro(R) and Kenneth Cole(R).

         Wilsons House of Suede, Inc., one of the predecessor companies, was
founded in the late 1940s and was acquired by CVS New York, Inc. (CVS) in 1982.
Following this acquisition, CVS acquired both Berman's The Leather Experts, Inc.
in 1988 and Georgetown Leather Design in 1993 to become a leading specialty
retailer of leather apparel and accessories with over 500 stores nationally. In
May 1996, members of our current management participated in a management buyout
from CVS.


RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 5, 2001 COMPARED TO THE
THREE MONTHS ENDED APRIL 29, 2000

         Net sales increased 30.1% to $117.5 million in 2001 from $90.3 million
in 2000. Contributing to the $27.2 million sales increase were (i) a $1.7
million, or 2.1%, comparable store sales increase due mainly to increased sales
in outlet and mall stores, and (ii) a $25.5 million increase in non-comparable
store sales due to stores that have been open less than one year.

         Wilsons Leather opened 23 stores, acquired 106 stores with the
acquisition of Bentley's, and closed nine stores in the first quarter ended May
5, 2001, compared to opening nine stores and closing two stores during the first
quarter last year. Included in the 23 stores opened in the first quarter of 2001
are nine mall and ten outlet stores. As of May 5, 2001, Wilsons Leather operated
731 stores compared to 536 stores at April 29, 2000.

         Cost of goods sold, buying and occupancy costs for the first quarter of
2001 were 69.3% of net sales, or $81.5 million, compared to 66.7% of sales, or
$60.2 million, for the same period a year ago. The increase of 2.6 points as a
percentage of net sales is related to a decrease in gross margin net of
occupancy and buying costs. Gross margin net of occupancy and buying costs
decreased for the quarter as compared to last year due primarily to decreased
sales of higher margin fashion merchandise and higher markdowns as a result of
higher levels of clearance merchandise at the beginning of the quarter. The
Company's inventories are valued under the retail inventory method on the LIFO
basis. The difference in inventories between LIFO and the FIFO method was not
material as of May 5, 2001 and April 29, 2000.

         Selling, general and administrative expenses for the first quarter of
2001 were 31.5% of net sales, or $37.0 million, compared to 33.0% of net sales,
or $29.8 million, for the same period last year. The increase of $7.2 million
was due mainly to payroll expense associated with the operation of an additional
195 stores as of May 5, 2001 as compared to last year.

         Depreciation and amortization expense increased to $4.3 million from
$2.0 million last year, and increased as a percentage of net sales to 3.7% from
2.2%. The increase in depreciation and

                                       10
<PAGE>

amortization resulted primarily from capital expenditures for a new
point-of-sale system, new store construction and the renovation of existing
stores.

         Net interest (income) expense was $0.8 million for the first quarter of
2001 as compared to $(0.5) million during the same period last year.

         During the first quarter last year, the Company repurchased $13.3
million of its 11-1/4% senior notes, which are due 2004. As a result of the
repurchase last year, the Company incurred an extraordinary loss, net of tax, of
approximately $0.6 million for the early extinguishment of debt.

LIQUIDITY AND CAPITAL RESOURCES

         Wilsons Leather's capital requirements are primarily driven by the
Company's seasonal working capital needs and its strategy to open new stores,
remodel existing stores and upgrade information systems. During the first
quarter of 2001 the Company opened 14 stores net of closings and acquired 106
stores as a result of acquiring Bentley's. The Company anticipates it will open
approximately 65 additional stores, net of closings, by the end of the fiscal
year. The Company's peak working capital needs typically occur during the period
from August through early December as inventory levels are increased in advance
of the Company's peak selling season from October through December.

         General Electric Capital Corporation and a syndicate of banks have
provided the Company with a senior credit facility. The senior credit facility
provides for borrowings up to $165.0 million in aggregate principal amount,
which includes a letter of credit subfacility of $85.0 million. The maximum
amount available under the senior credit facility is limited to 60% of net
inventories (which increases to 65% during the months of September and October
for inventories of the type that we sold before the acquisitions of El Portal
and Bentley's plus a $7.5 million seasonal advance) less outstanding letters of
credit.

         Interest is payable on borrowings at one or more variable rates
determined by LIBOR plus 1.25%, commercial paper rate plus 1.25% or the "prime"
rate. The spreads are subject to change based on the Company's financial
results. As of May 5, 2001, the Company had $28.1 million in borrowings under
the senior credit facility and $20.2 million in outstanding letters of credit.
The Company pays monthly fees on the unused portion of the senior credit
facility and on the average daily amount of letters of credit outstanding during
each month. The senior credit facility expires in May 2004.

         The senior credit facility contains certain covenants limiting, among
other things, the Company's ability to make capital expenditures, pay cash
dividends or make other distributions.

         The Company plans to use the senior credit facility for its immediate
and future working capital needs, including capital expenditures. For 2000, the
peak borrowings and letters of credit outstanding under the senior credit
facility were $128.8 million and $57.2 million, respectively. The peak time of
year is October through December for borrowings and August through September for
letters of credit. The Company is dependent on the senior credit facility to
fund working capital and letter of credit needs. We are also currently
evaluating opportunuties to access the capital markets to replenish working
capital depleted in previous acquisitions, as well as finance our other capital
needs.

                                       11
<PAGE>

         On February 3, 2001, the Company had $30.6 million of 11-1/4% senior
notes outstanding. As of May 5, 2001, the Company had not reduced this
outstanding balance. The indenture governing the 11-1/4% senior notes contains
numerous operating covenants that limit the discretion of management with
respect to certain business matters and place significant restrictions on, among
other things, our ability to incur additional indebtedness, to create liens or
other encumbrances, to declare or pay any dividends, to make certain payments or
investments, loans and guarantees and to sell or otherwise dispose of assets and
merge or consolidate with another entity.

         We entered into a $40.0 million interest rate swap transaction on July
7, 1999 with First Union whereby First Union pays the Company interest at a
fixed rate of 11.25% and the Company pays First Union interest at a commercial
paper rate plus 5.37% (9.75% at May 5, 2001). The agreement terminates on August
15, 2001. As of May 5, 2001 the transaction had not had a material impact on the
Company's financial position or results of operations.

CASH FLOW ANALYSIS

         Operating activities for the three months ended May 5, 2001, resulted
in cash used of $38.0 million compared to cash used of $32.6 million in the
corresponding period of 2000. The cash used was primarily the result of the
seasonal changes in the Company's current assets and liabilities. The increase
in cash used compared to last year is due primarily to decreases in accounts
payable, income taxes payable and other accrued expenses.

         Changes in certain balance sheet accounts between February 3, 2001, and
May 5, 2001, reflect normal seasonal variations within the retail industry. The
level of cash and cash equivalents, inventories, accounts receivable, accounts
payable and certain accrued liabilities fluctuate due to the seasonal nature of
the working capital needs of the Company's operations.

         Investing activities for the three months ended May 5, 2001 totaled
$42.7 million and were primarily comprised of capital expenditures for the
renovations of and improvements to existing stores, construction of new stores,
and the acquisition of Bentley's. Investing activities for the three months
ended April 29, 2000 totaled $7.4 million and were primarily comprised of
capital expenditures for a new point-of-sale system, the renovation of and
improvements to existing stores and construction of new stores.

         Financing activities for the three months ended May 5, 2001 provided
net cash of $29.2 million, mainly for the acquisition of Bentley's. For the
three months ended April 29, 2000, $13.3 million of net cash was used, primarily
for the repurchase 11-1/4% senior notes.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's exposure to market risks for changes in interest rates
relates primarily to the Company's short-term investments, short-term
borrowings, long-term debt obligations and interest rate swap agreement. The
Company does not use derivative financial instruments in its available for sale
securities. The Company is averse to principal loss and ensures the safety and
preservation of its investments by limiting default risk and market risk.

                                       12
<PAGE>

         The Company mitigates default risk by investing in high credit quality
securities. Market risk is limited by including only securities with active
markets in our portfolio. All short-term investments mature within one year.

         At May 5, 2001, Wilsons Leather had cash and cash equivalents totaling
$0.6 million. The effect of a 100 basis point change in interest rates would
have an estimated $0.1 million pre-tax earnings and cash flow impact, assuming
other variables are held constant.

         The Company's senior credit facility carries interest rate risk that is
generally related to either LIBOR, commercial paper rate or the prime rate. If
either of those rates were to change while Wilsons Leather was borrowing under
the facility, interest expense would increase or decrease accordingly. As of May
5, 2001, there were $28.1 million in borrowings under the senior credit facility
and $20.2 million in outstanding letters of credit.

         The Company has no earnings or cash flow exposure due to market risks
on its long-term debt obligations as a result of the fixed-rate nature of the
debt. However, interest rate changes would affect the fair market value of the
debt. At May 5, 2001, Wilsons Leather had fixed rate debt of $30.6 million
maturing in August 2004.

         We entered into a $40.0 million interest rate swap transaction whereby
First Union pays the Company interest at a fixed rate of 11.25%, and the Company
pays First Union interest at a commercial paper rate plus 5.37% (9.75% at May 5,
2001). The agreement terminates on August 15, 2001. The effect of a 100 basis
point change in interest rates would have an estimated $0.2 million pre-tax
earnings and cash flow impact, assuming other variables are held constant.


                          ----------------------------

         Except for historical information, matters discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements involve risks and uncertainties, and actual results
may be materially different. Because actual results may differ, readers are
cautioned not to place undue reliance on forward-looking statements. Factors
that could cause actual results to differ include: economic downturns; risks
associated with future growth; risks associated with acquisitions; change in
consumer preferences and fashion trends away from leather; seasonality of the
business; risks associated with foreign sourcing and international business;
disruptions in product supplies to our travel stores; decreased availability and
increased cost of leather; changes in customer shopping patterns, competition in
our markets; loss of key members of our management team; risks associated with
our debt service; reliance on third parties for maintaining our management
information systems; concentration of our common stock; and volatility of the
Company common stock. Certain of these risk factors are more fully discussed in
the Company's Annual Report on Form 10-K for the fiscal year ended February 3,
2001.

                                       13
<PAGE>

PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

         See "Management's Discussion and Analysis of Financial Condition and
         Results of Operations - Liquidity and Capital Resources" in Part I.,
         Item 2., of the document for a description of limitations upon the
         payment of dividends.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A.       Exhibits

                  EXHIBIT  DESCRIPTION
                  -------  -----------

                  3.1      Amended and Restated Articles of Incorporation or
                           Wilsons The Leather Experts Inc. adopted June 16,
                           1998 as amended by the Articles of Amendment dated
                           February 17, 2000.

                  3.2      Restated Bylaws of Wilsons The Leather Experts Inc.
                           as amended June 16, 1998 and January 25, 2000.

                  4.1      Specimen of Common Stock Certificate.

                  4.2      Indenture dated as of August 18, 1997 by and among
                           Wilsons The Leather Experts Inc., the other
                           corporations listed on the signature pages thereof,
                           and Norwest Bank Minnesota, National Association,
                           including specimen Certificate of 11 1/4% Series A
                           Senior Notes due 2004 and specimen Certificate of 11
                           1/4% Series B Senior Notes due 2004.

                  4.3      Purchase Agreement dated as of August 14, 1997 by and
                           among Wilsons The Leather Experts Inc., the
                           Subsidiary Guarantors party thereto and BancAmerica
                           Securities, Inc.

                  4.4      Registration Rights Agreement dated as of May 25,
                           1996 by and among CVS New York, Inc., Wilsons The
                           Leather Experts Inc., the Managers listed on the
                           signature pages thereto, Leather Investors Limited
                           Partnership I and the Partners listed on the
                           signature pages thereto.

                  4.5      Amendment to Registration Rights Agreement dated as
                           of August 12, 1999 by and among Wilsons The Leather
                           Experts Inc. and the Shareholders listed on the
                           attachments thereto.

                                       14
<PAGE>

                  10.1     Joinder Agreement dated as of April 13, 2001 among
                           Bentley's Luggage Corp., Florida Luggage Corp. and
                           General Electric Capital Corporation.

                  10.2     Pledge Amendment dated as of April 13, 2001 by WWT,
                           Inc.

                  10.3     Pledge Agreement dated as of April 13, 2001 by
                           Bentley's Luggage Corp.

                  10.4     Reaffirmation of Guaranty dated as of April 13, 2001,
                           by Wilsons The Leather Experts Inc., Wilsons Center,
                           Inc., Rosedale Wilsons, Inc., River Hills Wilsons,
                           Inc. and the Store Guarantors listed on the signature
                           pages thereto in favor of General Electric Capital
                           Corporation.


         B.       Exhibits and Reports on Form 8-K: The Company filed one report
                  on Form 8-K during the first quarter ended May 5, 2001, as
                  follows:

                  Form 8-K filed April 19, 2001, announcing the acquisition of
                  Bentley's Luggage Corp. and filing as exhibits the Agreement
                  and Plan of Merger, dated as of April 6, 2001, and the Letter
                  Agreement dated April 13, 2001 by and among WWT, Inc., Wilsons
                  Acquisition Corporation, Bentley's Luggage Corp., the
                  Shareholders of Bentley's Luggage Corp. and Bain Capital Inc.

                                       15
<PAGE>

                                    SIGNATURE

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.



WILSONS THE LEATHER EXPERTS INC.


By: /s/ Peter G. Michielutti
    -------------------------------------------------
         Peter G. Michielutti
         Senior Vice President and
         Chief Financial Officer


Date: June 19, 2001

                                       16
<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S>                  <C>                                                           <C>
Exhibit No.          Description                                                   Method of Filing
-----------          -----------                                                   ----------------

3.1                  Amended and Restated  Articles of  Incorporation  or Wilsons  Incorporated by Reference
                     The Leather  Experts  Inc.  adopted June 16, 1998 as amended
                     by the Articles of Amendment dated February 17, 2000. (1)

3.2                  Restated Bylaws of Wilsons The Leather Experts Inc. as        Incorporated by Reference
                     amended June 16, 1998 and January 25, 2000. (1)

4.1                  Specimen of Common Stock Certificate. (2)                     Incorporated by Reference

4.2                  Indenture dated as of August 18, 1997 by and among            Incorporated by Reference
                     Wilsons The Leather Experts Inc., the other corporations
                     listed on the signature pages thereof, and Norwest Bank
                     Minnesota, National Association, including specimen
                     Certificate of 11 1/4% Series A Senior Notes due 2004 and
                     specimen Certificate of 11 1/4% Series B Senior Notes due
                     2004. (3)

4.3                  Purchase  Agreement dated as of August 14, 1997 by and among  Incorporated by Reference
                     Wilsons The Leather Experts Inc., the Subsidiary  Guarantors
                     party thereto and BancAmerica Securities, Inc. (4)

4.4                  Registration Rights Agreement dated as of May 25, 1996 by     Incorporated by Reference
                     and among CVS New York, Inc., Wilsons The Leather Experts
                     Inc., the Managers listed on the signature pages thereto,
                     Leather Investors Limited Partnership I and the Partners
                     listed on the signature pages thereto. (5)

4.5                  Amendment to Registration Rights Agreement dated as of        Incorporated by Reference
                     August 12, 1999 by and among Wilsons The Leather Experts
                     Inc. and the Shareholders listed on the attachments
                     thereto. (6)

10.1                 Joinder Agreement dated as of April 13, 2001 among            Electronic Transmission
                     Bentley's Luggage Corp., Florida Luggage Corp. and General
                     Electric Capital Corporation.
</TABLE>

                                       17
<PAGE>

<TABLE>
<CAPTION>
<S>                  <C>                                                           <C>
10.2                 Pledge Amendment dated as of April 13, 2001 by WWT, Inc.      Electronic Transmission

10.3                 Pledge Agreement dated as of April 13, 2001 by Bentley's      Electronic Transmission
                     Luggage Corp.

10.4                 Reaffirmation of Guaranty dated as of April 13, 2001, by      Electronic Transmission
                     Wilsons The Leather Experts Inc., Wilsons Center, Inc.,
                     Rosedale Wilsons, Inc., River Hills Wilsons, Inc. and the
                     Store Guarantors listed on the signature pages thereto in
                     favor of General Electric Capital Corporation.
</TABLE>


(1)      Incorporated by reference to the same numbered exhibit to the Company's
         Report on Form 10-K for the fiscal year ended January 29, 2000 filed
         with the Commission.

(2)      Incorporated by reference to the same numbered exhibit to Amendment No.
         1 to the Company's Registration Statement on Form S-1 (333-13967) filed
         with the Commission on December 24, 1996.

(3)      Incorporated by reference to Exhibit 10.3 to the Company's Report on
         Form 10-Q for the quarter ended August 2, 1997 filed with the
         Commission.

(4)      Incorporated by reference to Exhibit 10.4 to the Company's Report on
         Form 10-Q for the quarter ended August 2, 1997 filed with the
         Commission.

(5)      Incorporated by reference to Exhibit 4.8 to the Company's Registration
         Statement on Form S-1 (333-13967) filed with the Commission on October
         11, 1996.

                                       18
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{"company-data": {"conformed-name": "WILSONS THE LEATHER EXPERTS INC", "cik": "0001016607", "assigned-sic": "5651", "irs-number": "411839933", "state-of-incorporation": "MN", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "333-13967", "film-number": "1663535"}, "business-address": {"street1": "7401 BOONE AVENUE NORTH", "street2": "ST LOUIS PARK", "city": "BROOKLYN PARK", "state": "MN", "zip": "55428", "phone": "6123914000"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark one)

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

                   For the quarterly period ended May 5, 2001

                                       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 000-21543

                        WILSONS THE LEATHER EXPERTS INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

                MINNESOTA                               41-1839933
                ---------                               ----------
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

           7401 BOONE AVE. N.
            BROOKLYN PARK, MN                             55428
            -----------------                             -----
 (Address of principal executive offices)               (Zip Code)

                                 (763) 391-4000
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

As of June 12, 2001, there were 17,238,596 shares of common stock, $0.01 par
value per share, outstanding.

                                       1
WILSONS THE LEATHER EXPERTS INC.
                                     INDEX

                                                                            PAGE
PART I - FINANCIAL INFORMATION

     Item 1.   Consolidated Financial Statements

               Consolidated Balance Sheets as of May 5, 2001,
               February 3, 2001, and April 29, 2000                            3

               Consolidated Statements of Operations for the
               three months ended May 5, 2001 and April 29, 2000               4

               Consolidated Statements of Cash Flows for the
               three months ended May 5, 2001 and April 29, 2000               5

               Notes to Consolidated Financial Statements                      6

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                             9

     Item 3.   Quanitative and Qualitative Disclosures About Market Risk      12

PART II - OTHER INFORMATION

     Item 2.   Changes in Securities                                          14

     Item 6.   Exhibits and Reports on Form 8-K                               14

     Signature                                                                16

     Index to Exhibits                                                        17

                                       2
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS                       MAY 5,   FEBRUARY 3,   APRIL 29,
                               ------                        2001       2001 *       2000
                                                          ---------   ---------   ---------
                                                         (Unaudited)             (Unaudited)
CURRENT ASSETS:
    Cash and cash equivalents                             $     602   $  52,122   $  71,647
    Accounts receivable, net                                 14,257      11,640       5,642
    Inventories                                             150,601     129,412      84,897
    Prepaid expenses                                         10,606      11,622       6,995
    Deferred income taxes                                        --          --         663
                                                          ---------   ---------   ---------
        Total current assets                                176,066     204,796     169,844

Property and equipment, net                                 100,666      82,428      54,970
Other assets, net                                            41,228      28,615       1,672
                                                          ---------   ---------   ---------
        Total assets                                      $ 317,960   $ 315,839   $ 226,486
                                                          =========   =========   =========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES:
    Accounts payable                                      $  25,595   $  17,803   $  12,058
    Notes payable                                            28,140          --          --
    Accrued expenses                                         35,024      45,999      30,526
    Income taxes payable                                     19,680      38,025      18,934
    Deferred income taxes                                     1,864       2,305          --
                                                          ---------   ---------   ---------
        Total current liabilities                           110,303     104,132      61,518

Long-term debt                                               30,590      30,590      30,590
Other long-term liabilities                                   2,824       4,934       3,504
                                                          ---------   ---------   ---------
        Total liabilities                                   143,717     139,656      95,612
                                                          ---------   ---------   ---------

Commitments and contingencies

SHAREHOLDERS' EQUITY:
    Common stock, $.01 par value; 150,000,000 shares
      authorized, 17,028,271, 16,885,750 and 16,701,540
      shares issued and outstanding on May 5, 2001,
      February 3, 2001 and April 29, 2000, respectively         170         169         167
    Additional paid-in capital                               62,253      60,495      58,528
    Retained earnings                                       111,812     115,490      72,205
    Cumulative other comprehensive income (loss)                  8          29         (26)
                                                          ---------   ---------   ---------
        Total shareholders' equity                          174,243     176,183     130,874
                                                          ---------   ---------   ---------
        Total liabilities and shareholders' equity        $ 317,960   $ 315,839   $ 226,486
                                                          =========   =========   =========
The accompanying notes are an integral part of these
                       consolidated financial statements.

           * - Derived from audited consolidated financial statements.

                                       3
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)
THREE MONTHS ENDED
                                                         -----------------------
                                                           MAY 5,      APRIL 29,
                                                            2001         2000
                                                         ---------    ---------
NET SALES                                                $ 117,477    $  90,308

COSTS AND EXPENSES:
      Cost of goods sold, buying and occupancy costs        81,467       60,194
      Selling, general and administrative expenses          37,046       29,845
      Depreciation and amortization                          4,332        2,003
                                                         ---------    ---------
          Loss from operations                              (5,368)      (1,734)
Interest (income) expense, net                                 762         (477)
                                                         ---------    ---------
          Loss before income taxes                          (6,130)      (1,257)
Income tax benefit                                          (2,452)        (503)
                                                         ---------    ---------
          Loss before extraordinary item                    (3,678)        (754)
Extraordinary loss on early extinguishment
      of debt, net of tax of $410 (Note 4)                      --         (623)
                                                         ---------    ---------
          Net loss                                       $  (3,678)   $  (1,377)
                                                         =========    =========

NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
      Loss before extraordinary item                     $   (0.22)   $   (0.05)
      Extraordinary loss on early extinguishment
          of debt, net of tax                                   --        (0.03)
                                                         ---------    ---------
      Net loss per common share - basic and diluted      $   (0.22)   $   (0.08)
                                                         =========    =========

Weighted average common shares
    outstanding - basic and diluted                         16,940       16,669
                                                         =========    =========
The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       4
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
THREE MONTHS ENDED
                                                                    ----------------------
                                                                      MAY 5,      APRIL 29,
                                                                       2001         2000
                                                                    ---------    ---------
OPERATING ACTIVITIES:
    Net loss                                                        $  (3,678)   $  (1,377)
    Adjustments to reconcile net loss to net cash used in
      operating activities-
        Extraordinary loss on early extinguishment of debt                 --          623
        Depreciation and amortization                                   4,489        2,113
        Deferred income taxes                                           2,024           --
        (Gain) loss on disposal of assets                                 206          (72)
        Changes in operating assets and liabilities:
              Accounts receivable, net                                   (948)       1,905
              Inventories                                              (3,895)      (5,676)
              Prepaid expenses                                           (652)       1,482
              Accounts payable and accrued expenses                   (16,878)     (15,977)
              Income taxes payable and other liabilities              (18,652)     (15,588)
                                                                    ---------    ---------
                 Net cash used in operating activities                (37,984)     (32,567)

INVESTING ACTIVITIES:
      Additions to property and equipment                              (8,684)      (7,378)
      Acquisitions                                                    (33,652)          --
      Additions to other noncurrent assets                               (412)          --
                                                                    ---------    ---------
                 Net cash used in investing activities                (42,748)      (7,378)

FINANCING ACTIVITIES:
      Change in notes payable                                          28,140           --
      Proceeds from issuance of common stock, net                       1,095          657
      Repayment of long-term debt                                          --      (13,300)
      Premium paid on debt extinguishment                                  --         (691)
      Other                                                               (23)          --
                                                                    ---------    ---------
                 Net cash provided (used) in financing activities      29,212      (13,334)
                                                                    ---------    ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS                             (51,520)     (53,279)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                         52,122      124,926
                                                                    ---------    ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                            $     602    $  71,647
                                                                    =========    =========

SUPPLEMENTAL CASH FLOW INFORMATION:
      Cash paid during the period for-
          Interest                                                  $   2,241    $   2,646
                                                                    =========    =========
          Income taxes                                              $  14,203    $  14,750
                                                                    =========    =========
The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       5
WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       NATURE OF ORGANIZATION

         Wilsons The Leather Experts Inc. (Wilsons Leather), a Minnesota
corporation, is the leading specialty retailer of quality leather outerwear,
accessories, apparel and travel products in the United States. As of May 5,
2001, the Company operated 731 retail stores located in 46 states, the District
of Columbia, Guam, Puerto Rico, Canada and the United Kingdom, including 472
mall stores, 80 outlet stores and 35 airport locations under the Wilsons Leather
format and 144 premium travel products and accessories stores under the travel
store format. The Company supplemented permanent mall stores with 239 seasonal
stores during its peak selling season from October through December during the
year ended February 3, 2001.

2.       BASIS OF FINANCIAL STATEMENT PRESENTATION

         The consolidated financial statements include all accounts of Wilsons
Leather and its wholly owned subsidiaries. All material intercompany balances
and transactions between the entities have been eliminated in consolidation.

         The accompanying unaudited financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosure, normally included in
financial statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and
regulations. Although management believes that the accompanying disclosures are
adequate to make the information presented not misleading, it is recommended
that these interim financial statements be read in conjunction with the
Company's most recent audited financial statements and related notes included in
its 2000 Annual Report on Form 10-K. In the opinion of management, all
adjustments (which include normal recurring adjustments) necessary for a fair
presentation of the financial position, results of operations and cash flows for
the interim periods presented have been made. The Company's business is highly
seasonal, and accordingly, interim operating results are not necessarily
indicative of the results that may be expected for the fiscal year ending
February 2, 2002.

3.       INVENTORIES

         Inventories, principally finished goods, consist of merchandise
purchased from domestic and foreign vendors and are carried at the lower of cost
or market value, determined by the retail inventory method on the last-in,
first-out (LIFO) basis. Quarterly inventory determinations under LIFO are
partially based on assumptions as to inventory levels at the end of the fiscal
year, sales and the projected rate of inflation for the year. The difference in
inventories between LIFO and the first-in, first-out method (FIFO) was not
material as of May 5, 2001.

                                       6
4.       EXTRAORDINARY LOSS

         The Company repurchased $13.3 million of its 11-1/4% senior notes,
which are due 2004, in the previous fiscal year. The Company incurred an
extraordinary loss, net of tax, of approximately $0.6 million for the early
extinguishment of debt.

5.       NET LOSS PER SHARE

         Basic loss per share is computed by dividing the net loss available to
common shareholders by the weighted average number of common shares outstanding
during the period. Diluted loss per share is computed using the treasury stock
method and is calculated to compute the dilutive effect of potential common
shares. A reconciliation of these amounts is as follows:
Three Months     Three Months
                                                                       Ended           Ended
                                                                    May 5, 2001    April 29, 2000
                                                                   ------------    --------------
Net loss                                                        $(3,678)         $(1,377)
                                                                   ============    ==============

     Weighted average common shares outstanding - basic
                                                                      16,940           16,669
     Dilutive potential common shares                                    -               -
                                                                   ------------    --------------
     Weighted average common shares outstanding - basic and
       diluted                                                        16,940           16,669
                                                                   ============    ==============

     Basic and diluted net loss per common share                      $(0.22)         $(0.08)
                                                                   ============    ==============
6.       ACQUISITIONS

         On October 31, 2000, the Company acquired all of the outstanding common
shares of El Portal Group, Inc. (El Portal), a specialty retailer of premium
travel products and accessories, for approximately $15.4 million excluding
assumed debt of approximately $13.8 million. The acquisition was funded with
cash from working capital and the Company's senior credit facility (as herein
defined). On April 13, 2001, the Company acquired all of the outstanding shares
of Bentley's Luggage Corp., (Bentley's) a specialty retailer of travel products
and accessories, for approximately $34.0 million, subject to certain
post-closing adjustments. The acquisition was funded with cash from working
capital and the Company's senior credit facility. The Company accounted for both
acquisitions under the purchase method of accounting. Accordingly, the purchase
prices were allocated to the assets acquired and liabilities assumed based on
their estimated fair market values at the date of acquisition. Certain of the
liabilities assumed have been recorded based upon preliminary estimates as of
the date of the acquisitions. The excess of the purchase prices over the fair
market value of the net assets acquired was allocated to goodwill. Results of
operations of El Portal and Bentley's have been included in the accompanying
consolidated financial statements since the date of acquisition.

                                       7
The following unaudited pro forma information presents the results of
operations as if the acquisitions had been completed as of January 30, 2000 (in
thousands, except per share amounts):

                                                  Three Months   Three Months
                                                     Ended           Ended
                                                     May 5,        April 29,
                                                      2001           2000
                                                  ------------   ------------

     Revenue                                        $135,726       $124,387
     Net loss before extraordinary item               (6,063)        (1,087)
     Net loss                                         (6,063)        (1,710)

     Net loss before extraordinary item per
       common share - basic and diluted             $  (0.36)      $  (0.07)
     Net loss per common share -
       basic and diluted                               (0.36)         (0.10)

     Weighted average common shares
       outstanding - common and diluted               16,940         16,669

The unaudited pro forma consolidated financial information does not purport to
represent what the Company's financial position or results of operations would
actually have been if these transactions had occurred at such dates or project
the Company's future results of operations.

7.       OTHER COMPREHENSIVE INCOME (LOSS)

         The company reports accumulated other comprehensive income as a
separate item in the shareholders' equity section of the balance sheet. Other
comprehensive income consists of foreign currency translation adjustments. For
the quarter ending May 5, 2001, there was other comprehensive loss of $21K. For
the quarter ending April 29, 2000, there was no comprehensive income (loss).

                                       8
8.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

         Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended, becomes
effective for the years beginning after June 15, 2000. SFAS No 133 establishes
accounting and reporting standards requiring that every derivative instrument,
including certain derivative instruments embedded in other contracts, be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS No. 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge criteria are met. Special
accounting for qualifying hedges allow a derivative's gains or losses to offset
related results on the hedged item in the income statement and requires that a
company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. The Company's only derivative
instrument was an interest rate swap with First Union National Bank (First
Union). The Company adopted SFAS No. 133 on February 4, 2001 and this adoption
did not have a material effect on the Company's financial position or results of
operations or other comprehensive income.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

         The following discussion of the financial condition and results of
operations of Wilsons The Leather Experts Inc. and its wholly owned subsidiaries
(Wilsons Leather or the Company) should be read in conjunction with the
Company's most recent audited financial statements and related notes included in
its 2000 Annual Report on Form 10-K.

OVERVIEW

         We are the leading specialty retailer of high-quality leather
outerwear, apparel and accessories and the leading specialty retailer of travel
products and accessories in the United States. Our multiple store formats for
each of our concepts are designed to reach a broad customer base with a superior
level of customer service. Utilizing our integrated worldwide leather sourcing
network and in-house design capabilities, we are consistently able to provide
our customers high-quality, fashionable merchandise at attractive prices and
minimize fashion risk by reacting quickly to popular and emerging fashion trends
and customer preferences and rapidly replenishing fast-selling merchandise.

         At May 5, 2001, we operated a total of 731 stores located in 46 states,
the District of Columbia, Guam, Puerto Rico, Canada and the United Kingdom. Our
Wilsons Leather concept included 472 mall stores, 80 outlet stores and 35
airport locations. Each year we supplement our permanent stores with temporary
holiday stores during our peak holiday season, which totaled 239 in 2000. Our
Wilsons Leather mall stores average approximately 2,100 square feet and feature
a large assortment of both classic and fashion-forward leather outerwear,
apparel and accessories priced as an excellent value to our customers. Our
outlet stores are operated primarily under the Wilsons Leather Outlet name,
average approximately 2,400 square feet, and offer a combination of
clearance-priced merchandise from our mall stores, special outlet-only
merchandise and key in-season goods. Our airport stores average approximately
600 square feet, feature travel products as well as leather accessories, and
provide us the opportunity to showcase our products and the Wilsons Leather
brand to millions of potential customers each year in some of the world's
busiest

                                       9
airports. Our proprietary labels, including M. Julian(R), Maxima(R), Pelle
Studio(R) and Wilsons Leather(TM), are positioned to appeal to identified
customer lifestyle segments.

         Through our recent acquisitions of Bentley's and El Portal, we created
the leading specialty retail chain of travel products and accessories in the
United States. At May 5, 2001, we operated 38 premium travel products and
accessories stores under the El Portal and California Luggage Outlet names in 5
states and Guam and 106 Bentley's stores in 22 states and Puerto Rico. Our
travel stores average approximately 2,700 square feet and feature premium
nationally-branded merchandise, including Tumi(TM), Hartmann(TM), Swiss
Army(TM), Travlepro(R) and Kenneth Cole(R).

         Wilsons House of Suede, Inc., one of the predecessor companies, was
founded in the late 1940s and was acquired by CVS New York, Inc. (CVS) in 1982.
Following this acquisition, CVS acquired both Berman's The Leather Experts, Inc.
in 1988 and Georgetown Leather Design in 1993 to become a leading specialty
retailer of leather apparel and accessories with over 500 stores nationally. In
May 1996, members of our current management participated in a management buyout
from CVS.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 5, 2001 COMPARED TO THE
THREE MONTHS ENDED APRIL 29, 2000

         Net sales increased 30.1% to $117.5 million in 2001 from $90.3 million
in 2000. Contributing to the $27.2 million sales increase were (i) a $1.7
million, or 2.1%, comparable store sales increase due mainly to increased sales
in outlet and mall stores, and (ii) a $25.5 million increase in non-comparable
store sales due to stores that have been open less than one year.

         Wilsons Leather opened 23 stores, acquired 106 stores with the
acquisition of Bentley's, and closed nine stores in the first quarter ended May
5, 2001, compared to opening nine stores and closing two stores during the first
quarter last year. Included in the 23 stores opened in the first quarter of 2001
are nine mall and ten outlet stores. As of May 5, 2001, Wilsons Leather operated
731 stores compared to 536 stores at April 29, 2000.

         Cost of goods sold, buying and occupancy costs for the first quarter of
2001 were 69.3% of net sales, or $81.5 million, compared to 66.7% of sales, or
$60.2 million, for the same period a year ago. The increase of 2.6 points as a
percentage of net sales is related to a decrease in gross margin net of
occupancy and buying costs. Gross margin net of occupancy and buying costs
decreased for the quarter as compared to last year due primarily to decreased
sales of higher margin fashion merchandise and higher markdowns as a result of
higher levels of clearance merchandise at the beginning of the quarter. The
Company's inventories are valued under the retail inventory method on the LIFO
basis. The difference in inventories between LIFO and the FIFO method was not
material as of May 5, 2001 and April 29, 2000.

         Selling, general and administrative expenses for the first quarter of
2001 were 31.5% of net sales, or $37.0 million, compared to 33.0% of net sales,
or $29.8 million, for the same period last year. The increase of $7.2 million
was due mainly to payroll expense associated with the operation of an additional
195 stores as of May 5, 2001 as compared to last year.

         Depreciation and amortization expense increased to $4.3 million from
$2.0 million last year, and increased as a percentage of net sales to 3.7% from
2.2%. The increase in depreciation and

                                       10
amortization resulted primarily from capital expenditures for a new
point-of-sale system, new store construction and the renovation of existing
stores.

         Net interest (income) expense was $0.8 million for the first quarter of
2001 as compared to $(0.5) million during the same period last year.

         During the first quarter last year, the Company repurchased $13.3
million of its 11-1/4% senior notes, which are due 2004. As a result of the
repurchase last year, the Company incurred an extraordinary loss, net of tax, of
approximately $0.6 million for the early extinguishment of debt.

LIQUIDITY AND CAPITAL RESOURCES

         Wilsons Leather's capital requirements are primarily driven by the
Company's seasonal working capital needs and its strategy to open new stores,
remodel existing stores and upgrade information systems. During the first
quarter of 2001 the Company opened 14 stores net of closings and acquired 106
stores as a result of acquiring Bentley's. The Company anticipates it will open
approximately 65 additional stores, net of closings, by the end of the fiscal
year. The Company's peak working capital needs typically occur during the period
from August through early December as inventory levels are increased in advance
of the Company's peak selling season from October through December.

         General Electric Capital Corporation and a syndicate of banks have
provided the Company with a senior credit facility. The senior credit facility
provides for borrowings up to $165.0 million in aggregate principal amount,
which includes a letter of credit subfacility of $85.0 million. The maximum
amount available under the senior credit facility is limited to 60% of net
inventories (which increases to 65% during the months of September and October
for inventories of the type that we sold before the acquisitions of El Portal
and Bentley's plus a $7.5 million seasonal advance) less outstanding letters of
credit.

         Interest is payable on borrowings at one or more variable rates
determined by LIBOR plus 1.25%, commercial paper rate plus 1.25% or the "prime"
rate. The spreads are subject to change based on the Company's financial
results. As of May 5, 2001, the Company had $28.1 million in borrowings under
the senior credit facility and $20.2 million in outstanding letters of credit.
The Company pays monthly fees on the unused portion of the senior credit
facility and on the average daily amount of letters of credit outstanding during
each month. The senior credit facility expires in May 2004.

         The senior credit facility contains certain covenants limiting, among
other things, the Company's ability to make capital expenditures, pay cash
dividends or make other distributions.

         The Company plans to use the senior credit facility for its immediate
and future working capital needs, including capital expenditures. For 2000, the
peak borrowings and letters of credit outstanding under the senior credit
facility were $128.8 million and $57.2 million, respectively. The peak time of
year is October through December for borrowings and August through September for
letters of credit. The Company is dependent on the senior credit facility to
fund working capital and letter of credit needs. We are also currently
evaluating opportunuties to access the capital markets to replenish working
capital depleted in previous acquisitions, as well as finance our other capital
needs.

                                       11
On February 3, 2001, the Company had $30.6 million of 11-1/4% senior
notes outstanding. As of May 5, 2001, the Company had not reduced this
outstanding balance. The indenture governing the 11-1/4% senior notes contains
numerous operating covenants that limit the discretion of management with
respect to certain business matters and place significant restrictions on, among
other things, our ability to incur additional indebtedness, to create liens or
other encumbrances, to declare or pay any dividends, to make certain payments or
investments, loans and guarantees and to sell or otherwise dispose of assets and
merge or consolidate with another entity.

         We entered into a $40.0 million interest rate swap transaction on July
7, 1999 with First Union whereby First Union pays the Company interest at a
fixed rate of 11.25% and the Company pays First Union interest at a commercial
paper rate plus 5.37% (9.75% at May 5, 2001). The agreement terminates on August
15, 2001. As of May 5, 2001 the transaction had not had a material impact on the
Company's financial position or results of operations.

CASH FLOW ANALYSIS

         Operating activities for the three months ended May 5, 2001, resulted
in cash used of $38.0 million compared to cash used of $32.6 million in the
corresponding period of 2000. The cash used was primarily the result of the
seasonal changes in the Company's current assets and liabilities. The increase
in cash used compared to last year is due primarily to decreases in accounts
payable, income taxes payable and other accrued expenses.

         Changes in certain balance sheet accounts between February 3, 2001, and
May 5, 2001, reflect normal seasonal variations within the retail industry. The
level of cash and cash equivalents, inventories, accounts receivable, accounts
payable and certain accrued liabilities fluctuate due to the seasonal nature of
the working capital needs of the Company's operations.

         Investing activities for the three months ended May 5, 2001 totaled
$42.7 million and were primarily comprised of capital expenditures for the
renovations of and improvements to existing stores, construction of new stores,
and the acquisition of Bentley's. Investing activities for the three months
ended April 29, 2000 totaled $7.4 million and were primarily comprised of
capital expenditures for a new point-of-sale system, the renovation of and
improvements to existing stores and construction of new stores.

         Financing activities for the three months ended May 5, 2001 provided
net cash of $29.2 million, mainly for the acquisition of Bentley's. For the
three months ended April 29, 2000, $13.3 million of net cash was used, primarily
for the repurchase 11-1/4% senior notes.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's exposure to market risks for changes in interest rates
relates primarily to the Company's short-term investments, short-term
borrowings, long-term debt obligations and interest rate swap agreement. The
Company does not use derivative financial instruments in its available for sale
securities. The Company is averse to principal loss and ensures the safety and
preservation of its investments by limiting default risk and market risk.

                                       12
The Company mitigates default risk by investing in high credit quality
securities. Market risk is limited by including only securities with active
markets in our portfolio. All short-term investments mature within one year.

         At May 5, 2001, Wilsons Leather had cash and cash equivalents totaling
$0.6 million. The effect of a 100 basis point change in interest rates would
have an estimated $0.1 million pre-tax earnings and cash flow impact, assuming
other variables are held constant.

         The Company's senior credit facility carries interest rate risk that is
generally related to either LIBOR, commercial paper rate or the prime rate. If
either of those rates were to change while Wilsons Leather was borrowing under
the facility, interest expense would increase or decrease accordingly. As of May
5, 2001, there were $28.1 million in borrowings under the senior credit facility
and $20.2 million in outstanding letters of credit.

         The Company has no earnings or cash flow exposure due to market risks
on its long-term debt obligations as a result of the fixed-rate nature of the
debt. However, interest rate changes would affect the fair market value of the
debt. At May 5, 2001, Wilsons Leather had fixed rate debt of $30.6 million
maturing in August 2004.

         We entered into a $40.0 million interest rate swap transaction whereby
First Union pays the Company interest at a fixed rate of 11.25%, and the Company
pays First Union interest at a commercial paper rate plus 5.37% (9.75% at May 5,
2001). The agreement terminates on August 15, 2001. The effect of a 100 basis
point change in interest rates would have an estimated $0.2 million pre-tax
earnings and cash flow impact, assuming other variables are held constant.

                          ----------------------------

         Except for historical information, matters discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements involve risks and uncertainties, and actual results
may be materially different. Because actual results may differ, readers are
cautioned not to place undue reliance on forward-looking statements. Factors
that could cause actual results to differ include: economic downturns; risks
associated with future growth; risks associated with acquisitions; change in
consumer preferences and fashion trends away from leather; seasonality of the
business; risks associated with foreign sourcing and international business;
disruptions in product supplies to our travel stores; decreased availability and
increased cost of leather; changes in customer shopping patterns, competition in
our markets; loss of key members of our management team; risks associated with
our debt service; reliance on third parties for maintaining our management
information systems; concentration of our common stock; and volatility of the
Company common stock. Certain of these risk factors are more fully discussed in
the Company's Annual Report on Form 10-K for the fiscal year ended February 3,
2001.

                                       13
PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

         See "Management's Discussion and Analysis of Financial Condition and
         Results of Operations - Liquidity and Capital Resources" in Part I.,
         Item 2., of the document for a description of limitations upon the
         payment of dividends.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A.       Exhibits

                  EXHIBIT  DESCRIPTION
                  -------  -----------

                  3.1      Amended and Restated Articles of Incorporation or
                           Wilsons The Leather Experts Inc. adopted June 16,
                           1998 as amended by the Articles of Amendment dated
                           February 17, 2000.

                  3.2      Restated Bylaws of Wilsons The Leather Experts Inc.
                           as amended June 16, 1998 and January 25, 2000.

                  4.1      Specimen of Common Stock Certificate.

                  4.2      Indenture dated as of August 18, 1997 by and among
                           Wilsons The Leather Experts Inc., the other
                           corporations listed on the signature pages thereof,
                           and Norwest Bank Minnesota, National Association,
                           including specimen Certificate of 11 1/4% Series A
                           Senior Notes due 2004 and specimen Certificate of 11
                           1/4% Series B Senior Notes due 2004.

                  4.3      Purchase Agreement dated as of August 14, 1997 by and
                           among Wilsons The Leather Experts Inc., the
                           Subsidiary Guarantors party thereto and BancAmerica
                           Securities, Inc.

                  4.4      Registration Rights Agreement dated as of May 25,
                           1996 by and among CVS New York, Inc., Wilsons The
                           Leather Experts Inc., the Managers listed on the
                           signature pages thereto, Leather Investors Limited
                           Partnership I and the Partners listed on the
                           signature pages thereto.

                  4.5      Amendment to Registration Rights Agreement dated as
                           of August 12, 1999 by and among Wilsons The Leather
                           Experts Inc. and the Shareholders listed on the
                           attachments thereto.

                                       14
10.1     Joinder Agreement dated as of April 13, 2001 among
                           Bentley's Luggage Corp., Florida Luggage Corp. and
                           General Electric Capital Corporation.

                  10.2     Pledge Amendment dated as of April 13, 2001 by WWT,
                           Inc.

                  10.3     Pledge Agreement dated as of April 13, 2001 by
                           Bentley's Luggage Corp.

                  10.4     Reaffirmation of Guaranty dated as of April 13, 2001,
                           by Wilsons The Leather Experts Inc., Wilsons Center,
                           Inc., Rosedale Wilsons, Inc., River Hills Wilsons,
                           Inc. and the Store Guarantors listed on the signature
                           pages thereto in favor of General Electric Capital
                           Corporation.

         B.       Exhibits and Reports on Form 8-K: The Company filed one report
                  on Form 8-K during the first quarter ended May 5, 2001, as
                  follows:

                  Form 8-K filed April 19, 2001, announcing the acquisition of
                  Bentley's Luggage Corp. and filing as exhibits the Agreement
                  and Plan of Merger, dated as of April 6, 2001, and the Letter
                  Agreement dated April 13, 2001 by and among WWT, Inc., Wilsons
                  Acquisition Corporation, Bentley's Luggage Corp., the
                  Shareholders of Bentley's Luggage Corp. and Bain Capital Inc.

                                       15
SIGNATURE

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.

WILSONS THE LEATHER EXPERTS INC.

By: /s/ Peter G. Michielutti
    -------------------------------------------------
         Peter G. Michielutti
         Senior Vice President and
         Chief Financial Officer

Date: June 19, 2001

                                       16
INDEX TO EXHIBITS
Exhibit No.          Description                                                   Method of Filing
-----------          -----------                                                   ----------------

3.1                  Amended and Restated  Articles of  Incorporation  or Wilsons  Incorporated by Reference
                     The Leather  Experts  Inc.  adopted June 16, 1998 as amended
                     by the Articles of Amendment dated February 17, 2000. (1)

3.2                  Restated Bylaws of Wilsons The Leather Experts Inc. as        Incorporated by Reference
                     amended June 16, 1998 and January 25, 2000. (1)

4.1                  Specimen of Common Stock Certificate. (2)                     Incorporated by Reference

4.2                  Indenture dated as of August 18, 1997 by and among            Incorporated by Reference
                     Wilsons The Leather Experts Inc., the other corporations
                     listed on the signature pages thereof, and Norwest Bank
                     Minnesota, National Association, including specimen
                     Certificate of 11 1/4% Series A Senior Notes due 2004 and
                     specimen Certificate of 11 1/4% Series B Senior Notes due
                     2004. (3)

4.3                  Purchase  Agreement dated as of August 14, 1997 by and among  Incorporated by Reference
                     Wilsons The Leather Experts Inc., the Subsidiary  Guarantors
                     party thereto and BancAmerica Securities, Inc. (4)

4.4                  Registration Rights Agreement dated as of May 25, 1996 by     Incorporated by Reference
                     and among CVS New York, Inc., Wilsons The Leather Experts
                     Inc., the Managers listed on the signature pages thereto,
                     Leather Investors Limited Partnership I and the Partners
                     listed on the signature pages thereto. (5)

4.5                  Amendment to Registration Rights Agreement dated as of        Incorporated by Reference
                     August 12, 1999 by and among Wilsons The Leather Experts
                     Inc. and the Shareholders listed on the attachments
                     thereto. (6)

10.1                 Joinder Agreement dated as of April 13, 2001 among            Electronic Transmission
                     Bentley's Luggage Corp., Florida Luggage Corp. and General
                     Electric Capital Corporation.
17
10.2                 Pledge Amendment dated as of April 13, 2001 by WWT, Inc.      Electronic Transmission

10.3                 Pledge Agreement dated as of April 13, 2001 by Bentley's      Electronic Transmission
                     Luggage Corp.

10.4                 Reaffirmation of Guaranty dated as of April 13, 2001, by      Electronic Transmission
                     Wilsons The Leather Experts Inc., Wilsons Center, Inc.,
                     Rosedale Wilsons, Inc., River Hills Wilsons, Inc. and the
                     Store Guarantors listed on the signature pages thereto in
                     favor of General Electric Capital Corporation.
(1)      Incorporated by reference to the same numbered exhibit to the Company's
         Report on Form 10-K for the fiscal year ended January 29, 2000 filed
         with the Commission.

(2)      Incorporated by reference to the same numbered exhibit to Amendment No.
         1 to the Company's Registration Statement on Form S-1 (333-13967) filed
         with the Commission on December 24, 1996.

(3)      Incorporated by reference to Exhibit 10.3 to the Company's Report on
         Form 10-Q for the quarter ended August 2, 1997 filed with the
         Commission.

(4)      Incorporated by reference to Exhibit 10.4 to the Company's Report on
         Form 10-Q for the quarter ended August 2, 1997 filed with the
         Commission.

(5)      Incorporated by reference to Exhibit 4.8 to the Company's Registration
         Statement on Form S-1 (333-13967) filed with the Commission on October
         11, 1996.

                                       18