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United States
Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-K
 Annual Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 þ
    
    Annual Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934
 for the fiscal year ended January 31, 2009
(Fiscal year 2008).
 o
    
    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 0-23874]
 JOS. A. BANK CLOTHIERS, INC.
  Delaware
    
    36-3189198(State of Incorporation)
    
    (I.R.S. Employer Identification No.)500 Hanover Pike, Hampstead, MD
    
    21074(Address of principal executive offices)
    
    (zip code)
 (410) 239-2700
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value per share
    
    The NASDAQ Global Select Stock Market LLC
   o þ
  o þ
  þ o
  ̈
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a small reporting company)
  o þ




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TABLE OF CONTENTS  PART IItem 1. BUSINESSItem 1A. RISK FACTORSItem 1B. UNRESOLVED STAFF COMMENTSItem 2. PROPERTIESItem 3. LEGAL PROCEEDINGSItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIItem 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESItem 6. SELECTED CONSOLIDATED FINANCIAL DATAItem 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREItem 9A. CONTROLS AND PROCEDURESItem 9B. OTHER INFORMATIONPART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEItem 11. EXECUTIVE COMPENSATIONItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEItem 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVItem 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULESREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF INCOMECONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITYCONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSSIGNATURESExhibits IndexExhibit 10.3(b)Exhibit 10.5Exhibit 10.6(b)Exhibit 10.8(d)Exhibit 10.11(a)Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND OTHER INFORMATION
   
 
 PART I
 
 
 Item 1. BUSINESS
 General
    1




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Fiscal year 2000
    
    February 3, 2001Fiscal year 2001
    
    February 2, 2002Fiscal year 2002
    
    February 1, 2003Fiscal year 2003
    
    January 31, 2004Fiscal year 2004
    
    January 29, 2005Fiscal year 2005
    
    January 28, 2006Fiscal year 2006
    
    February 3, 2007Fiscal year 2007
    
    February 2, 2008Fiscal year 2008
    
    January 31, 2009Fiscal year 2009
    
    January 30, 2010
  Strategy
  1.
    
    Quality2.
    
    Service3.
    
    Inventory In-stock4.
    
    Product Innovation
  
    
    continually increasing the already high level of quality of its products by developing
and maintaining stringent design and manufacturing specifications;
 
    
    developing its multi-channel retailing concept by opening more stores and enhancing
direct selling through the catalog and Internet operation, thus offering multiple
convenient channels for customers to shop;
 
    
    providing outstanding customer service and emphasizing high levels of inventory
fulfillment for its customers;
 
    
    expanding its product assortment, including developing the Three Levels of Luxury and
continuing to add innovative new products; and
 
    
    increasing its product design and development capabilities while eliminating the
middleman in the sourcing of its products.
 The Brand.
   2




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Multi-Channel Retailing.
  Store Growth.
  Product Design and Sourcing.
 Segments
  Stores.
   3




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Other.
    4




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JOS. A. BANK STORES
 Total #State
    
    Of StoresAlabama(a)
    
    
    9Arizona
    
    
    5Arkansas
    
    
    4California
    
    
    31Colorado
    
    
    9Connecticut
    
    
    12Delaware
    
    
    1Florida
    
    
    33Georgia(a)(b)
    
    
    22Idaho
    
    
    1Illinois(a)
    
    
    28Indiana
    
    
    9Iowa
    
    
    3Kansas
    
    
    3Kentucky
    
    
    4Louisiana(a)
    
    
    6Maryland(b)
    
    
    20Massachusetts
    
    
    13Michigan
    
    
    13Minnesota
    
    
    5Mississippi(a)
    
    
    1Missouri(c)
    
    
    6Nebraska
    
    
    2Nevada
    
    
    3New Hampshire
    
    
    1New Jersey
    
    
    24New Mexico
    
    
    1New York
    
    
    18North Carolina(a)
    
    
    20Ohio
    
    
    19Oklahoma
    
    
    4Pennsylvania(b)
    
    
    25Rhode Island
    
    
    3South Carolina(a)
    
    
    9South Dakota
    
    
    1Tennessee(a)
    
    
    10Texas
    
    
    45Utah
    
    
    2Virginia(b)
    
    
    21Washington
    
    
    3Washington, D.C.
    
    
    4West Virginia
    
    
    1Wisconsin
    
    
    6Total
    
    
    460
 
 (a)
    
    Includes one or more franchise stores(b)
    
    Includes one or more outlet stores(c)
    
    Does not include one store opened subsequent to fiscal 2008 year-end. Direct Marketing.
  5




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Merchandising
      6




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Design and Purchasing
         7




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Marketing, Advertising and Promotion
 Strategy.
   Corporate Card Program.
 Apparel Incentive Program.
 Distribution
    8




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Management Information Systems
   Competition
  Trademarks
 ® ® ® ® ® ®
  Seasonality
  Employees
   9




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Available Information
  
 
 Item 1A. RISK FACTORS
   10




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If we are not able to continue profitably opening new stores due to deteriorating general economic
conditions or otherwise, our growth may be adversely affected.
  We face significant competition and may not be able to maintain or improve our competitive position
or profitability.
  
    
    anticipating and quickly responding to changing consumer demands;
 
    
    maintaining favorable brand recognition and effectively marketing our products to
consumers in several diverse market segments;
 
    
    developing innovative, high-quality new products and/or product/brand extensions in
sizes, colors and styles that appeal to consumers of varying age groups and tastes;
 
    
    competitively pricing our products and achieving value for our customers; and
 
    
    providing strong and effective marketing support.
  Our business is tied to consumer spending for discretionary items and the negative changes to
consumer confidence and other recessionary pressures brought on by, among other things, general
economic conditions, could have an adverse affect on our business.
    11




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The current credit crisis may have a negative effect on our business.
   Our cash investment strategies may have a negative effect on our business.
  Our success is dependent on our key personnel and our ability to attract and retain key personnel.
  We rely heavily on a limited number of key suppliers, the loss of any of which could cause a
significant disruption to our business and negatively affect our business.
   12




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Our reliance on foreign sources of production exposes us to a number of risks of doing business on
an international basis.
  
    
    political instability of foreign countries;
 
    
    imposition of new legislation or rules relating to imports that may limit the quantity
of goods which may be imported into the United States from countries or regions;
 
    
    imposition of duties, taxes and other charges on imports;
 
    
    local business practice and political issues, including issues relating to compliance
with domestic or international labor standards which may result in adverse publicity;
 
    
    migration and development of manufacturers, which can affect where our products are or
will be produced;
 
    
    potential delays or disruptions in shipping and related pricing impacts;
 
    
    volatile fuel supplies and costs; and;
 
    
    the devaluation of the U.S. dollar against the foreign currencies of our suppliers
countries could adversely affect our product costs.
  Our business could be adversely affected if the foreign manufacturers of our products do not use
acceptable labor practices.
  Our business could be adversely affected by increased costs of the raw materials and other
resources that are important to our business.
  Our success depends, in part, on our ability to meet the changing preferences of our customers.
    13




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Our success depends, in part, on the volume of retail traffic in our geographic locations and the
availability of suitable lease space.
   Our dependence on third party delivery services exposes us to business interruptions and service
issues that are beyond our control.
  Our dependence on our two distribution centers and centralized computer systems exposes us to the
risk of a substantial disruption to our business.
  Our business could be adversely affected by increased paper, printing and mailing costs.
   14




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Our efforts to protect and enforce our intellectual property rights or protect ourselves from the
claims of third-parties may not be effective.
 ® ® ® ® ® ®
 We are exposed to a number of risks involving the acceptance and processing of credit cards, the
occurrence of which could substantially harm our business, financial condition and results of
operations.
  We face a number of risks relating to our use of consumer information.
  Our business has become increasingly dependent on promotional activity and a strong holiday season.
   15




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We will face a number of risks if we pursue growth by acquisitions or other strategic
opportunities.
  Our stock price has fluctuated substantially in the past and may continue to do so.
  
    
    Our sales and profitability results and those of others in the retail industry;
    
    Anticipation regarding our future operating results and those generally operating in
the retail industry; and
    
    Changes in earnings estimates by research analysts.
  Our charter documents, our Rights Agreement and Delaware law may inhibit a takeover that
stockholders may consider favorable.
  Litigation or legal proceedings could expose us to significant liabilities and could divert our
managements attention and thus negatively affect our financial results.
   16




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Item 1B. UNRESOLVED STAFF COMMENTS
  
 
 Item 2. PROPERTIES
  Location
    
    Gross Square Feet
    
    Owned/Leased
    
    Primary FunctionHampstead, Maryland
    
    
    315,000
    
    
    Owned
    
    Offices,
distribution
center, catalog and
Internet order and
fulfillment and
regional tailoring
overflow shopHampstead, Maryland
    
    
    289,000
    
    
    Leased
    
    Distribution center
and offices(Lease expires August 20, 2014)
   
 
 Item 3. LEGAL PROCEEDINGS
      17




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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   18




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PART II
 
 
 Item 5.
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information.
  High
    
    
    Low1st Quarter fiscal 2009 (through April 1, 2009)
    
    $
    29.23
    
    
    $
    19.61
 Fiscal Year 2007
    
    
    Fiscal Year 2008High
    
    
    Low
    
    
    High
    
    
    Low1st Quarter
    
    $
    40.07
    
    
    $
    29.08
    
    
    $
    27.74
    
    
    $
    18.812nd Quarter
    
    
    46.16
    
    
    
    31.88
    
    
    
    32.68
    
    
    
    21.633rd Quarter
    
    
    37.79
    
    
    
    26.43
    
    
    
    41.71
    
    
    
    21.204th Quarter
    
    
    32.63
    
    
    
    19.50
    
    
    
    31.49
    
    
    
    15.38
  Holders of Record of Common Stock
  Dividend Policy
   19




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Performance Graph
  
 Total Return
    
    
    Total ReturnIndex
    
    
    IndexNASDAQ
    
    
    NASDAQJos. A. Bank
    
    
    Stock Market
    
    
    Retail TradeClothiers, Inc.
    
    
    (U.S.)
    
    
    StocksJanuary 30, 2004
    
    $
    100.00
    
    
    $
    100.00
    
    
    $
    100.00January 28, 2005
    
    $
    121.84
    
    
    $
    98.92
    
    
    $
    119.76January 27, 2006
    
    $
    214.31
    
    
    $
    112.67
    
    
    $
    129.87February 2, 2007
    
    $
    167.11
    
    
    $
    121.44
    
    
    $
    142.69February 1, 2008
    
    $
    145.49
    
    
    $
    117.26
    
    
    $
    126.33January 30, 2009
    
    $
    146.61
    
    
    $
    57.69
    
    
    $
    81.28
   20




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Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
  Fiscal Year2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008(In thousands, except per share information and stores)Consolidated Statements of Income
Information:Net sales
    
    $
    372,500
    
    
    $
    464,633
    
    
    $
    546,385
    
    
    $
    604,010
    
    
    $
    695,908Cost of goods sold
    
    
    147,674
    
    
    
    177,006
    
    
    
    207,947
    
    
    
    225,364
    
    
    
    264,954Gross profit
    
    
    224,826
    
    
    
    287,627
    
    
    
    338,438
    
    
    
    378,646
    
    
    
    430,954Operating expenses:Sales and marketing
    
    
    144,770
    
    
    
    179,902
    
    
    
    212,890
    
    
    
    242,655
    
    
    
    277,354General and administrative
    
    
    38,003
    
    
    
    45,930
    
    
    
    52,453
    
    
    
    53,240
    
    
    
    58,111Total operating expenses
    
    
    182,773
    
    
    
    225,832
    
    
    
    265,343
    
    
    
    295,895
    
    
    
    335,465Operating income
    
    
    42,053
    
    
    
    61,795
    
    
    
    73,095
    
    
    
    82,751
    
    
    
    95,489Total other income (expense)
    
    
    (1,696
    )
    
    
    (1,794
    )
    
    
    (938
    )
    
    
    1,582
    
    
    
    477Income before provision for
income taxes
    
    
    40,357
    
    
    
    60,001
    
    
    
    72,157
    
    
    
    84,333
    
    
    
    95,966Provision for income taxes
    
    
    15,876
    
    
    
    24,751
    
    
    
    28,935
    
    
    
    34,165
    
    
    
    37,558Net income
    
    $
    24,481
    
    
    $
    35,250
    
    
    $
    43,222
    
    
    $
    50,168
    
    
    $
    58,408Per share informationdiluted(a):Net income per share
    
    $
    1.38
    
    
    $
    1.95
    
    
    $
    2.36
    
    
    $
    2.72
    
    
    $
    3.17Diluted weighted average number
of shares outstanding(a)
    
    
    17,789
    
    
    
    18,031
    
    
    
    18,342
    
    
    
    18,420
    
    
    
    18,445Balance Sheet Information (as of end
of fiscal year):Cash and cash equivalents
    
    $
    1,425
    
    
    $
    7,344
    
    
    $
    43,080
    
    
    $
    82,082
    
    
    $
    122,875Working capital
    
    
    69,620
    
    
    
    96,856
    
    
    
    136,562
    
    
    
    187,134
    
    
    
    246,127Total assets
    
    
    233,304
    
    
    
    304,832
    
    
    
    368,392
    
    
    
    440,098
    
    
    
    491,366Revolving and term debt
    
    
    6,859
    
    
    
    5,797
    
    
    
    412
    
    
    
    
    
    
    
    Total noncurrent liabilities
(including debt)
    
    
    41,024
    
    
    
    44,595
    
    
    
    46,416
    
    
    
    52,712
    
    
    
    58,383Stockholders equity
    
    
    114,324
    
    
    
    153,800
    
    
    
    208,234
    
    
    
    261,165
    
    
    
    321,813Other Data (as of end of fiscal year):Number of stores(b)
    
    
    269
    
    
    
    324
    
    
    
    376
    
    
    
    422
    
    
    
    460
 
 (a)
    
    On December 14, 2005, the Companys Board of Directors declared a 25% common stock dividend
payable on February 15, 2006 to stockholders of record as of January 27, 2006. Unless otherwise
indicated, all historical weighted average share and per share amounts and all references to the
number of common shares elsewhere in the Consolidated Financial Statements, and Notes thereto, have
been restated to reflect the stock dividend.(b)
    
    Includes franchise stores.  21




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Item 7.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
  
    
    15.2% increase in net sales, driven by a 17.4% sales increase in the Stores segment,
partially offset by a sales decline in the Direct Marketing Segment of 0.2%, with overall
gross profit margins decreasing by 80 basis points;
    
    8.9% increase in comparable store sales;
 
    
    a 30 basis point decrease in sales and marketing costs as a percentage of sales driven
primarily by the leveraging of payroll costs and advertising and marketing costs;
 
    
    a 40 basis point decrease in general and administrative costs as a percentage of sales
as the Company was able to leverage its costs during the year; and
 
    
    tax benefits realized of approximately $1.2 million or approximately $0.07 per diluted
share due to the Companys ability to fully deduct employee compensation which was limited
under Internal Revenue Code (IRC) Section 162(m) in fiscal year 2007.
       22




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Critical Accounting Policies and Estimates
  Inventory.
   Asset Valuation.
 Lease Accounting.
  23




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Recently
Issued Accounting Standards 
     24




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Results of Operations
  Percentage of Net SalesFiscal Year2006
    
    
    2007
    
    
    2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    38.1
    
    
    
    37.3
    
    
    
    38.1Gross profit
    
    
    61.9
    
    
    
    62.7
    
    
    
    61.9Sales and marketing expenses
    
    
    39.0
    
    
    
    40.2
    
    
    
    39.9General and administrative expenses
    
    
    9.6
    
    
    
    8.8
    
    
    
    8.4Total operating expenses
    
    
    48.6
    
    
    
    49.0
    
    
    
    48.2Operating income
    
    
    13.4
    
    
    
    13.7
    
    
    
    13.7Total other income (expense)
    
    
    (0.2
    )
    
    
    0.3
    
    
    
    0.1Income before provision for income
taxes
    
    
    13.2
    
    
    
    14.0
    
    
    
    13.8Provision for income taxes
    
    
    5.3
    
    
    
    5.7
    
    
    
    5.4Net income
    
    
    7.9
    %
    
    
    8.3
    %
    
    
    8.4
    %
 Fiscal Year 2008 Compared to Fiscal Year 2007
 Net Sales
  Fiscal Year 2007
    
    
    Fiscal Year 2008Square
    
    
    
    
    
    SquareStores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*Stores open at the beginning of the year
    
    
    376
    
    
    
    1,745
    
    
    
    422
    
    
    
    1,935Stores opened
    
    
    48
    
    
    
    206
    
    
    
    40
    
    
    
    164Stores closed
    
    
    (2
    )
    
    
    (16
    )
    
    
    (2
    )
    
    
    (8
    )Stores open at the end of the year
    
    
    422
    
    
    
    1,935
    
    
    
    460
    
    
    
    2,091
 
 *
    
    Square feet are presented in thousands and exclude the square footage of the Companys
franchise stores. Square feet include a net increase of 6 square feet in fiscal year 2007 due
to relocations or renovations in several stores.   25




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Gross Profit
  Sales and Marketing Expenses .
 General and Administrative Expenses
  Other Income (Expense)
  26




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Income Taxes
 Fiscal Year 2007 Compared to Fiscal Year 2006
 Net Sales
  Fiscal Year 2006
    
    
    Fiscal Year 2007Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*Stores open at the beginning of the year
    
    
    324
    
    
    
    1,543
    
    
    
    376
    
    
    
    1,745Stores opened
    
    
    52
    
    
    
    202
    
    
    
    48
    
    
    
    206Stores closed
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (16
    )Stores open at the end of the year
    
    
    376
    
    
    
    1,745
    
    
    
    422
    
    
    
    1,935
 
 *
    
    Square feet are presented in thousands and exclude the square footage of the Companys
franchise stores. Square feet include a net decrease of 8 square feet in fiscal year 2006 and
a net increase of 6 square feet in fiscal year 2007 due to relocations or renovations in
several stores.  Gross Profit
 Sales and Marketing Expenses
  27




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General and Administrative Expenses
  Interest Income, net
 Income Taxes
 Liquidity and Capital Resources
     28




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Fiscal Year2006
    
    
    2007
    
    
    2008Cash provided by (used in):Operating activities
    
    $
    60,911
    
    
    $
    63,712
    
    
    $
    73,540Investing activities
    
    
    (31,141
    )
    
    
    (27,401
    )
    
    
    (34,908
    )Financing activities
    
    
    5,966
    
    
    
    2,691
    
    
    
    2,161Net increase in cash
and cash equivalents
    
    $
    35,736
    
    
    $
    39,002
    
    
    $
    40,793
       29




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Amounts
    
    
    Amounts
    
    
    AmountsCollected in
    
    
    Collected in
    
    
    OutstandingNegotiated
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    January 31,Amounts
    
    
    2007
    
    
    2008
    
    
    2009(in thousands )Fiscal Year 2007 Store Openings
    
    $
    12,624
    
    
    $
    6,023
    
    
    $
    6,540
    
    
    $
    61Fiscal Year 2008 Store Openings
    
    
    10,513
    
    
    
    
    
    
    
    6,373
    
    
    
    4,140$
    23,137
    
    
    $
    6,023
    
    
    $
    12,913
    
    
    $
    4,201
   Off-Balance Sheet Arrangements
 Disclosures about Contractual Obligations and Commercial Commitments
   Payments Due by Fiscal Year (in thousands)2009
    
    
    2010-2012
    
    
    2013-2014
    
    
    Beyond 2014
    
    
    Total (e)Operating leases (a) (b)
    
    $
    55,711
    
    
    $
    157,117
    
    
    $
    80,660
    
    
    $
    65,602
    
    
    $
    359,090Stand-by letter-of-credit (c)
    
    
    400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    400Related Party Agreement (d)
    
    
    825
    
    
    
    1,650
    
    
    
    
    
    
    
    
    
    
    
    2,475License agreement
    
    
    165
    
    
    
    165
    
    
    
    
    
    
    
    
    
    
    
    330
 
 (a)
    
    Includes various lease agreements for stores to be opened and equipment placed in service
subsequent to January 31, 2009. See Note 9 to the Consolidated Financial Statements.(b)
    
    Excludes contingent rent and other lease costs.(c)
    
    To secure the payment of rent at one leased location included in Operating Leases above and
is renewable each year through the end of the lease term (2009).(d)
    
    Related to consulting agreement with the Companys current Chairman of the Board to consult
on matters of strategic planning and initiatives (see also Note 13 in the Consolidated
Financial Statements).(e)
    
    Obligations related to unrecognized tax benefits and related penalties and interest of $0.8
million have been excluded from the above table as the amount to be settled in cash and the
specific payment dates are not known.  30




---



##### Table of Contents



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 
 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 
 Item 9.
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 
 Item 9A. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures and Changes in Internal Control Over Financial Reporting
 Limitations on Controls and Procedures.
 Disclosure Controls and Procedures
  31




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##### Table of Contents



Managements Annual Report on Internal Control over Financial Reporting
 Changes in Internal Control over Financial Reporting
 Attestation Report of the Registered Public Accounting Firm
  32




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control  Integrated Framework
    Internal
Control  Integrated Framework
  DELOITTE & TOUCHE LLPBaltimore, Maryland
April 8, 2009
  33




---



##### Table of Contents



Item 9B. OTHER INFORMATION
  
 
 PART III
 
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   
 
 Item 11. EXECUTIVE COMPENSATION
    
 
 Item 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   34




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##### Table of Contents



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 
 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 
 PART IV
 
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
 List of Financial Statements
  PageReport of Independent Registered Public Accounting Firm.
    
    
    F-1Consolidated Balance Sheets as of February 2, 2008 and January 31, 2009
    
    
    F-2Consolidated Statements of Income for the Years Ended February 3,
2007, February 2, 2008 and January 31, 2009
    
    
    F-3Consolidated Statements of Stockholders Equity for the Years Ended
February 3, 2007, February 2, 2008 and January 31, 2009
    
    
    F-4Consolidated Statements of Cash Flows for the Years Ended February 3,
2007, February 2, 2008 and January 31, 2009
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6
 List of Financial Statement Schedules
  List of Exhibits
 3.1
    
    
    
    Certificate of Amendment of the Restated Certificate of Incorporation of the
Company and the Restated Certificate of Incorporation of the Company.*(13)3.2
    
    
    
    Amended and Restated By-Laws of the Company as of April 15, 2003.*(7)4.1
    
    
    
    Form of Common Stock certificate.*(1)4.2
    
    
    
    Rights Agreement, dated as of September 6, 2007, including Exhibit B thereto
(the form of Right Certificate).*(14)4.3
    
    
    
    Certificate Eliminating Reference to Series A Preferred Stock from Restated
Certificate of Incorporation of Company.*(15)4.4
    
    
    
    Certificate of Designation of Series A Junior Participating Preferred Stock.*(15)10.1
    
    
    
    1994 Incentive Plan.*(1)
  35




---



##### Table of Contents



10.1(a)
    
    
    
    Amendments, dated as of October 6, 1997, to Incentive Plan.*(2)10.2
    
    
    
    Amended and Restated Credit Agreement, dated as of January 6, 2004, by and among
the Company, certain Lenders which are signatories thereto and Wells Fargo
Retail Finance II, LLC, as agent for such Lenders.*(8)10.2(a)
    
    
    
    Second Amendment to Amended and Restated Credit Agreement, dated as of January
6, 2004, by and among the Company, certain Lenders which are signatories thereto
and Wells Fargo Retail Finance II, LLC, as agent for such Lenders.*(11)10.3
    
    
    
    Amended and Restated Employment Agreement, dated as of May 15, 2002, between
David E. Ullman and Jos. A. Bank Clothiers, Inc.*(5)10.3(a)
    
    
    
    Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(16)10.3(b)
    
    
    
    Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(19)10.4
    
    
    
    Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation Trust Agreement,
dated January 20, 2004.*(10)10.5
    
    
    
    Employment Agreement, dated as of January 30, 2009, between James W. Thorne and
Jos. A. Bank Clothiers, Inc.*(19)10.6
    
    
    
    Amended and Restated Employment Agreement, dated May 15, 2002, by and between
Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(5)10.6(a)
    
    
    
    Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(16)10.6(b)
    
    
    
    Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(19)10.7
    
    
    
    Employment Agreement, dated as of November 1, 1999, between Robert N. Wildrick
and Jos. A. Bank Clothiers, Inc.*(3)10.7(a)
    
    
    
    Fourth Amendment, dated as of September 9, 2008, to Employment Agreement, dated
as of November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank
Clothiers, Inc.*(18)10.7(b)
    
    
    
    Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick
and Jos. A. Bank Clothiers, Inc.*(18)10.8
    
    
    
    Employment Agreement, dated as of November 30, 1999, by and between Robert
Hensley and Jos. A. Bank Clothiers, Inc.*(3)10.8(a)
    
    
    
    First Amendment, dated as of January 1, 2000, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(4)10.8(b)
    
    
    
    Fourth Amendment, dated as of May 28, 2002, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(5)10.8(c)
    
    
    
    Ninth Amendment, dated as of April 9, 2008, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(16)10.8(d)
    
    
    
    Tenth Amendment, dated as of April 7, 2009, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(19)
  36




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##### Table of Contents



10.9
    
    
    
    Employment Agreement, dated as of September 9, 2008, by and between R. Neal
Black and Jos. A. Bank Clothiers, Inc.*(18)10.10
    
    
    
    Employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers,
Inc. to Jerry DeBoer.*(4)10.10(a)
    
    
    
    Written description of 2008 base salary for Jerry DeBoer.*(16)10.11
    
    
    
    Employment Agreement, dated as of June 3, 2008, between Gary Merry and Jos. A.
Bank Clothiers, Inc.*(17)10.11(a)
    
    
    
    First Amendment, dated as of April 7, 2009 to Employment Agreement, dated as of
June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(19)10.12
    
    
    
    2002 Long-Term Incentive Plan.*(6)10.13
    
    
    
    Form of stock option agreement under the 2002 Long-Term Incentive Plan.*(9)10.14
    
    
    
    Collective Bargaining Agreement, dated March 1, 2006, by and between Joseph A.
Bank Mfg. Co., Inc. and UNITE HERE MID-ATLANTIC REGIONAL JOINT BOARD.*(12)21.1
    
    
    
    Company subsidiaries.*(10)23.1
    
    
    
    Consent of Deloitte & Touche LLP.*(19)31.1
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(19)31.2
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(19)32.1
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(19)32.2
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(19)
 
 *(1)
    
    
    
    Incorporated by reference to the Companys Registration Statement on Form
S-1 filed May 3, 1994.*(2)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 1998.*(3)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended October 30, 1999.*(4)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 2001.*(5)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 4, 2002.*(6)
    
    
    
    Incorporated by reference to the Companys Definitive Proxy Statement on
Schedule 14(A) filed May 20, 2002.*(7)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 1, 2003.*(8)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 2004.*(9)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 7, 2005.
  37




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##### Table of Contents



*(10)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 29, 2005.*(11)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended April 29, 2006.*(12)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 4, 2006.*(13)
    
    
    
    Incorporated by reference to Amendment No. 1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended July 29, 2006.*(14)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 6, 2007.*(15)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 20, 2007.*(16)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 2, 2008.*(17)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 3, 2008.*(18)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 9, 2008.*(19)
    
    
    
    Filed herewith
    
    
    
    Exhibit represents a management contract or compensatory plan or arrangement.
  38




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##### Table of Contents



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated Framework
  
  F-1




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 
 CONSOLIDATED BALANCE
SHEETS
 AS OF FEBRUARY 2, 2008 AND JANUARY 31, 2009
 (In Thousands, Except Share Information)
 February 2, 2008
    
    
    January 31, 2009ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    82,082
    
    
    $
    122,875Accounts receivable, net
    
    
    5,855
    
    
    
    7,404Inventories
    
    
    206,825
    
    
    
    209,242Prepaid expenses and other current assets
    
    
    18,593
    
    
    
    17,776Total current assets
    
    
    313,355
    
    
    
    357,297NONCURRENT ASSETS:Property, plant and equipment, net
    
    
    126,235
    
    
    
    133,588Other noncurrent assets
    
    
    508
    
    
    
    481Total assets
    
    $
    440,098
    
    
    $
    491,366LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    47,383
    
    
    $
    29,774Accrued expenses
    
    
    72,150
    
    
    
    74,792Deferred tax liability
    
    
    6,688
    
    
    
    6,604Total current liabilities
    
    
    126,221
    
    
    
    111,170NONCURRENT LIABILITIES:Long-term debt
    
    
    
    
    
    
    Deferred rent
    
    
    50,185
    
    
    
    54,743Noncurrent deferred tax liability
    
    
    1,210
    
    
    
    2,605Other noncurrent liabilities
    
    
    1,317
    
    
    
    1,035Total liabilities
    
    
    178,933
    
    
    
    169,553COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock, $1.00 par, 500,000 shares
authorized, none issued or outstanding
    
    
    
    
    
    
    Common stock, $.01 par, 45,000,000 shares
authorized, 18,179,371 issued and outstanding
at February 2, 2008 and 18,290,977 issued and
outstanding at January 31, 2009
    
    
    181
    
    
    
    182Additional paid-in capital
    
    
    80,791
    
    
    
    82,951Retained earnings
    
    
    180,260
    
    
    
    238,668Accumulated other comprehensive (losses) gains
    
    
    (67
    )
    
    
    12Total stockholders equity
    
    
    261,165
    
    
    
    321,813Total liabilities and stockholders equity
    
    $
    440,098
    
    
    $
    491,366
   F-2




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 
 CONSOLIDATED STATEMENTS OF INCOME
 FOR THE YEARS ENDED FEBRUARY 3, 2007, FEBRUARY 2, 2008 AND JANUARY 31, 2009
 (In Thousands, Except Per Share Information)
 Fiscal Year2006
    
    
    2007
    
    
    2008NET SALES
    
    $
    546,385
    
    
    $
    604,010
    
    
    $
    695,908Cost of goods sold
    
    
    207,947
    
    
    
    225,364
    
    
    
    264,954GROSS PROFIT
    
    
    338,438
    
    
    
    378,646
    
    
    
    430,954OPERATING EXPENSES:Sales and marketing
    
    
    212,890
    
    
    
    242,655
    
    
    
    277,354General and administrative
    
    
    52,453
    
    
    
    53,240
    
    
    
    58,111Total operating expenses
    
    
    265,343
    
    
    
    295,895
    
    
    
    335,465OPERATING INCOME
    
    
    73,095
    
    
    
    82,751
    
    
    
    95,489OTHER INCOME (EXPENSE):Interest income
    
    
    461
    
    
    
    1,937
    
    
    
    856Interest expense
    
    
    (1,399
    )
    
    
    (355
    )
    
    
    (379
    )Total other income (expense)
    
    
    (938
    )
    
    
    1,582
    
    
    
    477Income before provision for income taxes
    
    
    72,157
    
    
    
    84,333
    
    
    
    95,966Provision for income taxes
    
    
    28,935
    
    
    
    34,165
    
    
    
    37,558NET INCOME
    
    $
    43,222
    
    
    $
    50,168
    
    
    $
    58,408EARNINGS PER SHARENet income:Basic
    
    $
    2.40
    
    
    $
    2.77
    
    
    $
    3.21Diluted
    
    $
    2.36
    
    
    $
    2.72
    
    
    $
    3.17Weighted average shares outstanding:Basic
    
    
    17,981
    
    
    
    18,128
    
    
    
    18,214Diluted
    
    
    18,342
    
    
    
    18,420
    
    
    
    18,445
   F-3




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##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 FOR THE YEARS ENDED FEBRUARY 3, 2007, FEBRUARY 2, 2008 AND JANUARY 31, 2009
 (In Thousands, Except Share Information)
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    other
    
    
    TotalShares of
    
    
    Common
    
    
    paid-in
    
    
    Retained
    
    
    Treasury
    
    
    comprehensive
    
    
    stockholderscommon stock
    
    
    stock
    
    
    capital
    
    
    earnings
    
    
    stock
    
    
    (losses) gains
    
    
    equityBALANCE, JANUARY 28, 2006
    
    
    17,283,804
    
    
    $
    173
    
    
    $
    66,757
    
    
    $
    86,870
    
    
    $
    
    
    
    $
    
    
    
    $
    153,800Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,222
    
    
    
    
    
    
    
    
    
    
    
    43,222Adjustment to minimum pension liability, net of tax effect of $4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    6Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,228Adjustment to initially apply FAS No. 158, net of tax benefit of
$95
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (145
    )
    
    
    (145
    )Issuance of common stock pursuant to Incentive Option Plan
    
    
    756,022
    
    
    
    7
    
    
    
    7,397
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,404Income tax benefit from exercise of non-qualified stock options
    
    
    
    
    
    
    
    
    
    
    3,947
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,947BALANCE, FEBRUARY 3, 2007
    
    
    18,039,826
    
    
    
    180
    
    
    
    78,101
    
    
    
    130,092
    
    
    
    
    
    
    
    (139
    )
    
    
    208,234Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,168
    
    
    
    
    
    
    
    
    
    
    
    50,168Adjustment to minimum pension liability, net of tax effect of $47
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72
    
    
    
    72Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,240Issuance of common stock pursuant to Incentive Option Plan
    
    
    139,545
    
    
    
    1
    
    
    
    1,868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,869Income tax benefit from exercise of non-qualified stock options
    
    
    
    
    
    
    
    
    
    
    822
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    822BALANCE, FEBRUARY 2, 2008
    
    
    18,179,371
    
    
    
    181
    
    
    
    80,791
    
    
    
    180,260
    
    
    
    
    
    
    
    (67
    )
    
    
    261,165Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,408
    
    
    
    
    
    
    
    
    
    
    
    58,408Adjustment to minimum pension liability, net of tax effect of $50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79
    
    
    
    79Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,487Issuance of common stock pursuant to Incentive Option Plan
    
    
    111,606
    
    
    
    1
    
    
    
    1,535
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,536Income tax benefit from exercise of non-qualified stock options
    
    
    
    
    
    
    
    
    
    
    625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    625BALANCE, JANUARY 31, 2009
    
    
    18,290,977
    
    
    $
    182
    
    
    $
    82,951
    
    
    $
    238,668
    
    
    $
    
    
    
    $
    12
    
    
    $
    321,813
   F-4




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##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED FEBRUARY 3, 2007, FEBRUARY 2, 2008 AND JANUARY 31, 2009
 (In Thousands)
 Fiscal Year2006
    
    
    2007
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    43,222
    
    
    $
    50,168
    
    
    $
    58,408Adjustments to reconcile net income to net cash provided
by operating activities:Increase (decrease) deferred taxes
    
    
    (2,603
    )
    
    
    (3,150
    )
    
    
    1,311Depreciation and amortization
    
    
    15,809
    
    
    
    18,477
    
    
    
    20,609Loss on disposition of assets
    
    
    34
    
    
    
    281
    
    
    
    279Asset impairment charges
    
    
    
    
    
    
    833
    
    
    
    1,240Non-cash recognition of state grant
    
    
    
    
    
    
    (485
    )
    
    
    Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    1,262
    
    
    
    (662
    )
    
    
    (1,549
    )Increase in inventories
    
    
    (6,829
    )
    
    
    (23,354
    )
    
    
    (2,417
    )Increase (decrease) in prepaid expenses and other assets
    
    
    (5,708
    )
    
    
    (10
    )
    
    
    817Decrease in non-current assets
    
    
    31
    
    
    
    27
    
    
    
    27Increase (decrease) in accounts payable
    
    
    (995
    )
    
    
    5,700
    
    
    
    (17,609
    )Increase in accrued expenses
    
    
    10,490
    
    
    
    7,602
    
    
    
    8,018Increase in deferred rent
    
    
    7,046
    
    
    
    8,132
    
    
    
    4,558Increase (decrease) in other noncurrent liabilities
    
    
    (848
    )
    
    
    153
    
    
    
    (152
    )Net cash provided by operating activities
    
    
    60,911
    
    
    
    63,712
    
    
    
    73,540CASH FLOWS USED FOR INVESTING ACTIVITIES:Payments for capital expenditures
    
    
    (31,141
    )
    
    
    (27,696
    )
    
    
    (35,105
    )Proceeds from disposal of assets
    
    
    
    
    
    
    295
    
    
    
    197Net cash used for investing activities
    
    
    (31,141
    )
    
    
    (27,401
    )
    
    
    (34,908
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under revolving loan agreement
    
    
    90,135
    
    
    
    
    
    
    
    Repayment of borrowings under revolving loan agreement
    
    
    (90,135
    )
    
    
    
    
    
    
    Proceeds from long-term debt
    
    
    400
    
    
    
    
    
    
    
    Repayment of other long-term debt
    
    
    (5,785
    )
    
    
    
    
    
    
    Income tax benefit from exercise of non-qualified stock options
    
    
    3,947
    
    
    
    822
    
    
    
    625Proceeds from issuance of common stock
    
    
    7,404
    
    
    
    1,869
    
    
    
    1,536Net cash provided by financing activities
    
    
    5,966
    
    
    
    2,691
    
    
    
    2,161Net increase in cash and cash equivalents
    
    
    35,736
    
    
    
    39,002
    
    
    
    40,793CASH AND CASH EQUIVALENTS, beginning of year
    
    
    7,344
    
    
    
    43,080
    
    
    
    82,082CASH AND CASH EQUIVALENTS, end of year
    
    $
    43,080
    
    
    $
    82,082
    
    
    $
    122,875
   F-5




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##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Amounts in Thousands, Except Per Share Amounts or as Otherwise Noted)
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 Description of Business
 Principles of Consolidation
 Fiscal Year
 Seasonality
 Use of Estimates
 Cash and Cash Equivalents
  F-6




---



##### Table of Contents



Supplemental Cash Flow Information
 Fiscal Year2006
    
    
    2007
    
    
    2008Interest paid
    
    $
    1,422
    
    
    $
    318
    
    
    $
    325Income taxes paid
    
    $
    25,318
    
    
    $
    35,581
    
    
    $
    38,630
 Inventories
 Franchise Fees
  Gift Cards and Certificates
 Vendor Rebates
 Landlord Contributions
 Catalog
 Marketing Expenses
  F-7




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##### Table of Contents



Contingent Rental Expense
 Property, Plant and Equipment
 Asset Class
    
    Estimated Useful LivesBuildings and improvements
    
    25 yearsEquipment
    
    3-10 yearsFurniture and fixtures
    
    10 yearsLeasehold improvements
    
    Generally 10 years
  Other Noncurrent Assets
 Long-Lived Assets
 Fair Value of Financial Instruments
 Net Sales
 Classification of Expenses
 Lease Accounting
  F-8




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##### Table of Contents



Store Opening Costs
 Income Taxes
  Earnings Per Share (EPS)
 Fiscal Year2006
    
    
    2007
    
    
    2008Weighted average shares outstanding for basic EPS
    
    
    17,981
    
    
    
    18,128
    
    
    
    18,214Dilutive effect of stock options
    
    
    361
    
    
    
    292
    
    
    
    231Weighted average shares outstanding for diluted EPS
    
    
    18,342
    
    
    
    18,420
    
    
    
    18,445
  Performance-Based Incentive Plans
 Healthcare Costs
 Recently
Issued Accounting Standards 
  F-9




---



##### Table of Contents



2. INVENTORIES:
  February 2, 2008
    
    
    January 31, 2009Finished goods, net
    
    $
    196,547
    
    
    $
    199,886Raw materials
    
    
    10,278
    
    
    
    9,356Total inventories, net
    
    $
    206,825
    
    
    $
    209,242
 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS:
  February 2, 2008
    
    
    January 31, 2009Landlord contributions receivable
    
    $
    7,153
    
    
    $
    4,201Prepaid rents
    
    
    3,898
    
    
    
    4,351Prepaid expenses and other current assets
    
    
    7,542
    
    
    
    9,224Total prepaid expenses and other current assets, net
    
    $
    18,593
    
    
    $
    17,776
  F-10




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##### Table of Contents



4. PROPERTY, PLANT AND EQUIPMENT:
  February 2, 2008
    
    
    January 31, 2009Land
    
    $
    349
    
    
    $
    1,819Buildings and improvements
    
    
    11,957
    
    
    
    14,608Leasehold improvements
    
    
    110,321
    
    
    
    119,848Furniture and fixtures
    
    
    66,733
    
    
    
    74,077Equipment and other
    
    
    37,201
    
    
    
    41,498226,561
    
    
    
    251,850Less: accumulated depreciation and amortization
    
    
    (100,326
    )
    
    
    (118,262
    )Property, plant and equipment, net
    
    $
    126,235
    
    
    $
    133,588
  5. ACCRUED EXPENSES:
  February 2, 2008
    
    
    January 31, 2009Accrued compensation and benefits
    
    $
    16,701
    
    
    $
    18,018Gift cards and certificates payable
    
    
    11,516
    
    
    
    11,538Accrued property, plant and equipment
    
    
    7,717
    
    
    
    2,289Accrued federal and state income tax
    
    
    14,118
    
    
    
    11,116Current portion of lease obligations
    
    
    7,344
    
    
    
    8,265Accrued advertising expenses
    
    
    1,881
    
    
    
    7,156Other accrued expenses
    
    
    12,873
    
    
    
    16,410Total
    
    $
    72,150
    
    
    $
    74,792
   F-11




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##### Table of Contents



6. LONG-TERM DEBT AND CREDIT AGREEMENT:
    7. INCOME TAXES:
  Fiscal Year2006
    
    
    2007
    
    
    2008Federal:Current
    
    $
    26,074
    
    
    $
    31,038
    
    
    $
    30,222Deferred
    
    
    (2,214
    )
    
    
    (2,427
    )
    
    
    1,441State:Current
    
    
    5,372
    
    
    
    6,002
    
    
    
    6,193Deferred
    
    
    (297
    )
    
    
    (448
    )
    
    
    (298
    )Provision for income taxes
    
    $
    28,935
    
    
    $
    34,165
    
    
    $
    37,558
  Fiscal Year2006
    
    
    2007
    
    
    2008Computed federal tax provision at statutory rates
    
    $
    25,255
    
    
    $
    29,517
    
    
    $
    33,588State income taxes, net of federal income tax
effect
    
    
    3,298
    
    
    
    3,610
    
    
    
    3,832Non-deductible compensation
    
    
    957
    
    
    
    1,016
    
    
    
    Change in tax reserves
    
    
    (681
    )
    
    
    (108
    )
    
    
    45Other, net
    
    
    106
    
    
    
    130
    
    
    
    93Provision for income taxes
    
    $
    28,935
    
    
    $
    34,165
    
    
    $
    37,558
  F-12




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##### Table of Contents



February 2, 2008
    
    
    January 31, 2009Deferred tax assets:Current accrued liabilities and other
    
    $
    3,421
    
    
    $
    4,604Noncurrent lease obligations
    
    
    22,710
    
    
    
    20,684Noncurrent accrued liabilities and other
    
    
    377
    
    
    
    47326,508
    
    
    
    25,761Deferred tax liabilities:Current inventories
    
    
    (8,790
    )
    
    
    (9,647
    )Current prepaid expenses and other current assets
    
    
    (1,319
    )
    
    
    (1,561
    )Noncurrent property, plant and equipment
    
    
    (24,297
    )
    
    
    (23,762
    )(34,406
    )
    
    
    (34,970
    )Net deferred tax liability
    
    $
    (7,898
    )
    
    $
    (9,209
    )
  Fiscal Year2007
    
    
    2008Balance at February 2, 2008
    
    $
    817
    
    
    $
    709Increases related to prior year tax positions
    
    
    190
    
    
    
    421Expiration of the statue of limitations for the assessment of taxes
    
    
    (298
    )
    
    
    (376
    )Balance at January 31, 2009
    
    $
    709
    
    
    $
    754
     F-13




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##### Table of Contents



8. BENEFIT PLANS
 Defined Benefit Pension & Post-Retirement Plans
   Pension Benefits
    
    
    Postretirement BenefitsFiscal Year
    
    
    Fiscal Year2007
    
    
    2008
    
    
    2007
    
    
    2008Accumulated benefit obligation
    
    $
    667
    
    
    $
    792
    
    
    $
    492
    
    
    $
    111Fair value of plan assets
    
    
    670
    
    
    
    819
    
    
    
    
    
    
    
    Funded status
    
    
    3
    
    
    
    27
    
    
    
    (492
    )
    
    
    (111
    )Accrued (prepaid) benefit
cost recognized in the
balance sheets
    
    $
    (3
    )
    
    $
    (27
    )
    
    $
    492
    
    
    $
    111
   F-14




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##### Table of Contents



Profit Sharing Plan
 Deferred Compensation Plan
 9. COMMITMENTS AND CONTINGENCIES:
       F-15




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##### Table of Contents



Employment Agreements and Performance-Based Incentive Compensation
 Lease Obligations
  F-16




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##### Table of Contents



Fiscal Year
    
    Amount2009
    
    $
    55,1292010
    
    
    53,8712011
    
    
    51,8802012
    
    
    48,8792013
    
    
    44,100Thereafter
    
    
    96,511Total
    
    $
    350,370
    Inventories
 Other
 10. INCENTIVE STOCK OPTION PLAN:
   F-17




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##### Table of Contents



Fiscal Year 2006
    
    
    Fiscal Year 2007
    
    
    Fiscal Year 2008Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at beginning
of year
    
    
    1,334
    
    
    $
    10.34
    
    
    
    578
    
    
    $
    11.06
    
    
    
    439
    
    
    $
    10.32Granted
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Exercised
    
    
    (756
    )
    
    $
    9.79
    
    
    
    (139
    )
    
    $
    13.39
    
    
    
    (112
    )
    
    $
    13.75Canceled
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Outstanding at end of year
    
    
    578
    
    
    $
    11.06
    
    
    
    439
    
    
    $
    10.32
    
    
    
    327
    
    
    $
    9.15
 Share-Based Payment
   F-18




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##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageContractual
    
    
    Exercise
    
    
    
    
    
    
    ExerciseNumber
    
    
    Life
    
    
    Price
    
    
    Number
    
    
    PriceRange of Exercise Prices
    
    Outstanding
    
    
    per Share
    
    
    per Share
    
    
    Exercisable
    
    
    per Share$0  $5.00
    
    
    112
    
    
    
    2.27
    
    
    $
    3.38
    
    
    
    112
    
    
    $
    3.38$5.01  $10.00
    
    
    158
    
    
    
    4.10
    
    
    $
    9.82
    
    
    
    158
    
    
    $
    9.82$15.01  $20.00
    
    
    39
    
    
    
    4.95
    
    
    $
    16.97
    
    
    
    39
    
    
    $
    16.97$20.01  $25.00
    
    
    18
    
    
    
    5.67
    
    
    $
    22.17
    
    
    
    18
    
    
    $
    22.17Total
    
    
    327
    
    
    
    3.66
    
    
    $
    9.15
    
    
    
    327
    
    
    $
    9.15
 11. RIGHTS AGREEMENT:
  th
   F-19




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##### Table of Contents



12. SEGMENT REPORTING:
     DirectFiscal Year 2006 (d)
    
    Stores
    
    
    Marketing
    
    
    Other
    
    
    TotalNet sales(a)
    
    $
    479,305
    
    
    $
    55,173
    
    
    $
    11,907
    
    
    $
    546,385Depreciation and amortization
    
    
    13,363
    
    
    
    77
    
    
    
    2,369
    
    
    
    15,809Operating income(b)
    
    
    105,566
    
    
    
    21,420
    
    
    
    (53,891
    )
    
    
    73,095Capital expenditures(c)
    
    
    29,021
    
    
    
    41
    
    
    
    2,079
    
    
    
    31,141
 DirectFiscal Year 2007 (d)
    
    Stores
    
    
    Marketing
    
    
    Other
    
    
    TotalNet sales(a)
    
    $
    530,648
    
    
    $
    61,293
    
    
    $
    12,069
    
    
    $
    604,010Depreciation and amortization
    
    
    15,941
    
    
    
    80
    
    
    
    2,456
    
    
    
    18,477Operating income(b)
    
    
    113,583
    
    
    
    23,864
    
    
    
    (54,696
    )
    
    
    82,751Capital expenditures(c)
    
    
    26,243
    
    
    
    31
    
    
    
    1,422
    
    
    
    27,696
 DirectFiscal Year 2008
    
    Stores
    
    
    Marketing
    
    
    Other
    
    
    TotalNet sales(a)
    
    $
    623,095
    
    
    $
    61,177
    
    
    $
    11,636
    
    
    $
    695,908Depreciation and amortization
    
    
    18,098
    
    
    
    75
    
    
    
    2,436
    
    
    
    20,609Operating income(b)
    
    
    129,677
    
    
    
    24,532
    
    
    
    (58,720
    )
    
    
    95,489Capital expenditures(c)
    
    
    33,669
    
    
    
    36
    
    
    
    1,400
    
    
    
    35,105
 
 (a)
    
    Direct Marketing net sales represent catalog and Internet sales. Net sales from segments
below the quantitative thresholds are attributable primarily to three operating segments of
the Company. Those segments are outlet stores, franchise stores and regional tailor shops.
None of these segments have ever met any of the quantitative thresholds for determining
reportable segments and are included in Other.(b)
    
    Operating income for the Stores and Direct Marketing segments represents profit before
allocations of overhead from the corporate office and the distribution centers, interest and
income taxes. Operating income for Other consists primarily of costs included in general
and administrative costs. Total operating income represents profit before interest and income
taxes.  F-20




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##### Table of Contents



(c)
    
    Capital expenditures include purchases of property, plant and equipment made for the
reportable segment.(d)
    
    The Company has revised this disclosure to allocate certain sales from the Direct Marketing
segment to the Stores segment to make it consistent with the fiscal year 2008 presentation.
The resulting increases in the Stores segment for fiscal year 2006 were $1.1 million and $0.4
million in sales and operating income, respectively, and for fiscal year 2007 were $2.3
million and $0.9 million in sales and operating income, respectively. These increases were
offset by corresponding decreases in the Direct Marketing segment. 13. RELATED PARTY TRANSACTIONS:
  14. QUARTERLY FINANCIAL INFORMATION (Unaudited):
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(In thousands, except per share amounts)Fiscal Year 2007Net sales
    
    $
    129,533
    
    
    $
    134,278
    
    
    $
    131,304
    
    
    $
    208,895
    
    
    $
    604,010Gross profit
    
    
    81,080
    
    
    
    83,747
    
    
    
    83,625
    
    
    
    130,194
    
    
    
    378,646Operating income
    
    
    13,802
    
    
    
    13,516
    
    
    
    11,497
    
    
    
    43,936
    
    
    
    82,751Net income
    
    
    8,358
    
    
    
    8,206
    
    
    
    7,096
    
    
    
    26,508
    
    
    
    50,168Diluted income per common share
    
    $
    0.45
    
    
    $
    0.44
    
    
    $
    0.38
    
    
    $
    1.45
    
    
    $
    2.72Fiscal Year 2008Net sales
    
    $
    145,404
    
    
    $
    152,734
    
    
    $
    149,274
    
    
    $
    248,496
    
    
    $
    695,908Gross profit
    
    
    90,980
    
    
    
    95,238
    
    
    
    94,294
    
    
    
    150,442
    
    
    
    430,954Operating income
    
    
    16,838
    
    
    
    14,778
    
    
    
    13,854
    
    
    
    50,019
    
    
    
    95,489Net income
    
    
    9,831
    
    
    
    8,869
    
    
    
    9,299
    
    
    
    30,409
    
    
    
    58,408Diluted income per common share
    
    $
    0.53
    
    
    $
    0.48
    
    
    $
    0.50
    
    
    $
    1.66
    
    
    $
    3.17
  F-21




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##### Table of Contents



SIGNATURES
   JOS. A. BANK CLOTHIERS, INC.
(registrant)By:
    /s/ R. NEAL BLACKR. NEAL BLACKPRESIDENT AND CHIEF EXECUTIVE OFFICER  Name
    
    Title
    
    Date/s/ R. NEAL BLACK
    
    Director, President and Chief Executive Officer
(Principal Executive Officer)
    
    April 8, 2009/s/ DAVID E. ULLMAN
    
    Executive Vice President, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
    
    April 8, 2009/s/ ROBERT N. WILDRICK
    
    Director, Chairman of the Board
    
    April 8, 2009/s/ ANDREW A. GIORDANO
    
    Director, Chairman Emeritus and Lead Director
    
    April 8, 2009/s/ JAMES H. FERSTL
    
    Director
    
    April 8, 2009/s/ GARY S. GLADSTEIN
    
    Director
    
    April 8, 2009/s/ WILLIAM E. HERRON
    
    Director
    
    April 8, 2009/s/ HENRY HOMES, III
    
    Director
    
    April 8, 2009/s/ SIDNEY H. RITMAN
    
    Director
    
    April 8, 2009




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##### Table of Contents



Exhibits Index
 3.1
    
    
    
    Certificate of Amendment of the Restated Certificate of Incorporation of the
Company and the Restated Certificate of Incorporation of the Company.*(13)3.2
    
    
    
    Amended and Restated By-Laws of the Company as of April 15, 2003.*(7)4.1
    
    
    
    Form of Common Stock certificate.*(1)4.2
    
    
    
    Rights Agreement, dated as of September 6, 2007, including Exhibit B thereto
(the form of Right Certificate).*(14)4.3
    
    
    
    Certificate Eliminating Reference to Series A Preferred Stock from Restated
Certificate of Incorporation of Company.*(15)4.4
    
    
    
    Certificate of Designation of Series A Junior Participating Preferred Stock.*(15)10.1
    
    
    
    1994 Incentive Plan.*(1)10.1(a)
    
    
    
    Amendments, dated as of October 6, 1997, to Incentive Plan.*(2)10.2
    
    
    
    Amended and Restated Credit Agreement, dated as of January 6, 2004, by and among
the Company, certain Lenders which are signatories thereto and Wells Fargo
Retail Finance II, LLC, as agent for such Lenders.*(8)10.2(a)
    
    
    
    Second Amendment to Amended and Restated Credit Agreement, dated as of January
6, 2004, by and among the Company, certain Lenders which are signatories thereto
and Wells Fargo Retail Finance II, LLC, as agent for such Lenders.*(11)10.3
    
    
    
    Amended and Restated Employment Agreement, dated as of May 15, 2002, between
David E. Ullman and Jos. A. Bank Clothiers, Inc.*(5)10.3(a)
    
    
    
    Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(16)10.3(b)
    
    
    
    Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(19)10.4
    
    
    
    Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation Trust Agreement,
dated January 20, 2004.*(10)10.5
    
    
    
    Employment Agreement, dated as of January 30, 2009, between James W. Thorne and
Jos. A. Bank Clothiers, Inc.*(19)10.6
    
    
    
    Amended and Restated Employment Agreement, dated May 15, 2002, by and between
Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(5)10.6(a)
    
    
    
    Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(16)10.6(b)
    
    
    
    Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(19)10.7
    
    
    
    Employment Agreement, dated as of November 1, 1999, between Robert N. Wildrick
and Jos. A. Bank Clothiers, Inc.*(3)10.7(a)
    
    
    
    Fourth Amendment, dated as of September 9, 2008, to Employment Agreement, dated
as of November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank
Clothiers, Inc.*(18)10.7(b)
    
    
    
    Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick
and Jos. A. Bank Clothiers, Inc.*(18)10.8
    
    
    
    Employment Agreement, dated as of November 30, 1999, by and between Robert
Hensley and Jos. A. Bank Clothiers, Inc.*(3)




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##### Table of Contents



10.8(a)
    
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    First Amendment, dated as of January 1, 2000, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(4)10.8(b)
    
    
    
    Fourth Amendment, dated as of May 28, 2002, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(5)10.8(c)
    
    
    
    Ninth Amendment, dated as of April 9, 2008, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(16)10.8(d)
    
    
    
    Tenth Amendment, dated as of April 7, 2009, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(19)10.9
    
    
    
    Employment Agreement, dated as of September 9, 2008, by and between R. Neal
Black and Jos. A. Bank Clothiers, Inc.*(18)10.10
    
    
    
    Employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers,
Inc. to Jerry DeBoer.*(4)10.10(a)
    
    
    
    Written description of 2008 base salary for Jerry DeBoer.*(16)10.11
    
    
    
    Employment Agreement, dated as of June 3, 2008, between Gary Merry and Jos. A.
Bank Clothiers, Inc.*(17)10.11(a)
    
    
    
    First Amendment, dated as of April 7, 2009 to Employment Agreement, dated as of
June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(19)10.12
    
    
    
    2002 Long-Term Incentive Plan.*(6)10.13
    
    
    
    Form of stock option agreement under the 2002 Long-Term Incentive Plan.*(9)10.14
    
    
    
    Collective Bargaining Agreement, dated March 1, 2006, by and between Joseph A.
Bank Mfg. Co., Inc. and UNITE HERE MID-ATLANTIC REGIONAL JOINT BOARD.*(12)21.1
    
    
    
    Company subsidiaries.*(10)23.1
    
    
    
    Consent of Deloitte & Touche LLP.*(19)31.1
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(19)31.2
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(19)32.1
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(19)32.2
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(19)
 
 *(1)
    
    Incorporated by reference to the Companys Registration Statement on Form
S-1 filed May 3, 1994.*(2)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 1998.*(3)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended October 30, 1999.*(4)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 2001.*(5)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 4, 2002.*(6)
    
    Incorporated by reference to the Companys Definitive Proxy Statement on
Schedule 14(A) filed May 20, 2002.




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##### Table of Contents



*(7)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 1, 2003.*(8)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 2004.*(9)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 7, 2005.*(10)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 29, 2005.*(11)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended April 29, 2006.*(12)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 4, 2006.*(13)
    
    Incorporated by reference to Amendment No. 1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended July 29, 2006.*(14)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 6, 2007.*(15)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 20, 2007.*(16)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 2, 2008.*(17)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 3, 2008.*(18)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 9, 2008.*(19)
    
    Filed herewith
    
    Exhibit represents a management contract or compensatory plan or arrangement.