##### Table of Contents



United States Securities and Exchange Commission
 Washington, DC 20549
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended May 2, 2009.
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number 0-23874
 Jos. A. Bank Clothiers, Inc.
  Delaware
    
    36-3189198(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)500 Hanover Pike, Hampstead, MD
    
    21074-2095(Address of Principal Executive Offices)
    
    (Zip Code)
 410-239-2700
 None
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
  o þ
  Class
    
    Outstanding as of May 28, 2009Common Stock, $.01 par value
    
    18,290,977




---



##### 



JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 Index
 Page No.Part I. Financial InformationItem 1. Unaudited Condensed Consolidated Financial Statements
    
    
    3Condensed Consolidated Statements of Income  Three Months ended
May 3, 2008 and May 2, 2009
    
    
    3Condensed Consolidated Balance Sheets  as of January 31, 2009 and May 2, 2009
    
    
    4Condensed Consolidated Statements of Cash Flows  Three Months ended
May 3, 2008 and May 2, 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19Part II. Other Information
    
    
    20Item 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    21Item 6. Exhibits
    
    
    21Signature
    
    
    21Exhibit Index
    
    
    22Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Unaudited Condensed Consolidated Financial Statements
 JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Income
   Three Months EndedMay 3, 2008
    
    
    May 2, 2009Net sales
    
    $
    145,404
    
    
    $
    161,925Cost of goods sold
    
    
    54,424
    
    
    
    63,471Gross Profit
    
    
    90,980
    
    
    
    98,454Operating expenses:Sales and marketing, including occupancy costs
    
    
    60,935
    
    
    
    64,945General and administrative
    
    
    13,207
    
    
    
    14,660Total operating expenses
    
    
    74,142
    
    
    
    79,605Operating income
    
    
    16,838
    
    
    
    18,849Other income (expense):Interest income
    
    
    303
    
    
    
    69Interest expense
    
    
    (94
    )
    
    
    (98
    )Total other income (expense)
    
    
    209
    
    
    
    (29
    )Income before provision for income taxes
    
    
    17,047
    
    
    
    18,820Provision for income taxes
    
    
    7,216
    
    
    
    7,365Net income
    
    $
    9,831
    
    
    $
    11,455Earnings per share:Net income per share:Basic
    
    $
    0.54
    
    
    $
    0.63Diluted
    
    $
    0.53
    
    
    $
    0.62Weighted average shares outstanding:Basic
    
    
    18,184
    
    
    
    18,291Diluted
    
    
    18,412
    
    
    
    18,504
   3




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 January 31, 2009
    
    
    May 2, 2009ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    122,875
    
    
    $
    111,983Accounts receivable, net
    
    
    7,404
    
    
    
    9,567Inventories:Finished goods
    
    
    199,886
    
    
    
    202,218Raw materials
    
    
    9,356
    
    
    
    7,850Total inventories
    
    
    209,242
    
    
    
    210,068Prepaid expenses and other current assets
    
    
    17,776
    
    
    
    16,857Total current assets
    
    
    357,297
    
    
    
    348,475NONCURRENT ASSETS:Property, plant and equipment, net
    
    
    133,588
    
    
    
    132,945Other noncurrent assets
    
    
    481
    
    
    
    463Total assets
    
    $
    491,366
    
    
    $
    481,883LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    29,774
    
    
    $
    25,959Accrued expenses
    
    
    74,792
    
    
    
    58,118Deferred tax liability  current
    
    
    6,604
    
    
    
    6,752Total current liabilities
    
    
    111,170
    
    
    
    90,829NONCURRENT LIABILITIES:Deferred rent
    
    
    54,743
    
    
    
    54,130Deferred tax liability  noncurrent
    
    
    2,605
    
    
    
    2,649Other noncurrent liabilities
    
    
    1,035
    
    
    
    1,007Total liabilities
    
    
    169,553
    
    
    
    148,615COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock
    
    
    182
    
    
    
    182Additional paid-in capital
    
    
    82,951
    
    
    
    82,951Retained earnings
    
    
    238,668
    
    
    
    250,123Accumulated other comprehensive gains
    
    
    12
    
    
    
    12Total stockholders equity
    
    
    321,813
    
    
    
    333,268Total liabilities and stockholders equity
    
    $
    491,366
    
    
    $
    481,883
   4




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
   Three Months EndedMay 3, 2008
    
    
    May 2, 2009Cash flows from operating activities:Net income
    
    $
    9,831
    
    
    $
    11,455Adjustments to reconcile net income to net cash used in
operating activities:Depreciation and amortization
    
    
    4,910
    
    
    
    5,433Loss on disposals of property, plant and equipment
    
    
    36
    
    
    
    36Increase in deferred taxes
    
    
    540
    
    
    
    192Net increase in operating working capital and other components
    
    
    (36,010
    )
    
    
    (23,066
    )Net cash used in operating activities
    
    
    (20,693
    )
    
    
    (5,950
    )Cash flows from investing activities:Capital expenditures
    
    
    (7,949
    )
    
    
    (4,942
    )Proceeds from disposal of fixed assets
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (7,949
    )
    
    
    (4,942
    )Cash flows from financing activities:Income tax benefit from exercise of stock options
    
    
    
    
    
    
    Net proceeds from exercise of stock options
    
    
    119
    
    
    
    Net cash provided by financing activities
    
    
    119
    
    
    
    Net decrease in cash and cash equivalents
    
    
    (28,523
    )
    
    
    (10,892
    )Cash and cash equivalents  beginning of period
    
    
    82,082
    
    
    
    122,875Cash and cash equivalents  end of period
    
    $
    53,559
    
    
    $
    111,983
   5




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   1.
    
    BASIS OF PRESENTATION
    Fiscal 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
   2.
    
    SIGNIFICANT ACCOUNTING POLICIES
 Inventories
 Vendor Rebates
 Landlord Contributions
  6




---



##### Table of Contents



Recently Issued Accounting Standards
   3.
    
    SUPPLEMENTAL CASH FLOW DISCLOSURE
  Three Months EndedMay 3, 2008
    
    
    May 2, 2009Increase in accounts receivable
    
    $
    (7,057
    )
    
    $
    (2,163
    )Increase in inventories
    
    
    (3,485
    )
    
    
    (826
    )(Increase) decrease in prepaids and other assets
    
    
    (1,346
    )
    
    
    937Decrease in accounts payable
    
    
    (9,237
    )
    
    
    (3,815
    )Decrease in accrued expenses and other liabilities
    
    
    (16,133
    )
    
    
    (16,558
    )Increase (decrease) in deferrred rent and other noncurrent
liabilities
    
    
    1,248
    
    
    
    (641
    )Net increase in operating working capital and other components
    
    $
    (36,010
    )
    
    $
    (23,066
    )
  Three Months EndedMay 3, 2008
    
    
    May 2, 2009Interest paid
    
    $
    63
    
    
    $
    92Income taxes paid
    
    $
    22,889
    
    
    $
    19,490
  7




---



##### Table of Contents



4.
    
    EARNINGS PER SHARE
  Three Months EndedMay 3, 2008
    
    
    May 2, 2009Weighted average shares
outstanding for basic EPS
    
    
    18,184
    
    
    
    18,291Dilutive effect of common stock
equivalents
    
    
    228
    
    
    
    213Weighted average shares
outstanding for diluted EPS
    
    
    18,412
    
    
    
    18,504
  5.
    
    INCOME TAXES
    8




---



##### Table of Contents



6.
    
    SEGMENT REPORTING
     9




---



##### Table of Contents



Three months ended May 2, 2009
 Stores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    143,771
    
    
    $
    15,426
    
    
    $
    2,728
    
    
    $
    161,925Depreciation and amortization
    
    
    4,780
    
    
    
    11
    
    
    
    642
    
    
    
    5,433Operating income (loss)(b)
    
    
    27,496
    
    
    
    6,452
    
    
    
    (15,099
    )
    
    
    18,849Capital expenditures (c)
    
    
    3,978
    
    
    
    664
    
    
    
    300
    
    
    
    4,942
 Three months ended May 3, 2008
 Stores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    129,042
    
    
    $
    13,767
    
    
    $
    2,595
    
    
    $
    145,404Depreciation and amortization
    
    
    4,282
    
    
    
    20
    
    
    
    608
    
    
    
    4,910Operating income (loss)
(b)
    
    
    25,034
    
    
    
    5,782
    
    
    
    (13,978
    )
    
    
    16,838Capital expenditures (c)
    
    
    7,707
    
    
    
    3
    
    
    
    239
    
    
    
    7,949
 
 (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 (loss) 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. Shipping costs to customers of approximately $1.6 million and
$1.8 million for the first three months of fiscal years 2008 and 2009, respectively, which
primarily related to the Direct Marketing segment, were recorded to Sales and marketing,
including occupancy costs in the Condensed Consolidated Statements of Income. Operating
income (loss) for Other consists primarily of costs included in general and administrative
costs. Total operating income represents profit before interest and income taxes.(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 2009
presentation. The resulting increases in the Stores segment for the first three months of
fiscal year 2008 were $0.4 million and $0.2 million in sales and operating income,
respectively. These increases were offset by corresponding decreases in the Direct Marketing
segment. 7.
    
    LEGAL MATTERS
   10




---



##### Table of Contents



11




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 
 
 
 
     Critical Accounting Policies and Estimates
 Inventory.
  12




---



##### Table of Contents



Asset Valuation.
 Lease Accounting.
  Recently Issued Accounting Standards 
   13




---



##### Table of Contents



Results of Operations
  Percentage of Net SalesThree Months EndedMay 3, 2008
    
    
    May 2, 2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    37.4
    
    
    
    39.2Gross profit
    
    
    62.6
    
    
    
    60.8Sales and marketing expenses
    
    
    41.9
    
    
    
    40.1General and administrative expenses
    
    
    9.1
    
    
    
    9.1Total operating expenses
    
    
    51.0
    
    
    
    49.2Operating income
    
    
    11.6
    
    
    
    11.6Total other income
    
    
    0.1
    
    
    
    Income before provision for income
taxes
    
    
    11.7
    
    
    
    11.6Provision for income taxes
    
    
    5.0
    
    
    
    4.5Net income
    
    
    6.8
    %
    
    
    7.1
    %
 Net Sales
  14




---



##### Table of Contents



Three Months EndedMay 3, 2008
    
    
    May 2, 2009Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*Stores open at the beginning of the period
    
    
    422
    
    
    
    1,935
    
    
    
    460
    
    
    
    2,091Stores opened
    
    
    6
    
    
    
    26
    
    
    
    3
    
    
    
    13Stores closed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stores open at the end of the period
    
    
    428
    
    
    
    1,961
    
    
    
    463
    
    
    
    2,104
 
 *
    
    Square feet is presented in thousands and excludes the square footage of the Companys
franchise stores. Gross profit
  Sales and Marketing Expenses
  General and Administrative Expenses
  15




---



##### Table of Contents



Other Income (Expense)
 Income Taxes
 Seasonality
 Liquidity and Capital Resources
   Three Months EndedMay 3, 2008
    
    
    May 2, 2009Cash provided by (used in):Operating activities
    
    $
    (20,693
    )
    
    $
    (5,950
    )Investing activities
    
    
    (7,949
    )
    
    
    (4,942
    )Financing activities
    
    
    119
    
    
    
    Net decrease in cash and cash equivalents
    
    $
    (28,523
    )
    
    $
    (10,892
    )
  16




---



##### Table of Contents



AmountsAmounts
    
    
    CollectedCollected in
    
    
    YTD in
    
    
    AmountsNegotiated
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    OutstandingAmounts
    
    
    2008
    
    
    2009
    
    
    May 2, 2009(in thousands)Full Fiscal Year 2008 StoreOpenings (40 Stores)
    
    $
    10,513
    
    
    $
    6,373
    
    
    $
    2,938
    
    
    $
    1,202First Quarter Fiscal Year
2009 StoreOpenings (3 Stores)
    
    
    1,131
    
    
    
    
    
    
    
    
    
    
    
    1,131$
    11,644
    
    
    $
    6,373
    
    
    $
    2,938
    
    
    $
    2,333
    17




---



##### Table of Contents



Off-Balance Sheet Arrangements
 Disclosures about Contractual Obligations and Commercial Commitments
   Payments Due by Fiscal Year(in thousands)Beyond2009
    
    
    20102012
    
    
    20132014
    
    
    2014
    
    
    Total (e)Operating leases (a) (b)
    
    $
    54,923
    
    
    $
    158,409
    
    
    $
    81,743
    
    
    $
    65,826
    
    
    $
    360,901Stand-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
May 2, 2009.(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.(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. Cautionary Statement
    18




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Limitations on Control Systems.
 Disclosure Controls and Procedures.
   19




---



##### Table of Contents



Changes in Internal Control over Financial Reporting
 
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
        20




---



##### Table of Contents



Item 1A. Risk Factors
  
 Item 6. Exhibits
  31.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 SIGNATURE
  Dated:  June 2, 2009
    Jos. A. Bank Clothiers, Inc.
(Registrant)/s/ David E. UllmanDavid E. UllmanExecutive Vice President,
Chief Financial Officer
(Principal Financial and Accounting Officer and
Duly Authorized Officer)  21




---



##### Table of Contents



Exhibit Index
  31.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  22