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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 1, 2010.
 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
(State or other jurisdiction of incorporation or organization)
    
    36-3189198
(I.R.S. Employer Identification Number)500 Hanover Pike, Hampstead, MD
(Address of Principal Executive Offices)
    
    21074-2095
(Zip Code)
 410-239-2700
 None
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if smaller reporting company)
    
    Smaller reporting company o
 o þ
  Class
    
    Outstanding as of May 26, 2010Common Stock, $.01 par value
    
    18,351,162




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##### 



JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 Page No.Part I. Financial InformationItem 1. Unaudited Condensed Consolidated Financial Statements
    
    
    3Condensed Consolidated Statements of Income  Three Months ended 
May 2, 2009 and May 1, 2010
    
    
    3Condensed Consolidated Balance Sheets  as of January 30, 2010 and May 1, 2010
    
    
    4Condensed Consolidated Statements of Cash Flows  Three Months ended 
May 2, 2009 and May 1, 2010
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20Part II. Other Information
    
    
    21Item 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    22Item 6. Exhibits
    
    
    22Signature
    
    
    23Exhibit Index
    
    
    24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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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 2, 2009
    
    
    May 1, 2010Net sales
    
    $
    161,925
    
    
    $
    178,125Cost of goods sold
    
    
    63,471
    
    
    
    64,809Gross profit
    
    
    98,454
    
    
    
    113,316Operating expenses:Sales and marketing, including occupancy costs
    
    
    64,945
    
    
    
    70,519General and administrative
    
    
    14,660
    
    
    
    16,736Total operating expenses
    
    
    79,605
    
    
    
    87,255Operating income
    
    
    18,849
    
    
    
    26,061Other income (expense):Interest income
    
    
    69
    
    
    
    115Interest expense
    
    
    (98
    )
    
    
    (90
    )Total other income (expense)
    
    
    (29
    )
    
    
    25Income before provision for income taxes
    
    
    18,820
    
    
    
    26,086Provision for income taxes
    
    
    7,365
    
    
    
    10,278Net income
    
    $
    11,455
    
    
    $
    15,808Per share information:Earnings per share:Basic
    
    $
    0.63
    
    
    $
    0.86Diluted
    
    $
    0.62
    
    
    $
    0.85Weighted average shares outstanding:Basic
    
    
    18,291
    
    
    
    18,351Diluted
    
    
    18,504
    
    
    
    18,545
   3




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 January 30, 2010
    
    
    May 1, 2010(Audited)
    
    
    (Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    21,853
    
    
    $
    46,649Short-term investments
    
    
    169,736
    
    
    
    139,689Accounts receivable, net
    
    
    5,860
    
    
    
    15,481Inventories:Finished goods
    
    
    209,443
    
    
    
    213,364Raw materials
    
    
    8,878
    
    
    
    8,838Total inventories
    
    
    218,321
    
    
    
    222,202Prepaid expenses and other current assets
    
    
    16,035
    
    
    
    16,303Total current assets
    
    
    431,805
    
    
    
    440,324NONCURRENT ASSETS:Property, plant and equipment, net
    
    
    124,139
    
    
    
    126,259Other noncurrent assets
    
    
    420
    
    
    
    524Total assets
    
    $
    556,364
    
    
    $
    567,107LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    18,225
    
    
    $
    30,701Accrued expenses
    
    
    85,256
    
    
    
    69,665Deferred tax liability  current
    
    
    5,064
    
    
    
    5,064Total current liabilities
    
    
    108,545
    
    
    
    105,430NONCURRENT LIABILITIES:Deferred rent
    
    
    51,853
    
    
    
    50,582Deferred tax liability  noncurrent
    
    
    1,608
    
    
    
    795Other noncurrent liabilities
    
    
    1,048
    
    
    
    1,182Total liabilities
    
    
    163,054
    
    
    
    157,989COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock
    
    
    183
    
    
    
    183Additional paid-in capital
    
    
    83,249
    
    
    
    83,249Retained earnings
    
    
    309,823
    
    
    
    325,631Accumulated other comprehensive income
    
    
    55
    
    
    
    55Total stockholders equity
    
    
    393,310
    
    
    
    409,118Total liabilities and stockholders equity
    
    $
    556,364
    
    
    $
    567,107
   4




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
 Three Months EndedMay 2, 2009
    
    
    May 1, 2010Cash flows from operating activities:Net income
    
    $
    11,455
    
    
    $
    15,808Adjustments
to reconcile net income to net cash used in operating activities:Depreciation and amortization
    
    
    5,433
    
    
    
    5,856Loss on disposals of property, plant and equipment
    
    
    36
    
    
    
    23Increase (decrease) in deferred taxes
    
    
    192
    
    
    
    (813
    )Net increase in operating working capital and other components
    
    
    (23,066
    )
    
    
    (22,147
    )Net cash used in operating activities
    
    
    (5,950
    )
    
    
    (1,273
    )Cash flows from investing activities:Capital expenditures
    
    
    (4,942
    )
    
    
    (3,978
    )Proceeds from disposal of fixed assets
    
    
    
    
    
    
    Net proceeds from short-term investments
    
    
    
    
    
    
    30,047Net cash provided by (used in) investing activities
    
    
    (4,942
    )
    
    
    26,069Cash flows from financing activities:Income tax benefit from exercise of stock options
    
    
    
    
    
    
    Net proceeds from exercise of stock options
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (10,892
    )
    
    
    24,796Cash and cash equivalents  beginning of period
    
    
    122,875
    
    
    
    21,853Cash and cash equivalents  end of period
    
    $
    111,983
    
    
    $
    46,649
   5




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  1. BASIS OF PRESENTATION
    Fiscal year 2005
    
    January 28, 2006Fiscal year 2006
    
    February 3, 2007Fiscal year 2007
    
    February 2, 2008Fiscal year 2008
    
    January 31, 2009Fiscal year 2009
    
    January 30, 2010Fiscal year 2010
    
    January 29, 2011
   2. SIGNIFICANT ACCOUNTING POLICIES
 Cash and Cash Equivalents
 Short-term Investments
 Inventories
  6




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Vendor Rebates
 Landlord Contributions
 Recently Issued Accounting Standards
   7




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3. SUPPLEMENTAL CASH FLOW DISCLOSURE
  Three Months EndedMay 2, 2009
    
    
    May 1, 2010Increase in accounts receivable
    
    $
    (2,163
    )
    
    $
    (9,621
    )Increase in inventories
    
    
    (826
    )
    
    
    (3,881
    )(Increase) decrease in prepaids and other assets
    
    
    937
    
    
    
    (372
    )Increase (decrease) in accounts payable
    
    
    (3,815
    )
    
    
    12,476Decrease in accrued expenses
    
    
    (16,558
    )
    
    
    (19,612
    )Decrease in deferred rent and other noncurrent liabilities
    
    
    (641
    )
    
    
    (1,137
    )Net increase in operating working capital and other components
    
    $
    (23,066
    )
    
    $
    (22,147
    )
  Three Months EndedMay 2, 2009
    
    
    May 1, 2010Interest paid
    
    $
    92
    
    
    $
    86Income taxes paid
    
    $
    19,490
    
    
    $
    26,585
  4. EARNINGS PER SHARE
  Three Months EndedMay 2, 2009
    
    
    May 1, 2010Weighted average shares
outstanding for basic EPS
    
    
    18,291
    
    
    
    18,351Dilutive effect of common stock
equivalents
    
    
    213
    
    
    
    194Weighted average shares
outstanding for diluted EPS
    
    
    18,504
    
    
    
    18,545
   8




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5. INCOME TAXES
     6. SEGMENT REPORTING
     9




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Three months ended May 1, 2010
 Corporate andStores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    159,812
    
    
    $
    15,336
    
    
    $
    2,977
    
    
    $
    178,125Depreciation and amortization
    
    
    5,069
    
    
    
    115
    
    
    
    672
    
    
    
    5,856Operating income (loss)(b)
    
    
    37,855
    
    
    
    6,321
    
    
    
    (18,115
    )
    
    
    26,061Capital expenditures (c)
    
    
    2,404
    
    
    
    47
    
    
    
    1,527
    
    
    
    3,978
 Three months ended May 2, 2009
 Corporate andStores
    
    
    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
 (a)
    
    Stores net sales represent all Full-line Store sales. Direct Marketing net sales
represent catalog call center and Internet sales. Net sales from segments below the GAAP
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 Corporate and 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 (four wall contribution). Total Company shipping costs to
customers of approximately $1.8 million and $2.3 million for the first quarter of fiscal
years 2009 and 2010, respectively, which primarily related to the Direct Marketing segment,
were recorded to Sales and marketing, including occupancy costs in the Consolidated
Statements of Income. Operating income (loss) for Corporate and 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 payments for property, plant and equipment made for the
reportable segment. 7. LEGAL MATTERS
   10




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview 
 
    
    10.0% increase in net sales, driven by a 11.2% increase in the Stores segment
partially offset by a 0.6% decrease in the Direct Marketing segment;
    
    10.4% increase in comparable store sales;
    
    280 basis point increase in gross profit margins, with the Direct Marketing
Segment increasing more than the overall Company;
    
    50 basis point decrease in sales and marketing costs as a percentage of sales
driven primarily by the leveraging of occupancy and payroll costs, partially offset by
higher advertising and marketing costs and other variable selling costs as a percentage
of sales; and
    
    30 basis point increase in general and administrative costs as a percentage of
sales.
     Critical Accounting Policies and Estimates 
  13




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Inventory.
   Asset Valuation.
 Lease Accounting.
   14




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Recently Issued Accounting Standards
  Results of Operations
  Percentage of Net SalesThree Months EndedMay 2, 2009
    
    
    May 1, 2010Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    39.2
    
    
    
    36.4Gross profit
    
    
    60.8
    
    
    
    63.6Sales and marketing expenses
    
    
    40.1
    
    
    
    39.6General and administrative expenses
    
    
    9.1
    
    
    
    9.4Total operating expenses
    
    
    49.2
    
    
    
    49.0Operating income
    
    
    11.6
    
    
    
    14.6Total other income
    
    
    
    
    
    
    Income before provision for income
taxes
    
    
    11.6
    
    
    
    14.6Provision for income taxes
    
    
    4.5
    
    
    
    5.8Net income
    
    
    7.1
    %
    
    
    8.9
    %
 Net Sales
    15




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Three Months EndedMay 2, 2009
    
    
    May 1, 2010Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*Stores open at the
beginning of the period
    
    
    460
    
    
    
    2,091
    
    
    
    473
    
    
    
    2,131Stores opened
    
    
    3
    
    
    
    13
    
    
    
    3
    
    
    
    11Stores closed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stores open at the
end of the period
    
    
    463
    
    
    
    2,104
    
    
    
    476
    
    
    
    2,142
 
 *
    
    Square feet is presented in thousands and excludes the square footage of the Companys
franchise stores. Gross profit
  Sales and Marketing Expenses
   16




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General and Administrative Expenses
  Other Income (Expense)
 Income Taxes
 Seasonality
 Liquidity and Capital Resources
  Three Months EndedMay 2, 2009
    
    
    May 1, 2010Cash provided by (used in):Operating activities
    
    $
    (5,950
    )
    
    $
    (1,273
    )Investing activities
    
    
    (4,942
    )
    
    
    26,069Financing activities
    
    
    
    
    
    
    Net increase (decrease) in cash and
cash equivalents
    
    $
    (10,892
    )
    
    $
    24,796
   17




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AmountsAmounts
    
    
    CollectedCollected in
    
    
    YTD in
    
    
    AmountsNegotiated
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    OutstandingAmounts
    
    
    2009
    
    
    2010
    
    
    May 1, 2010(in thousands)Full Fiscal Year 2009 Store
Openings (14 Stores)
    
    $
    2,829
    
    
    $
    2,170
    
    
    $
    572
    
    
    $
    87First Quarter Fiscal Year 2010
Store Openings (3 Stores)
    
    
    338
    
    
    
    
    
    
    
    30
    
    
    
    308$
    3,167
    
    
    $
    2,170
    
    
    $
    602
    
    
    $
    395
    18




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Off-Balance Sheet Arrangements
 Disclosures about Contractual Obligations and Commercial Commitments
   Payments Due by Fiscal Year(in thousands)Beyond2010
    
    
    2011-2013
    
    
    2014-2015
    
    
    2015
    
    

Total (d)Operating leases (a) (b)
    
    $
    58,224
    
    
    $
    165,396
    
    
    $
    74,619
    
    
    $
    65,827
    
    
    $
    364,066Related Party Agreement (c)
    
    
    825
    
    
    
    825
    
    
    
    
    
    
    
    
    
    
    
    1,650License agreement (e)
    
    
    165
    
    
    
    495
    
    
    
    330
    
    
    
    
    
    
    
    990
 
 (a)
    
    Includes various lease agreements for stores to be opened and equipment placed in
service subsequent to May 1, 2010.(b)
    
    Excludes contingent rent and other lease costs.(c)
    
    Relates to consulting agreement with the Companys current Chairman of the Board to
consult on matters of strategic planning and initiatives.(d)
    
    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.(e)
    
    Related to an agreement with David Leadbetter, a golf professional, which allows
the Company to produce golf and other apparel under his name. Cautionary Statement
   19




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Limitations on Control Systems.
 Disclosure Controls and Procedures.
  Changes in Internal Control over Financial Reporting
  20




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
       21




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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.
  22




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SIGNATURE
  Dated:  June 2, 2010
    Jos. A. Bank Clothiers, Inc.
(Registrant)/s/ R. NEAL BLACKR. Neal BlackPresident and Chief Executive Officer  23




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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.
  24