##### Table of Contents

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United States Securities and
Exchange Commission


Washington, DC 20549





---




FORM 10-Q





|x |  | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- |  | ----------------------------------------------------------------------------------------




For the quarterly period ended November 2, 2002





or





| ̈ |  | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- |  | -----------------------------------------------------------------------------------------




For the transition period from
                     to                     .





Commission File Number      0-23874





---




Jos. A. Bank Clothiers, Inc.


(Exact Name of Registrant as specified in its charter)





---




Delaware

5611

36-3189198(State of Incorporation)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification
Number)





500 Hanover Pike, Hampstead, MD

21074-2095(Address of Principal Executive Offices)

(Zip Code)





Registrants Telephone Number, Including Area
Code:    (410) 239-2700





---




None


(Former name or former address, if changed since last report)





---




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.





Yes   x   No  ̈





Indicate the number of shares of each of the issuers classes of common stock, as of the latest practicable date:





Class

Outstanding as of December 10, 2002Common Stock, $.01 par value per share

6,198,848





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##### Table of Contents

Jos. A. Bank Clothiers, Inc.





Index





Page No.Part I. Financial InformationItem 1.

Financial StatementsCondensed Consolidated Statements of OperationsThree and Nine Months ended November 2, 2002 and November 3, 2001

3Condensed Consolidated Balance Sheetsas of November 2, 2002 and February 2, 2002

4Condensed Consolidated Statements of Cash FlowsNine Months ended November 2, 2002 and November 3, 2001

5Notes to Condensed Consolidated Financial Statements

6-10Item 2.

Managements Discussion and Analysis of Results of Operations and Financial Condition

10-15Item 3.

Quantitative and Qualitative Disclosures about Market Risk

15Item 4.

Controls and Procedures

16Part II. Other InformationItem 4.

Submission of Matters to a Vote of Security Holders

17Item 6.

Exhibits and Reports on Form 8-K

17Signature



18Certifications

19-20




2




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##### Table of Contents




PART I.    FINANCIAL INFORMATION





Item 1.    
Condensed Consolidated Financial Statements





JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES





Condensed Consolidated Statements of Operations


(In thousands except per share data)


(Unaudited)





Three Months Ended

Nine Months EndedNovember 3, 2001

November 2, 2002

November 3, 2001

November 2, 2002Net sales

$
50,243

$
57,866

$
143,755

$
165,494Costs and expenses:Cost of goods sold


23,187


25,391


70,401


76,219General and administrative


5,800


6,583


14,700


17,872Sales and marketing


18,564


22,187


53,760


62,516Store opening costs


168


201


364


401One-time charge








210


47,719


54,362


139,435


157,008Operating income


2,524


3,504


4,320


8,486Interest expense, net


435


290


966


835Income before provision for income taxes


2,089


3,214


3,354


7,651Provision for income taxes


773


1,350


1,241


3,114Net income

$
1,316

$
1,864

$
2,113

$
4,537Earnings per share:Net income:Basic

$
0.22

$
0.30

$
0.35

$
0.74Diluted

$
0.21

$
0.26

$
0.34

$
0.65Weighted average shares outstanding:Basic


5,956


6,188


5,956


6,134Diluted


6,172


7,122


6,184


7,007





See accompanying notes







3




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##### Table of Contents

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES





Condensed Consolidated Balance Sheets


(In thousands)





February 2, 2002


November 2, 2002(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents

$
827


$
906Accounts receivable


2,364



4,871Inventories:Raw materials


5,018



4,791Finished goods


59,624



72,375Total inventories


64,642



77,166Prepaid expenses and other current assets


7,126



7,732Total current assets


74,959



90,675Property, plant and equipment, at cost


64,559



71,539Accumulated depreciation and amortization


(32,018
)


(36,077
)Net property, plant and equipment


32,541



35,462Other assets


957



955Total assets

$
108,457


$
127,092LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
16,528


$
27,012Accrued expenses


19,930



20,556Current portion of long-term debt


744



1,204Total current liabilities


37,202



48,772Noncurrent Liabilities:Long-term debt


15,894



16,044Accrued rent


3,109



3,034Total liabilities


56,205



67,850Shareholders equity:Common stock


71



73Additional paid-in capital


56,558



59,009Retained earnings


681



5,21857,310



64,300Less treasury stock


(5,058
)


(5,058
)Total shareholders equity


52,252



59,242Total liabilities and shareholders equity

$
108,457


$
127,092





See accompanying notes




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##### Table of Contents




JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES





Condensed Consolidated Statements of Cash
Flows


(In thousands) (Unaudited)





Nine Months EndedNovember 3, 2001


November 2, 2002Cash flows from operating activities:Net income

$
2,113


$
4,537Adjustments to reconcile net income to net cash (used in) provided by operating activities:Depreciation and amortization


3,466



4,144Loss on disposition of assets


140



Net increase in operating working capital


(25,428
)


(4,600
)Net cash (used in) provided by operating activities


(19,709
)


4,081Cash flows from investing activities:Additions to property, plant and equipment


(9,425
)


(7,065
)Net cash used in investing activities


(9,425
)


(7,065
)Cash flows from financing activities:Borrowings under long-term Credit Agreement


59,341



37,204Repayment under long-term Credit Agreement


(37,846
)


(40,569
)Borrowing of other long-term debt


5,500



4,675Repayment of other long-term debt


(474
)


(700
)Net proceeds from issuance of common stock through exercise of options


5



2,453Net cash provided by financing activities


26,526



3,063Net (decrease) increase in cash and cash equivalents


(2,608
)


79Cash and cash equivalentsbeginning of period


3,126



827Cash and cash equivalentsend of period

$
518


$
906








See accompanying notes




5




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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





|1. |  | BASIS OF PRESENTATION
|-- |  | ---------------------




Jos. A. Bank Clothiers, Inc. (the Company) is a nationwide retailer of classic mens clothing through conventional retail stores and catalog/internet direct marketing. The condensed
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.





The results of operations for the interim periods presented in this report are not necessarily indicative of results to be
expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. These adjustments are of a
normal recurring nature.





Certain notes and other information have been condensed or omitted from
the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Companys February 2, 2002 Annual Report on Form 10-K.





|2. |  | SIGNIFICANT ACCOUNTING POLICIES
|-- |  | -------------------------------




Inventories are stated at the lower of first-in, first-out, cost or market. The Company capitalizes into inventory certain warehousing and delivery costs
associated with shipping its merchandise to the point of sale.





Costs related to mail order
catalogs and promotional materials are included in prepaid expenses and other current assets. These costs are amortized over the expected periods of benefit, not to exceed six months.





The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109Accounting for Income Taxes.
This standard requires, among other things, recognition of future tax benefits, measured by enacted tax rates attributable to deductible temporary differences between financial statement and income tax basis of assets and liabilities and to tax net
operating loss carryforwards, to the extent that realization of such benefits is more likely than not.





ReclassificationsCertain reclassifications have been made to the November 3, 2001 financial statements in order to conform with the November 2, 2002 presentation.




6




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##### Table of Contents




|3. |  | WORKING CAPITAL
|-- |  | ---------------




The net change in operating working capital is composed of the following (in thousands):





Nine Months EndedNovember 3, 2001


November 2, 2002Increase in accounts receivable

$
(1,509
)

$
(2,507
)Increase in inventories


(25,228
)


(12,524
)Increase in prepaids and other assets


(2,522
)


(604
)Increase in accounts payable


4,889



10,484(Decrease) increase in accrued expenses and other liabilities


(1,058
)


551Net increase in operating working capital

$
(25,428
)

$
(4,600
)





|4. |  | EARNINGS PER SHARE
|-- |  | ------------------




Statement of Financial Accounting Standards (SFAS) No. 128 requires presentation of basic earnings per share and diluted earnings per share. The weighted average shares used to calculate basic and
diluted earnings per share in accordance with SFAS No. 128 is as follows (in thousands):





Three Months Ended

Nine Months EndedNovember 3, 2001

November 2, 2002

November 3, 2001

November 2, 2002Weighted average shares outstanding for basic EPS

5,956

6,188

5,956

6,134Diluted EPS:Dilutive effect of common stock equivalents

216

934

228

873Weighted average shares outstanding for diluted EPS

6,172

7,122

6,184

7,007





Weighted average shares outstanding for calculating
diluted earnings per share include basic shares outstanding, plus shares issuable upon the exercise of stock options, using the treasury stock method.




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|5. |  | SEGMENT REPORTING
|-- |  | -----------------




The Company has two reportable segments: full line stores and catalog/internet direct marketing. While each segment offers a similar mix of mens clothing to the retail customer, the full line
stores also provide alterations.





The accounting policies of the segments are the same as those
described in the Companys February 2, 2002 Annual Report on Form 10-K. The Company evaluates performance of the segments based on four wall contribution which excludes any allocation of management company costs,
distribution center costs (except order fulfillment costs which are allocated to catalog/internet), interest and income taxes. The Companys segments are strategic business units that offer similar products to the retail customer by two
distinctively different methods. In full line stores the typical customer travels to the store and purchases mens clothing and/or alterations and takes their purchases with them. The catalog/internet direct marketing customer receives a
catalog in his or her home, office and/or visits our web page via the internet and places an order via telephone, mail, fax or on-line. The merchandise is then shipped to the customer. The detail segment data is presented in the following table:





Quarter ended November 2, 2002

Full line Stores

Catalog/Internet Direct Marketing

Other


Total(in thousands)Net sales

$
49,397

$
6,052

$
2,417
(a)

$
57,866Depreciation and amortization


1,065


15


390



1,470Operating income (loss)(b)


9,441


1,486


(7,423
)


3,504Identifiable assets(c)


81,781


13,646


31,665



127,092Capital Expenditures(d)


2,111


3


278



2,392





Quarter ended November 3, 2001

Full line Stores

Catalog/Internet Direct Marketing

Other


Total(in thousands)Net sales

$
42,819

$
5,294

$
2,130
(a)

$
50,243Depreciation and amortization


899


16


335



1,250Operating income (loss)(b)


7,807


1,123


(6,406
)


2,524Identifiable assets(c)


76,369


16,350


28,705



121,424Capital expenditures(d)


2,803





777



3,580







8




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##### Table of Contents




Nine Months ended November 2, 2002

Full line Stores

Catalog/Internet Direct Marketing

Other


Total(in thousands)Net sales

$
139,892

$
18,957

$
6,645
(a)

$
165,494Depreciation and amortization


2,999


46


1,099



4,144Operating income (loss)(b)


24,066


4,666


(20,246
)


8,486Identifiable assets(c)


81,781


13,646


31,665



127,092Capital expenditures(d)


4,597


11


2,457



7,065





Nine Months ended November 3, 2001

Full line Stores

Catalog/Internet Direct Marketing

Other


Total(in thousands)Net sales

$
123,233

$
15,247

$
5,275
(a)

$
143,755Depreciation and amortization


2,511


46


909



3,466Operating income (loss)(b)


18,929


1,621


(16,230
)


4,320Identifiable assets(c)


76,369


16,350


28,705



121,424Capital expenditures(d)


5,903


400


3,122



9,425





|(a) |  | Net sales from segments below the quantitative thresholds are attributable primarily to three operating segments of the Company. Those segments include
factory/outlet stores, franchise stores and regional tailor shops. None of these segments has ever met any of the quantitative thresholds for determining reportable segments.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(b) |  | Operating income in the Full Line Stores and Catalog/Internet segment represents profit before allocations of overhead from management
company and the distribution center, interest and income taxes.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(c) |  | Identifiable assets include cash and cash equivalents, accounts receivable, inventories, prepaid expenses and other current assets, and property, plant and
equipment, net, residing in or related to the reportable segments. Assets included in Other are primarily fixed assets associated with the corporate office and distribution center, deferred tax assets, and inventories which have not been assigned to
one of the reportable segments.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(d) |  | Capital expenditures include purchases of property, plant and equipment made for the reportable segment.
|--- |  | --------------------------------------------------------------------------------------------------------



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|6. |  | NEW TERM DEBT
|-- |  | -------------




The Company issued two long term notes during the second quarter of 2002. The first note of $1,575,000 is secured by the Companys aircraft. It has a floating interest rate (4.2% as of November 2,
2002) tied to the London interbank offer rate. The floating interest rate can be converted to a fixed rate in the first 24 months of the term. The note has a five year term with equal monthly payments of approximately $20,000 and a final balloon
payment of approximately $630,000 due at the end of the term. The Company also issued a $3,100,000 note secured by new equipment and construction in the Companys distribution center. It has a floating interest rate (4.6% as of November 2,
2002) tied to 30 day commercial paper. The floating interest rate can be converted to a fixed rate in the first 24 months of the term. The note has a seven-year term with equal monthly payments of approximately $43,000. Both notes are cross
defaulted with other indebtedness including the Credit Agreement.





|7. |  | EXERCISE OF OPTIONS
|-- |  | -------------------




In the nine month period ended November 2, 2002, options for the purchase of 273,495 shares of Company Common Stock were exercised resulting in net cash proceeds of $2,453,000 to the Company. The
options that were exercised had exercise prices ranging from $1.88 to $9.17. The transactions increased shareholders equity in the accompanying condensed consolidated balance sheet.





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





The following discussion should be read in conjunction with the attached condensed consolidated financial statements and notes thereto and with the Companys audited consolidated financial statements and notes thereto
for the fiscal year ended February 2, 2002.





OverviewFor the third quarter of the Companys fiscal year ending
February 1, 2003 (fiscal 2002), the Companys net income increased 42% compared with the third quarter of the Companys fiscal year ended February 2, 2002 (fiscal 2001). The Company earned $.26 per diluted share in
the third quarter of fiscal 2002 compared with $.21 per diluted share in the third quarter of fiscal 2001. As such, earnings per share increased 24% compared with the prior year.




10




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##### Table of Contents




The Company generated increased profits in both the full line stores and catalog/internet segments in
the third quarter driven by a 15.2% increase in sales over the third quarter of fiscal 2001 and higher gross profit margins. Gross profit margin increased 220 basis points in the third quarter of fiscal 2002 as compared with the third quarter of
2001 as the Company continued to improve its sourcing of merchandise and management of markdowns.





The Company has opened 25 new stores
in fiscal 2002, mostly in existing markets. Two of the new stores opened in the first quarter, six opened in the second quarter, 16 opened in the third quarter and the twenty-fifth store opened in November. The Company expects to open approximately
50 stores next year.





Inventories at the end of the third quarter of fiscal 2002 were approximately $77.2 million, or $1.5 million (2%)
higher than the same time last year. The increase relates almost entirely to stocking the 27 new stores that were opened since the end of the third quarter of fiscal 2001. Inventories in comparable stores decreased approximately 12% at the end of
the third quarter of fiscal 2002 compared with the same time last year as sales were better than expected in the first half of fiscal 2002 and the Company opened more stores than originally planned. The Company expects to increase inventories
approximately 10% to 15% over last years amounts in the fourth quarter of fiscal 2002 to support new stores and anticipated sales growth.





The Company has a $60 million bank line of credit (the Credit Agreement) that extends until April 30, 2005. As of November 2, 2002, there was $43.1 million of availability and $6.5 million of borrowings under the Credit
Agreement. The Company had $16.3 million of total debt (excluding cash) outstanding as of the end of the third quarter compared with $32.9 million at the same time last year. As such, total debt (excluding cash) decreased $16.6 million since the end
of the third quarter of 2001 despite opening 27 new stores during the last 12 months.





Results of OperationsThe
following table is derived from the Companys condensed consolidated statements of operations and sets forth, for the periods indicated, the items included in the condensed consolidated statements of operations, expressed as a percentage of net
sales.





Percentage of Net Sales Three
Months Ended


Percentage of Net Sales Nine
Months EndedNovember 3,


November 2,


November 3,


November 2,2001


2002


2001


2002Net sales

100.0
%

100.0
%

100.0
%

100.0
%Cost of goods sold

46.1


43.9


49.0


46.1Gross profit

53.9


56.1


51.0


53.9General and administrative expenses

11.5


11.4


10.2


10.8Sales and marketing expenses

37.0


38.3


37.4


37.8Store opening costs

.4


.3


.3


.2One-time charge







.1


Operating income

5.0


6.1


3.0


5.1Interest expense, net

.8


.5


.7


.5Income before income taxes

4.2


5.6


2.3


4.6Provision for income taxes

1.6


2.3


.8


1.9Net income

2.6
%

3.2
%

1.5
%

2.7
%




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Net SalesNet sales for the third quarter of fiscal 2002 increased 15.2%, to $57.9
million, compared with $50.2 million in the third quarter of fiscal 2001. Comparable store sales increased 7.0% in the third quarter of fiscal 2002 as compared with the third quarter of fiscal 2001. Total sales for the first nine months of fiscal
2002 increased 15.1%, to $165.5 million, compared with $143.8 million in the first nine months of fiscal 2001. Comparable store sales increased 5.6% in the first nine months of fiscal 2002 as compared with the first nine months of fiscal 2001. The
increase in total sales was driven by increases in sales of suits, shirts, ties and sportswear throughout the first nine months of the year, and increases in sales of suits, shirts and ties in the third quarter. For the first nine months of fiscal
2002 and fiscal 2001, suits represented approximately 30% of total sales as the suit business has begun to stabilize. Sales also increased as a result of the opening of new stores as follows: (in thousands except the number of stores)





Three Months Ended

Nine Months EndedNovember 3, 2001


November 2, 2002

November 3, 2001


November 2, 2002Stores


Square Feet


Stores

Square Feet

Stores


Square Feet


Stores

Square FeetStores open at the end of the period

125


684


143

773

116


642


135

735Opened

8


38


16

69

18


85


24

107Closed

(1
)

(4
)





(2
)

(9
)



Stores open at the end of the period

132


718


159

842

132


718


159

842





Comparable store sales discussed earlier include merchandise sales generated in full line
and factory stores, excluding stores that had new stores opened in their immediate market area (within zero to ten miles) in the past 12 months. New stores are added to the comparable store base at the beginning of the second fiscal year after they
open. As such, a new store may be excluded from comparable store sales for up to the first 23 months of operation. Franchise stores are not included in comparable store sales.





Gross ProfitGross profit (net sales less cost of goods sold) as a percent of sales increased 220 basis points to 56.1% in the third quarter and 290 basis points to 53.9% in the nine
months ended November 2, 2002. The increases relate primarily to a combination of lower merchandise cost and better management of markdowns. The Company expects gross profit as a percent of sales to increase at least 100 basis points in the fourth
quarter of 2002 over the comparable amount in the fourth quarter of 2001.





General and Administrative ExpensesGeneral
and administrative expenses increased $.8 million to $6.6 million in the third quarter of fiscal 2002 and $3.2 million to $17.9 million in the nine months ended November 2, 2002 compared with the same periods last year. The increases in the third
quarter and nine month period ended November 2, 2002 relate primarily to increases of $.5 million and $2.0 million, respectively, for payroll and overhead costs to build the infrastructure to support increased direct inventory sourcing and
accelerated new store openings. For the third quarter and nine month period, incentive compensation expense was $.2 million and $1.1 million higher than in the same periods last year.




12




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General and administrative expenses consists primarily of senior management, corporate support staff
including store site selection and construction, regional store management, inventory selection and sourcing personnel, other corporate overhead and distribution center operations.





Sales and Marketing ExpensesSales and marketing expenses increased $3.6 million to $22.2 million in the third quarter of fiscal 2002 as compared with the third quarter of fiscal
2001 and increased $8.8 million to $62.5 million in the first nine months of fiscal 2002 as compared with the first nine months of fiscal 2001. The increased sales and marketing expenses primarily represent occupancy, payroll and other store
variable costs for the 27 new stores opened since the end of the third quarter of fiscal 2001, as well as increases of $1.0 million and $2.4 million for marketing for all stores during the quarter and nine months, respectively. Sales and marketing
expenses consist primarily of store occupancy, store payroll, other variable store costs and all advertising costs (including catalog marketing). The Company expects sales and marketing expenses to increase in the fourth quarter of 2002 compared
with the same period in the prior year as it has opened 25 new stores in 2002.





Store Opening CostsStore opening
costs increased slightly during the third quarter and nine months of fiscal 2002 as the Company opened more new stores than in the prior year. The average store opening expense per store has declined since last year as the Company has spent lower
amounts on advertising for the opening of new stores.





Interest ExpenseInterest expense decreased $.1 million in the
third quarter of fiscal 2002 compared with the same quarter of the prior year due primarily to a $12.4 million lower average outstanding debt balance in the current quarter. Interest expense decreased $.1 million for the nine month period ended
November 2, 2002 compared with the same period last year as the average outstanding debt balance decreased $3.7 million and the average interest rate decreased.





One-Time ChargeThe one-time charge in fiscal 2001 primarily represents professional fees incurred in the first quarter of fiscal 2001 in connection with a strategic action considered by the Board of
Directors.





Income TaxesThe effective income tax rate for the first nine months of 2002 increased to 40.7% as
compared with 37.0% for the same period last year as a result of higher estimated state taxes, higher estimated non-deductible compensation under Section 162 of the Internal Revenue Code and higher marginal federal income tax rates as income extends
into higher tax brackets.





Liquidity and Capital ResourcesThe Company maintains a $60 million Credit Agreement which
extends until April 30, 2005. At November 2, 2002, the Company had $6.5 million of outstanding borrowings and $43.1 million of availability under its Credit Agreement compared with borrowings of $23.7 million and availability of $21.3 million at the
end of the third quarter last year. The Credit Agreement includes financial covenants which are in effect only if the Companys availability in excess of outstanding borrowings is less than $5 million. The Company also has $10.7 million of term
debt (the Term Debt) due to be repaid over the next 11 years.




13




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##### Table of Contents




The Company issued two long term notes during the second quarter of 2002. The first note of $1,575,000
is secured by the Companys aircraft. It has a floating interest rate (4.2% as of November 2, 2002) tied to the London interbank offer rate. The floating interest rate can be converted to a fixed rate in the first 24 months of the term. The
note has a five year term with equal monthly payments of approximately $20,000 and a final balloon payment of approximately $630,000 due at the end of the term. The Company also issued a $3,100,000 note secured by new equipment and construction in
the Companys distribution center. It has a floating interest rate (4.6% as of November 2, 2002) tied to 30 day commercial paper. The floating interest rate can be converted to a fixed rate in the first 24 months of the term. The note has a
seven-year term with equal monthly payments of approximately $43,000. Both notes are cross defaulted with other indebtedness including the Credit Agreement.





The Company had $16.3 million of total debt (excluding cash) outstanding as of the end of the quarter compared with $32.9 million at the same time last year. As such, total debt decreased $16.6 million since the end of the
third quarter of 2001 despite opening 27 new stores during the last 12 months.





The following table summarizes the Companys sources
and uses of funds as reflected in the condensed consolidated statements of cash flows:





Nine Months EndedNovember 3, 2001


November 2, 2002Cash provided by (used in):Operating activities

$
(19,709
)

$
4,081Investing activities


(9,425
)


(7,065
)Financing activities


26,526



3,063Net (decrease) increase in cash and cash equivalents

$
(2,608
)

$
79





Cash provided by operating activities during the first nine months of fiscal 2002 was
primarily the result of net income plus depreciation ($8.7 million) and higher accounts payable balances ($10.5 million) partially offset by higher inventory ($12.5 million) and accounts receivable balances ($2.5 million). As noted earlier, the
Company expects to increase inventories approximately 10% to 15% over last years amounts in the fourth quarter of 2002, which will use cash. Cash used in investing activities in 2002 primarily relates to opening new stores and the purchase of
a corporate aircraft. Cash used in financing activities is primarily the result of repayments under the Credit Agreement while cash generated from financing activities is the result incurring $4.7 million of term debt and net proceeds of $2.5
million from the exercise of options to purchase Company Common Stock.





For fiscal 2002, the Company expects to spend approximately $10
million on capital expenditures primarily to open the 25 new stores opened in 2002, to renovate several stores and the purchase of the corporate aircraft.





The estimated capital expenditures are net of $5.4 million of negotiated landlord contributions to help fund the construction of leasehold improvements for new stores. Of the $5.4 million of landlord contributions, $.6
million have been received through November 2, 2002. The balance is expected to be received within the next six months. These amounts are typically paid by the landlords after the completion of construction by the Company and the receipt of
appropriate lien waivers from contractors.





For fiscal 2003, the Company expects to spend $15 million to $18 million, net of landlord
contributions, on capital expenditures primarily to open approximately 50 stores, expand the capacity of the distribution center and to renovate several stores.




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The Company believes that its current liquidity and its availability under the Credit Agreement and long
term debt will be adequate to support its current working capital and capital expenditure needs.





The Companys plans and beliefs
concerning future operations contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those forecast due to a variety of factors that can
adversely affect the Companys operating results, liquidity and financial condition such as risks associated with economic, weather and other factors affecting consumer spending, the ability of the Company to finance its expansion plans, mix of
goods sold, pricing, the market price of key raw materials such as wool and cotton, availability of lease sites for new stores, the ability to source product from the Companys global supplier base and other competitive factors. Many of the
risks are described in the Companys reports filed with the Securities and Exchange Commission including the Companys Annual Report on Form 10-K for the fiscal year ended February 2, 2002, which should be carefully reviewed before making
any investment decision.





Critical Accounting PoliciesThe Company believes the following critical accounting policy
affects managements significant judgments and estimates used in the preparation of the condensed consolidated financial statements. For a detailed discussion on the application of this and other accounting policies, see Note 1 in the
Consolidated Financial Statements in the Companys February 2, 2002 Annual Report on Form 10-K.





Inventory.    The Company records inventory at the lower of first-in, first-out, cost or market. The estimated market value is based on assumptions for future demand and related pricing. If actual market
conditions are less favorable than those projected by management, reductions in the value of inventory may be required.





Item 3.Quantitative and Qualitative Disclosures about Market Risk





The Company
did not use derivative financial instruments or derivative commodity instruments at any time during fiscal 2002. The Company does not believe it is materially at risk for foreign currency fluctuations, as all or substantially all of the
Companys transactions are in U.S. dollars. The company pays interest on most of its long-term debt at variable rates based on independent benchmarks (e.g., prime and LIBOR). The Company does not believe it is materially at risk for interest
rate fluctuations due to the level of outstanding long-term debt.




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Item 4.Controls and Procedures





The Companys Chief Executive Officer and
Chief Financial Officer have evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-14 and 15d-14 as of December 16, 2002 (the Evaluation
Date) and have concluded that, as of the Evaluation Date, the Companys disclosure controls and procedures were adequate to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known
to them by others with those entities.





No significant deficiencies or material weaknesses in the Companys internal controls were
identified during the quarterly period ended November 2, 2002 or subsequent to such quarter through the date of this Form 10-Q and there have been no significant changes in the Companys internal controls or other factors that could
significantly affect these controls during such quarter or subsequent period.




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PART II.    OTHER INFORMATION





Item 4. Submission of Matters to a Vote of Security Holders





There were no matters submitted to a vote of
securities holders during the period covered by this report.





Item 6. Exhibits and reports on Form 8-K





|A) |  | Exhibits
|-- |  | --------




2.1 Restated Certificate of Incorporation.*





2.2 By-laws.*





99-1: Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.





99-2: Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to          Section 906 of the Sarbanes-Oxley Act of 2002.





*Incorporated by reference to the Companys Registration Statement on Form S-1 filed May 3, 1994.





|B) |  | Reports on Form 8-K
|-- |  | -------------------




There were no reports filed on Form 8-K during the quarter.




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SIGNATURE





Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





Dated: December 16, 2002



Jos. A. Bank Clothiers, Inc. (Registrant)/s/    David E. UllmanDavid E. Ullman Executive Vice President, Chief Financial Officer




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CERTIFICATIONS





I, Robert N. Wildrick, certify that:





|1. |  | I have reviewed this quarterly report on Form 10-Q of Jos. A. Bank Clothiers, Inc.;
|-- |  | -----------------------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: December 16, 2002/s/     Robert N. WildrickRobert N. Wildrick Chief Executive Officer




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CERTIFICATIONS





I, David E. Ullman, certify that:





|1. |  | I have reviewed this quarterly report on Form 10-Q of Jos. A. Bank Clothiers, Inc.;
|-- |  | -----------------------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly
report (the Evaluation Date); and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------




|6. |  | The registrants other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date: December 16, 2002/s/    David E. UllmanDavid E. Ullman Chief Financial Officer




20