United States Securities and Exchange CommissionWashington, DC 20549

FORM 10-Q

|   |                                                                                             
|-- | --------------------------------------------------------------------------------------------
|ý  | Quarterly
  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
  1934 
|   |                                                                                             
|   | For the quarterly period ended
  October 28, 2006.                                          
|   |                                                                                             
|or
|   |                                                                                             
| ̈  | 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.(Exact name of registrant as specified in its charter)

|                                                                |  |                 
|--------------------------------------------------------------- |  | ----------------
|Delaware                                                        |  | 36-3189198      
|(State incorporation)                                           |  | (I.R.S. Employer
|                                                                |  | Identification  
|                                                                |  | Number)         
|                                                                |  |                 
|500
  Hanover Pike, Hampstead, MD                               |  | 21074-2095      
|(Address of Principal Executive Offices)                        |  | (Zip Code)      
|                                                                |  |                 
|410-239-2700                                                   
|(Registrants telephone number including area code)            
|                                                               
|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  ý     No  o

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer (see
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act):

Large accelerated
filer  o               Accelerated
filer  ý               Non-accelerated
filer  o

Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes  o     No  ý

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

|                             |  |                                     
|---------------------------- |  | ------------------------------------
|Class                        |  | Outstanding
  as of December 1, 2006
|                             |  |                                     
|                             |  |                                     
|Common Stock, $.01 par value |  | 18,015,826                          

---



JOS.
A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

Index

|              |                                                                                                                     |                                                                                         |    |           
|------------- | ------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- | -- | ----------
|              |                                                                                                                     |                                                                                         |    | Page
  No.
|              |                                                                                                                     |                                                                                         |    |           
|Part I.       | Financial Information                                                                                               |                                                                                         |   
|              |                                                                                                                     |                                                                                         |    |           
|              | Item 1.                                                                                                             | Condensed Consolidated Unaudited
  Financial Statements                                 |    | 3         
|              |                                                                                                                     |                                                                                         |    |           
|              | Condensed
  Consolidated Statements of Income  Three and Nine Months ended October 29,
  2005 and October 28, 2006 |                                                                                         | 3 
|              |                                                                                                                     |                                                                                         |    |           
|              | Condensed
  Consolidated Balance Sheets  as of January 28, 2006 and October 28,
  2006                             |                                                                                         | 4 
|              |                                                                                                                     |                                                                                         |    |           
|              | Condensed
  Consolidated Statements of Cash Flows  Nine Months ended October 29, 2005
  and October 28, 2006       |                                                                                         | 5 
|              |                                                                                                                     |                                                                                         |    |           
|              | Notes
  to Condensed Consolidated Financial Statements                                                              |                                                                                         | 6 
|              |                                                                                                                     |                                                                                         |    |           
|              | Item 2.                                                                                                             | Managements Discussion and Analysis
  of Financial Condition and Results of Operations |    | 13        
|              |                                                                                                                     |                                                                                         |    |           
|              | Item 3.                                                                                                             | Quantitative and Qualitative
  Disclosures About Market Risk                            |    | 19        
|              |                                                                                                                     |                                                                                         |    |           
|              | Item 4.                                                                                                             | Controls and Procedures                                                                 |    | 19        
|              |                                                                                                                     |                                                                                         |    |           
|Part II.      | Other Information                                                                                                   |                                                                                         | 19
|              |                                                                                                                     |                                                                                         |    |           
|              | Item 1.                                                                                                             | Legal Proceedings                                                                       |    | 19        
|              |                                                                                                                     |                                                                                         |    |           
|              | Item 1A.                                                                                                            | Risk Factors                                                                            |    | 20        
|              |                                                                                                                     |                                                                                         |    |           
|              | Item 6.                                                                                                             | Exhibits                                                                                |    | 21        
|              |                                                                                                                     |                                                                                         |    |           
|Signature     |                                                                                                                     | 21                                                                                     
|              |                                                                                                                     |                                                                                        
|Exhibit Index |                                                                                                                     | 22                                                                                     

2

---



|        |                                                        
|------- | -------------------------------------------------------
|PART I. | FINANCIAL INFORMATION                                  
|        |                                                        
|Item 1. | Condensed Consolidated Unaudited
  Financial Statements

JOS.
A. BANK CLOTHIERS, INC. AND SUBSIDIARIESCondensed Consolidated Statements of Income
(In thousands except per share data)
(Unaudited)

|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|---------------------------------------- |  | ------------------ | ------- | ----------------- | - | ---------------- |  | ---------------- | ------- |  | - | ------- | 
|                                         |  | Three Months Ended |         | Nine Months Ended |  
|                                         |  |                    |         |                   |  
|                                         |  | October 29, 2005   |         | October 28, 2006  |   | October 29, 2005 |  | October 28, 2006 |        
|                                         |  |                    |         |                   |   |                  |  |                  |        
|                                        
|Net sales                                |  | $                  | 105,639 |                   | $ | 119,511          |  | $                | 300,802 |  | $ | 352,274 | 
|Cost of goods sold                       |  |                    | 42,167  |                   |   | 47,057           |  |                  | 115,539 |  |   | 135,770 | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Gross Profit                             |  |                    | 63,472  |                   |   | 72,454           |  |                  | 185,263 |  |   | 216,504 | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Operating expenses:                      |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Sales and
  marketing                    |  |                    | 43,294  |                   |   | 50,620           |  |                  | 123,728 |  |   | 147,133 | 
|General and
  administrative             |  |                    | 11,468  |                   |   | 12,599           |  |                  | 31,487  |  |   | 37,254  | 
|Store opening
  costs                    |  |                    | 164     |                   |   | 176              |  |                  | 323     |  |   | 324     | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Total operating expenses                 |  |                    | 54,926  |                   |   | 63,395           |  |                  | 155,538 |  |   | 184,711 | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Operating income                         |  |                    | 8,546   |                   |   | 9,059            |  |                  | 29,725  |  |   | 31,793  | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Interest expense, net                    |  |                    | 637     |                   |   | 418              |  |                  | 1,302   |  |   | 986     | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Income before provision for income taxes |  |                    | 7,909   |                   |   | 8,641            |  |                  | 28,423  |  |   | 30,807  | 
|Provision for income taxes               |  |                    | 3,257   |                   |   | 3,133            |  |                  | 11,695  |  |   | 12,465  | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Net income                               |  | $                  | 4,652   |                   | $ | 5,508            |  | $                | 16,728  |  | $ | 18,342  | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|                                         |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Earnings per share:                      |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Net income per share:                    |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Basic                                    |  | $                  | 0.27    |                   | $ | 0.31             |  | $                | 0.99    |  | $ | 1.02    | 
|Diluted                                  |  | $                  | 0.26    |                   | $ | 0.30             |  | $                | 0.93    |  | $ | 1.00    | 
|Weighted average shares outstanding:     |  |                    |         |                   |   |                  |  |                  |         |  |   |         | 
|Basic                                    |  |                    | 17,101  |                   |   | 18,016           |  |                  | 16,966  |  |   | 17,967  | 
|Diluted                                  |  |                    | 18,075  |                   |   | 18,330           |  |                  | 17,993  |  |   | 18,339  | 

See accompanying
notes.

3

---



JOS.
A. BANK CLOTHIERS, INC. AND SUBSIDIARIESCondensed Consolidated Balance Sheets(In Thousands)
(Unaudited)

|                                           |  |                  |         |                  |   |         | 
|------------------------------------------ |  | ---------------- | ------- | ---------------- | - | ------- | 
|                                           |  | January 28, 2006 |         | October 28, 2006 |  
|                                           |  |                  |         |                  |  
|                                          
|ASSETS                                     |  |                  |         |                  |   |         | 
|CURRENT ASSETS:                            |  |                  |         |                  |   |         | 
|Cash and cash equivalents                  |  | $                | 7,344   |                  | $ | 1,554   | 
|Accounts receivable, net                   |  |                  | 6,455   |                  |   | 9,056   | 
|Inventories:                               |  |                  |         |                  |   |         | 
|Raw materials                              |  |                  | 7,574   |                  |   | 8,012   | 
|Finished goods                             |  |                  | 169,068 |                  |   | 194,625 | 
|                                           |  |                  |         |                  |   |         | 
|Total inventories                          |  |                  | 176,642 |                  |   | 202,637 | 
|Prepaid expenses and other current assets  |  |                  | 12,852  |                  |   | 14,955  | 
|Prepaid income taxes                       |  |                  |        |                  |   | 1,444   | 
|                                           |  |                  |         |                  |   |         | 
|Total current assets                       |  |                  | 203,293 |                  |   | 229,646 | 
|                                           |  |                  |         |                  |   |         | 
|                                           |  |                  |         |                  |   |         | 
|NONCURRENT ASSETS:                         |  |                  |         |                  |   |         | 
|Property, plant and equipment, net         |  |                  | 100,973 |                  |   | 113,551 | 
|Other noncurrent assets                    |  |                  | 566     |                  |   | 606     | 
|                                           |  |                  |         |                  |   |         | 
|Total assets                               |  | $                | 304,832 |                  | $ | 343,803 | 
|                                           |  |                  |         |                  |   |         | 
|                                           |  |                  |         |                  |   |         | 
|LIABILITIES
  AND STOCKHOLDERS EQUITY     |  |                  |         |                  |   |         | 
|                                           |  |                  |         |                  |   |         | 
|CURRENT LIABILITIES:                       |  |                  |         |                  |   |         | 
|Accounts payable                           |  | $                | 42,678  |                  | $ | 34,289  | 
|Accrued expenses                           |  |                  | 52,480  |                  |   | 51,067  | 
|Current portion of long-term debt          |  |                  | 971     |                  |   | 1,020   | 
|Deferred tax liability  current           |  |                  | 10,954  |                  |   | 8,836   | 
|                                           |  |                  |         |                  |   |         | 
|Total current liabilities                  |  |                  | 107,083 |                  |   | 95,212  | 
|                                           |  |                  |         |                  |   |         | 
|NONCURRENT LIABILITIES:                    |  |                  |         |                  |   |         | 
|Long-term debt, net of current portion     |  |                  | 4,826   |                  |   | 21,117  | 
|Noncurrent lease obligations               |  |                  | 35,007  |                  |   | 39,386  | 
|Deferred tax liability  noncurrent        |  |                  | 2,697   |                  |   | 3,285   | 
|Other noncurrent liabilities               |  |                  | 1,419   |                  |   | 1,204   | 
|                                           |  |                  |         |                  |   |         | 
|Total liabilities                          |  |                  | 151,032 |                  |   | 160,204 | 
|                                           |  |                  |         |                  |   |         | 
|                                           |  |                  |         |                  |   |         | 
|COMMITMENTS
  AND CONTINGENCIES            |  |                  |         |                  |   |         | 
|                                           |  |                  |         |                  |   |         | 
|STOCKHOLDERS EQUITY:                      |  |                  |         |                  |   |         | 
|Common stock                               |  |                  | 173     |                  |   | 179     | 
|Additional paid-in capital                 |  |                  | 66,757  |                  |   | 78,208  | 
|Retained earnings                          |  |                  | 86,870  |                  |   | 105,212 | 
|                                           |  |                  |         |                  |   |         | 
|Total stockholders equity                 |  |                  | 153,800 |                  |   | 183,599 | 
|                                           |  |                  |         |                  |   |         | 
|Total liabilities and stockholders
equity |  | $                | 304,832 |                  | $ | 343,803 | 
|                                           |  |                  |         |                  |   |         | 

See accompanying
notes.

4

---



JOS.
A. BANK CLOTHIERS, INC. AND SUBSIDIARIESCondensed Consolidated Statements of Cash Flows(In Thousands)
(Unaudited)

|                                                                                |  |                   |         |                  |   |         |  
|------------------------------------------------------------------------------- |  | ----------------- | ------- | ---------------- | - | ------- | -
|                                                                                |  | Nine Months Ended |        
|                                                                                |  |                   |        
|                                                                                |  | October 29, 2005  |         | October 28, 2006 |  
|                                                                                |  |                   |         |                  |  
|                                                                               
|Cash flows from operating
  activities:                                         |  |                   |         |                  |   |         |  
|Net income                                                                      |  | $                 | 16,728  |                  | $ | 18,342  |  
|Adjustments to
  reconcile net income to net cash used in operating activities: |  |                   |         |                  |   |         |  
|Increase
  (decrease) in deferred income taxes                                  |  |                   | 7,672   |                  |   | (1,530  | )
|Depreciation and
  amortization                                                 |  |                   | 9,460   |                  |   | 11,603  |  
|Loss on
  disposals of plant and equipment                                      |  |                   | 24      |                  |   | 30      |  
|Income tax
  benefit from exercise of stock options                             |  |                   | 3,749   |                  |   |        |  
|Net increase in
  operating working capital and other components                |  |                   | (64,636 | )                |   | (41,710 | )
|                                                                                |  |                   |         |                  |   |         |  
|                                                                                |  |                   |         |                  |   |         |  
|Net
  cash used in operating activities                                         |  |                   | (27,003 | )                |   | (13,265 | )
|                                                                                |  |                   |         |                  |   |         |  
|                                                                                |  |                   |         |                  |   |         |  
|Cash flows from
  investing activities:                                         |  |                   |         |                  |   |         |  
|Capital
  expenditures                                                          |  |                   | (18,056 | )                |   | (20,322 | )
|                                                                                |  |                   |         |                  |   |         |  
|                                                                                |  |                   |         |                  |   |         |  
|Net cash used in
investing activities                                           |  |                   | (18,056 | )                |   | (20,322 | )
|                                                                                |  |                   |         |                  |   |         |  
|                                                                                |  |                   |         |                  |   |         |  
|Cash flows from
  financing activities:                                         |  |                   |         |                  |   |         |  
|Borrowings under
  long-term Credit Agreement                                   |  |                   | 92,731  |                  |   | 85,253  |  
|Repayments under
  long-term Credit Agreement                                   |  |                   | (48,186 | )                |   | (68,595 | )
|Income tax
  benefit from exercise of stock options                             |  |                   |        |                  |   | 4,371   |  
|Proceeds from
  issuance of long-term debt                                      |  |                   |        |                  |   | 400     |  
|Repayment of
  other long-term debt                                             |  |                   | (678    | )                |   | (718    | )
|Net proceeds
  from exercise of stock options                                   |  |                   | 1,299   |                  |   | 7,086   |  
|                                                                                |  |                   |         |                  |   |         |  
|                                                                                |  |                   |         |                  |   |         |  
|Net
  cash provided by financing activities                                     |  |                   | 45,166  |                  |   | 27,797  |  
|                                                                                |  |                   |         |                  |   |         |  
|                                                                                |  |                   |         |                  |   |         |  
|Net increase
  (decrease) in cash and cash equivalents                          |  |                   | 107     |                  |   | (5,790  | )
|                                                                                |  |                   |         |                  |   |         |  
|Cash and cash
  equivalents  beginning of period                               |  |                   | 1,425   |                  |   | 7,344   |  
|                                                                                |  |                   |         |                  |   |         |  
|                                                                                |  |                   |         |                  |   |         |  
|Cash and cash
  equivalents  end of period                                     |  | $                 | 1,532   |                  | $ | 1,554   |  
|                                                                                |  |                   |         |                  |   |         |  

See accompanying
notes.

5

---



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Amounts in Thousands Except Per Share Amounts and the Number of Stores, or as
Otherwise Noted)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Jos. A. Bank Clothiers, Inc. (the Company) is a
  nationwide retailer of classic mens apparel through conventional retail
  stores and catalog and 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
  shown 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 the operating results for these
  periods. These adjustments are of a normal recurring nature.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The accompanying unaudited Condensed Consolidated
  Financial Statements have been prepared in accordance with generally accepted
  accounting principles for interim financial information and with the
  instructions to Form 10-Q and Rule 10-01 of Regulation S-X and therefore do
  not include all of the information and footnotes required by accounting
  principles accepted in the United States for comparable annual financial
  statements. 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 Annual Report on Form 10-K for the fiscal year
  ended January 28, 2006 (fiscal 2005).                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Inventories -
  The Company records inventory at the lower of cost or market (LCM). Cost is
  determined using the first-in, first-out method. The Company capitalizes into
  inventory certain warehousing and freight delivery costs associated with
  shipping its merchandise to the point of sale. The Company periodically
  reviews quantities of inventories on hand and compares these amounts to the
  expected sale of each product. The Company records a charge to cost of goods
  sold for the amount required to reduce the carrying value of inventory to net
  realizable value.                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Vendor Rebates
  - The Company receives credits from vendors in connection with inventory
  purchases. The credits are separately negotiated with each vendor. Substantially
  all of these credits are earned in one of two ways: a) as a fixed percentage
  of purchases when an invoice is paid or b) as an agreed-upon amount in the
  month a new store is opened. There are no contingent minimum purchase
  amounts, milestones or other contingencies that are required to be met to
  earn the credits. The credits described in a) above are recorded as a
  reduction to inventories in the Condensed Consolidated Balance Sheet as the
  inventories are purchased and the credits described in b) above are recorded
  as a reduction to inventories as new stores are opened. In both cases, the
  credits are recognized as reductions to cost of goods sold as the product is
  sold.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Landlord Contributions
  - Landlord contributions are accounted for as an increase to noncurrent lease
  obligations and as an increase to prepaid and other current assets until
  collected. When collected, the Company records cash and reduces the prepaid
  and other current assets account. The landlord contributions are presented in
  the Condensed Consolidated Statements of Cash Flows as an operating activity.
  The noncurrent lease obligations are amortized over the life of the lease in
  a manner that is consistent with the Companys policy to straight-line rent
  expense over the term of the lease. The amortization is recorded as a
  reduction to sales and marketing expense which is consistent with the
  classification of lease expense.                                                                                                                      

6

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Recently Issued Accounting
  Standards  In September 2006, the Financial Accounting
  Standards Board (FASB) issued Statement of Financial Accounting Standards
  (SFAS) No. 158, Employers Accounting for Defined Benefit Pension and
  Other Postretirement Plans. SFAS No. 158 requires an employer to recognize
  an asset for a plans over-funded status or a liability for a plans
  under-funded status, measure a plans assets and obligations that determine
  its funded status as of the date of the employers fiscal year-end, and
  recognize changes in the funded status in the year in which the changes
  occur. SFAS No. 158 is effective for the Companys fiscal year ending
  February 3, 2007. The Company is currently assessing the impact, if any, of
  this statement on its consolidated financial statements.                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In September 2006, the FASB issued SFAS
  No. 157, Fair Value Measurements, which defines fair value,
  establishes a framework for measuring fair value under generally accepted
  accounting principles, and expands disclosures about fair value measurements.
  SFAS No. 157 does not require any new fair value measurements, but provides
  guidance on how to measure fair value by providing a fair value hierarchy
  used to classify the source of the information. This statement is effective
  for the Companys fiscal year beginning February 3, 2008. The Company is
  currently assessing the impact, if any, of this statement on its consolidated
  financial statements.                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In September 2006, the Securities and Exchange
  Commission issued Staff Accounting Bulletin (SAB) No. 108,
  Considering the Effects of Prior Year Misstatements when Quantifying
  Misstatements in Current Year Financial Statements, which provides
  interpretive guidance on the consideration of the effects of prior year
  misstatements in quantifying current year misstatements for the purpose of a
  materiality assessment. SAB No. 108 requires registrants to quantify
  misstatements using both the balance sheet and income statement approaches
  and to evaluate whether either approach results in quantifying an error that
  is material based on relevant quantitative and qualitative factors. The
  guidance is effective for the Companys first fiscal period ending after
  November 15, 2006. The Company is currently assessing the impact, if any, of
  adopting SAB No. 108 on its consolidated financial statements.                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In July 2006, the FASB issued FASB Interpretation
  No. 48, Accounting for Uncertainty in Income Taxes (FIN No. 48). FIN
  No. 48 is an interpretation of SFAS Statement No. 109, Accounting for
  Income Taxes, that prescribes a recognition threshold and measurement
  attribute for the financial statement recognition and measurement of a tax
  position taken or expected to be taken in a tax return. In addition, FIN No.
  48 requires expanded disclosure with respect to the uncertainty in income
  taxes and is effective for the Companys fiscal year beginning February 4,
  2007. The Company is currently assessing the impact, if any, of FIN No. 48 on
  its consolidated financial statements.                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In June 2006, the FASB Emerging Issues Task Force
  (EITF) ratified EITF No. 06-3, How Sales Taxes Collected from Customers
  and Remitted to Governmental Authorities Should Be Presented in the Income
  Statement (That Is, Gross Versus Net Presentation). The Task Force reached a
  consensus that a company should disclose its accounting policy (i.e., gross
  or net presentation) regarding presentation of taxes within the scope of EITF
  No. 06-3. If taxes included in gross revenues are significant, a company
  should disclose the amount of such taxes for each period for which an income
  statement is presented. The consensus is effective for the Companys fiscal
  year beginning February 4, 2007. The disclosures are required for annual and
  interim financial statements for each period for which an income statement is
  presented. The Company currently conforms to a net presentation and is
  currently assessing the impact, if any, of EITF No. 06-3 on its consolidated
  financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | SUPPLEMENTAL CASH FLOW DISCLOSURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The net change in operating working capital and
  other components consist of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                                                            |  |                   |         |                  |   |         |  
|--------------------------------------------------------------------------- |  | ----------------- | ------- | ---------------- | - | ------- | -
|                                                                            |  | Nine Months Ended |        
|                                                                            |  |                   |        
|                                                                            |  | October 29, 2005  |         | October 28, 2006 |  
|                                                                            |  |                   |         |                  |  
|                                                                           
|Increase in
  accounts receivable                                           |  | $                 | (3,249  | )                | $ | (2,601  | )
|Increase in
  inventories                                                   |  |                   | (62,939 | )                |   | (25,995 | )
|(Increase)
  decrease in prepaids and other assets                          |  |                   | 1,294   |                  |   | (3,587  | )
|Decrease in accounts
  payable                                              |  |                   | (2,502  | )                |   | (8,389  | )
|Increase
  (decrease) in accrued expenses and other liabilities             |  |                   | 310     |                  |   | (5,302  | )
|Increase in
  noncurrent lease liabilities and other noncurrent liabilities |  |                   | 2,450   |                  |   | 4,164   |  
|                                                                            |  |                   |         |                  |   |         |  
|                                                                            |  |                   |         |                  |   |         |  
|Net increase in
  operating working capital and other                       |  | $                 | (64,636 | )                | $ | (41,710 | )
|                                                                            |  |                   |         |                  |   |         |  

7

---



| |                                
| | -------------------------------
| | Interest and Income Taxes Paid:

|                                                |  |                   |       |                  |   |        | 
|----------------------------------------------- |  | ----------------- | ----- | ---------------- | - | ------ | 
|                                                |  | Nine Months Ended |      
|                                                |  |                   |      
|                                                |  | October 29, 2005  |       | October 28, 2006 |  
|                                                |  |                   |       |                  |  
|                                               
|Interest and income taxes paid were as follows: |  |                   |       |                  |   |        | 
|Interest paid                                   |  | $                 | 1,012 |                  | $ | 876    | 
|Income taxes paid                               |  | $                 | 4,609 |                  | $ | 21,225 | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | INCENTIVE STOCK OPTION PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Effective January 28, 1994, the Company adopted
  an Incentive Plan (the 1994 Plan). The 1994 Plan generally provides for the
  granting of stock, stock options, stock appreciation rights, restricted
  shares or any combination of the foregoing to the eligible participants, as
  defined, for issuance of up to 2,238 shares of common stock in the aggregate,
  of which all had been granted as of January 29, 2005 (fiscal 2004). On
  September 14, 1999, the Company adopted an Incentive Plan (the 1999
  Plan) which provides for the issuance of up to 1,406 shares of common stock
  in the aggregate, of which all had been granted as of the end of fiscal 2004.
  In March 2002, the Company adopted an Incentive Plan (the 2002 Plan
  and together with the 1994 Plan and the 1999 Plan, the Plans) which
  provides for issuance of up to 937 shares of common stock in the aggregate,
  of which all had been granted as of January 28, 2006. The exercise price
  of an option granted under both the 1994 Plan and the 2002 Plan may not be
  less than the fair market value of the underlying shares of Common Stock on
  the date of grant, and employee options generally expire at the earlier of
  termination of employment or ten years from the date of grant. All options
  covered under the 1994 Plan, 1999 Plan and the 2002 Plan were fully vested as
  of January 28, 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The aggregate number of shares of Common Stock as to
  which awards may be granted under any of the Plans, the number of shares of
  Common Stock covered by each outstanding award under the Plans and the price
  per share of Common Stock in each outstanding award, are to be
  proportionately adjusted for any increase or decrease in the number of issued
  shares of Common Stock resulting from a subdivision or consolidation of
  shares or other capital adjustment, or the payment of a stock dividend or
  other increase or decrease in such shares, effected without receipt of
  consideration by the Company, or other change in corporate or capital
  structure; provided, however, that any fractional shares resulting from any
  such adjustment are to be eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Changes in options outstanding were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                                   |  |                   |           |                                       |   |        |  |                                       |           |   |   |       | 
|---------------------------------- |  | ----------------- | --------- | ------------------------------------- | - | ------ |  | ------------------------------------- | --------- | - | - | ----- | 
|                                   |  | Nine Months Ended |          
|                                   |  |                   |          
|                                   |  | October 29, 2005  |           | October 28, 2006                      |  
|                                   |  |                   |           |                                       |  
|                                   |  | Shares            |           | Weighted
  Average
  Exercise
  Price |   | Shares |  | Weighted
  Average
  Exercise
  Price |          
|                                   |  |                   |           |                                       |   |        |  |                                       |          
|Outstanding at
  beginning of year |  |                   | 1,758     |                                       | $ | 8.22   |  |                                       | 1,334     |   | $ | 10.34 | 
|Granted                            |  |                   | 36        |                                       | $ | 26.29  |  |                                       |          |   | $ |      | 
|Exercised                          |  |                   | (320      | )                                     | $ | 4.06   |  |                                       | (732      | ) | $ | 9.68  | 
|Canceled                           |  |                   |          |                                       | $ |       |  |                                       |          |   | $ |      | 
|                                   |  |                   |           |                                       |   |        |  |                                       |           |   |   |       | 
|Outstanding at
  end of the period |  |                   | 1,474     |                                       | $ | 9.57   |  |                                       | 602       |   | $ | 11.15 | 
|                                   |  |                   |           |                                       |   |        |  |                                       |           |   |   |       | 
|                                   |  |                   |           |                                       |   |        |  |                                       |           |   |   |       | 
|Weighted Average
  Life Remaining  |  |                   | 6.9 years |                                       |   |        |  |                                       | 6.2 years |   |   |       | 
|                                   |  |                   |           |                                       |   |        |  |                                       |           |   |   |       | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In December 2004, the FASB issued SFAS No.
  123(R), Share-Based Payment(SFAS 123R),
  which revises SFAS No. 123, Accounting for Stock-Based Compensation(SFAS
  123), as amended by SFAS No. 148, Accounting for Stock Based Compensation-Transition
  and Disclosure (SFAS 148). SFAS 123R supersedes APB Opinion
  No. 25, Accounting for Stock Issued to Employees (APB 25) and
  requires all stock-based compensation to be recognized as an expense in the
  financial statements and that such costs be measured according to the fair
  value of the award. SFAS 123R became effective for the Company at the
  beginning of the fiscal 2006, and the Company accounts for the effects of
  SFAS 123R under the modified prospective application. All stock options were
  fully vested prior to fiscal 2006. Therefore, adoption of the provisions of
  SFAS 123R did not have an impact on the Companys accompanying condensed
  consolidated balance sheet and statement of income, at and for the three and
  nine months ended October 28, 2006. While there are currently no unvested
  options, the Company will continue to use the Black-Scholes option valuation
  model for future stock options granted, if any.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | SFAS 123R changes the presentation of realized
  excess tax benefits associated with the exercise of stock options in the
  statements of cash flows. Excess tax benefits are realized tax benefits from
  tax deductions for the exercise of stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

8

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | options in excess of the deferred tax asset
  attributable to stock compensation expense for such options. Prior to the
  adoption of SFAS 123R, such realized tax benefits were required to be
  presented as operating cash flows. SFAS 123R requires such realized tax
  benefits to be presented as part of cash flows from financing activities. For
  the nine months ended October 29, 2005 and October 28, 2006, tax benefits
  realized from stock option exercises totaled $3,749 and $4,371, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Prior to fiscal 2006, the Company accounted for
  grants of stock rights in accordance with APB 25 and provided pro forma
  effects of SFAS 123 in accordance with SFAS 148. To account for its
  fixed-plan stock options, the Company applied the intrinsic-value-based
  method of accounting prescribed by APB 25, and related interpretations
  including Financial Accounting Standards Board Interpretation No. 44, Accounting
  for Certain Transactions Involving Stock Compensation, issued in
  March 2000. Under this method, compensation expense is recorded on the
  measurement date only if the then-current market price of the underlying stock
  exceeds the exercise price. Historically, the Company has issued
  substantially all options at or above the market price on the measurement
  date. There was no stock-based compensation expense recognized in the
  Condensed Consolidated Statements of Income for the three and nine month
  periods ended October 29, 2005 and October 28, 2006. SFAS 123, as amended by
  SFAS 148, established accounting and disclosure requirements using a
  fair-value-based method of accounting for stock-based employee compensation
  plans. As allowed by SFAS 123 prior to adoption of SFAS 123R, the
  Company elected to apply the intrinsic-value-based method of accounting
  described above, and adopted only the disclosure requirements of
  SFAS 123 as amended by SFAS 148. The following table illustrates
  the effect on net income if the fair-value-based method had been applied to
  all outstanding and unvested awards in the three and nine months ended
  October 29, 2005 and compensation expense had been recorded:

|                                                                                                                             |  |                                    |       |                                   |   |        | 
|---------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ----- | --------------------------------- | - | ------ | 
|                                                                                                                             |  |                                    |       |                                   |  
|                                                                                                                             |  | Three Months EndedOctober 29, 2005 |       | Nine Months EndedOctober 29, 2005 |  
|                                                                                                                             |  |                                    |       |                                   |  
|                                                                                                                            
|Net income as reported                                                                                                       |  | $                                  | 4,652 |                                   | $ | 16,728 | 
|                                                                                                                             |  |                                    |       |                                   |   |        | 
|Deduct total stock-based employee compensation expense determined
under
  fair-value-based method for all awards, net of tax |  |                                    | 46    |                                   |   | 180    | 
|                                                                                                                             |  |                                    |       |                                   |   |        | 
|                                                                                                                             |  |                                    |       |                                   |   |        | 
|Pro forma net income                                                                                                         |  | $                                  | 4,606 |                                   | $ | 16,548 | 
|                                                                                                                             |  |                                    |       |                                   |   |        | 
|                                                                                                                             |  |                                    |       |                                   |   |        | 
|Pro forma basic net income per common share                                                                                  |  | $                                  | 0.27  |                                   | $ | 0.98   | 
|                                                                                                                             |  |                                    |       |                                   |   |        | 
|                                                                                                                             |  |                                    |       |                                   |   |        | 
|Pro forma diluted net income per common share                                                                                |  | $                                  | 0.25  |                                   | $ | 0.92   | 
|                                                                                                                             |  |                                    |       |                                   |   |        | 

| |                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The fair value of each stock option granted is
  estimated on the date of grant using the Black-Scholes option pricing model
  with the following weighted average assumption used for grants in the nine
  months ended October 29, 2005. For the three and nine months ended October
  28, 2006, there were no stock options granted.

|                                          |  |                                    |   |                                   |  |            | 
|----------------------------------------- |  | ---------------------------------- | - | --------------------------------- |  | ---------- | 
|                                          |  |                                    |   |                                   | 
|                                          |  | Three Months EndedOctober 29, 2005 |   | Nine Months EndedOctober 29, 2005 | 
|                                          |  |                                    |   |                                   | 
|                                          |  | (no
  options granted)             |   |                                   | 
|Risk free interest rate                   |  |                                    |  |                                   |  | 3.88%      | 
|Expected volatility                       |  |                                    |  |                                   |  | 34%        | 
|Expected life                             |  |                                    |  |                                   |  | 3
  years  | 
|Contractual life                          |  |                                    |  |                                   |  | 10
  years | 
|Expected dividend yield                   |  |                                    |  |                                   |  | 0.0%       | 
|Fair value of options granted
  per share |  |                                    |  |                                   |  | $26.29     | 
|# of options granted                      |  |                                    |  |                                   |  | 36         | 

|   |                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | EARNINGS PER SHARE                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                            
|   | Basic net income per share is calculated by dividing
  net income by the weighted average number of common shares outstanding for
  the period. Diluted net income per share is calculated by dividing net income
  by the diluted weighted
|   |                                                                                                                                                                                                                                            

9

---



| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                     
| | average common shares, which reflect the potential
  dilution of stock options. The weighted average shares used to calculate
  basic and diluted earnings per share are as follows:

|                                                  |  |                    |  |                   |  |                  |  |                  | 
|------------------------------------------------- |  | ------------------ |  | ----------------- |  | ---------------- |  | ---------------- | 
|                                                  |  | Three Months Ended |  | Nine Months Ended | 
|                                                  |  |                    |  |                   | 
|                                                  |  | October 29, 2005   |  | October 28, 2006  |  | October 29, 2005 |  | October 28, 2006 | 
|                                                  |  |                    |  |                   |  |                  |  |                  | 
|                                                 
|Weighted average
  shares outstanding for basic   |  | 17,101             |  | 18,016            |  | 16,966           |  | 17,967           | 
|                                                  |  |                    |  |                   |  |                  |  |                  | 
|Dilutive effect
  of stock options                |  | 974                |  | 314               |  | 1,027            |  | 372              | 
|                                                  |  |                    |  |                   |  |                  |  |                  | 
|                                                  |  |                    |  |                   |  |                  |  |                  | 
|Weighted average
  shares outstanding for diluted |  | 18,075             |  | 18,330            |  | 17,993           |  | 18,339           | 
|                                                  |  |                    |  |                   |  |                  |  |                  | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The Company uses the treasury method for calculating
  the dilutive effect of stock options. There were no anti-dilutive options as
  of October 29, 2005 and October 28, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In the third quarter of fiscal 2006, the Internal
  Revenue Service completed its examination of the Companys Federal income tax
  return for fiscal year 2004. The fiscal year 2004 income tax return was the
  first return that included the Companys change to the retail inventory
  method for income tax purposes, among other items. The income tax provision
  in the consolidated statements of income for the third quarter of fiscal 2006
  includes $0.5 million reduction of previously recorded income tax liabilities
  that were settled in the third quarter of fiscal 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7. | LOAN AMENDMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In the second quarter of fiscal 2006, the Company
  and its bank amended the credit agreement (as so amended, the Credit
  Agreement). The amendment extends the credit facilitys term to April 2010,
  establishes a more favorable Borrowing Base formula and reduces the variable
  interest rates and unused credit line fees. Except as otherwise described
  below, the maximum amount which may be borrowed under the credit facility is
  $100 million, even if the Borrowing Base will support a higher amount.
  Subject to certain limitations, the Company may increase the maximum amount
  to $125 million upon request made by April 30, 2008. Interest rates under the
  Credit Agreement vary with the prime rate or LIBOR and may include a spread
  over or under the applicable rate. The spreads, if any, are based upon the
  Companys excess availability from time to time. The average interest rate,
  excluding unused line fees, was 6.8% for the three months ended October 28,
  2006. The loan covenants under the Credit Agreement remain unchanged and as
  of October 28, 2006, the Company was in compliance with all loan covenants.
  The borrowings under the Credit Agreement totaled $16.7 million as of October
  28, 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8. | SEGMENT REPORTING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company has two reportable segments: Stores and
  Direct Marketing. The Stores segment includes all Company owned stores
  excluding factory stores. The Direct Marketing segment includes all sales
  through catalog and Internet. Each segment offers a similar mix of mens
  clothing to the retail customer. In addition, the Stores segment provides
  complete alterations, while the Direct Marketing segment only provides
  certain alterations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The accounting policies of the segments are the same
  as those described in the Companys Annual Report on Form 10-K for the fiscal
  year ended January 28, 2006. 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 Direct Marketing), 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 Stores, the typical customer travels to the store and purchases
  mens clothing and/or alterations and takes the purchases with them. The
  Direct Marketing customer receives a catalog in his or her home and/or office
  and/or visits our website via the Internet and places an order by phone,
  mail, fax or online. The merchandise is then shipped to the customer.                                                                                                                                                                                                                                                                         

10

---



Segment data is presented in the following table:

Three months ended October 28, 2006

|                              |  |        |         |                    |   |        |  |       |         |   |   |         | 
|----------------------------- |  | ------ | ------- | ------------------ | - | ------ |  | ----- | ------- | - | - | ------- | 
|                              |  | Stores |         | Direct
  Marketing |   | Other  |  | Total |        
|                              |  |        |         |                    |   |        |  |       |        
|                             
|Net sales (a)                 |  | $      | 104,870 |                    | $ | 11,726 |  | $     | 2,915   |   | $ | 119,511 | 
|Depreciation and amortization |  |        | 3,436   |                    |   | 18     |  |       | 607     |   |   | 4,061   | 
|Operating income (loss)(b)    |  |        | 17,203  |                    |   | 4,453  |  |       | (12,597 | ) |   | 9,059   | 
|Capital expenditures (d)      |  |        | 6,735   |                    |   | 22     |  |       | 665     |   |   | 7,422   | 

Three months endedOctober 29,
2005

|                              |  |        |        |                    |   |       |  |       |         |   |   |         | 
|----------------------------- |  | ------ | ------ | ------------------ | - | ----- |  | ----- | ------- | - | - | ------- | 
|                              |  | Stores |        | Direct
  Marketing |   | Other |  | Total |        
|                              |  |        |        |                    |   |       |  |       |        
|                             
|Net sales (a)                 |  | $      | 92,836 |                    | $ | 9,662 |  | $     | 3,141   |   | $ | 105,639 | 
|Depreciation and amortization |  |        | 2,590  |                    |   | 17    |  |       | 568     |   |   | 3,175   | 
|Operating income (loss) (b)   |  |        | 17,164 |                    |   | 3,221 |  |       | (11,839 | ) |   | 8,546   | 
|Capital expenditures (d)      |  |        | 5,730  |                    |   | 4     |  |       | 442     |   |   | 6,176   | 

Nine
Months ended October 28, 2006

|                              |  |        |         |                    |   |        |  |       |         |   |   |         | 
|----------------------------- |  | ------ | ------- | ------------------ | - | ------ |  | ----- | ------- | - | - | ------- | 
|                              |  | Stores |         | Direct
  Marketing |   | Other  |  | Total |        
|                              |  |        |         |                    |   |        |  |       |        
|                             
|Net sales (a)                 |  | $      | 309,079 |                    | $ | 35,078 |  | $     | 8,117   |   | $ | 352,274 | 
|Depreciation and amortization |  |        | 9,796   |                    |   | 54     |  |       | 1,753   |   |   | 11,603  | 
|Operating income (loss) (b)   |  |        | 56,419  |                    |   | 13,702 |  |       | (38,328 | ) |   | 31,793  | 
|Identifiable assets (c)       |  |        | 289,149 |                    |   | 37,645 |  |       | 17,009  |   |   | 343,803 | 
|Capital expenditures (d)      |  |        | 18,657  |                    |   | 41     |  |       | 1,624   |   |   | 20,322  | 

Nine Months endedOctober 29,
2005

|                              |  |        |         |                    |   |        |  |       |         |   |   |         | 
|----------------------------- |  | ------ | ------- | ------------------ | - | ------ |  | ----- | ------- | - | - | ------- | 
|                              |  | Stores |         | Direct
  Marketing |   | Other  |  | Total |        
|                              |  |        |         |                    |   |        |  |       |        
|                             
|Net sales (a)                 |  | $      | 263,644 |                    | $ | 28,838 |  | $     | 8,320   |   | $ | 300,802 | 
|Depreciation and amortization |  |        | 7,822   |                    |   | 52     |  |       | 1,586   |   |   | 9,460   | 
|Operating income (loss) (b)   |  |        | 53,122  |                    |   | 10,013 |  |       | (33,410 | ) |   | 29,725  | 
|Identifiable assets (c)       |  |        | 253,046 |                    |   | 37,899 |  |       | 19,100  |   |   | 310,045 | 
|Capital expenditures (d)      |  |        | 16,488  |                    |   | 13     |  |       | 1,555   |   |   | 18,056  | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a) | Direct Marketing net sales
  represent catalog and Internet sales including catalog orders placed in new
  stores. Net sales from segments below the quantitative thresholds are
  attributable primarily to three operating segments of the Company. Those
  segments are factory 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 Stores
  and Direct Marketing segments represents profit before allocations of
  overhead from the corporate office and the distribution center (which are
  included in the Other segment), interest and income taxes. Total operating
  income represents profit before 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 residing in or
  related to the reportable segment. Assets included in Other are primarily
  cash and cash equivalents, property, plant and equipment 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.                                                                                                                                                                                                                                                                                                                                                                                             

|   |                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | COMMON STOCK DIVIDENDS                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                   
|   | 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. In conjunction with the distribution
  of the stock

11

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | dividend, the Company retired all of its previously
  held shares of treasury stock. 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 this stock dividend.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10. | COMMITMENTS
  AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On July 24, 2006, a lawsuit was filed against the
  Company and its Chief Executive Officer in the United States District Court
  for the District of Maryland by Roy T. Lefkoe, Civil Action Number
  1:06-cv-01892-WMN (the Lefkoe Action). The lawsuit purports to be a class
  action on behalf of purchasers of the Companys stock from January 5, 2006
  through June 7, 2006. The lawsuit purports to make claims under Sections
  10(b) and 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934, based
  on the Companys disclosures during the time period described above. It seeks
  unspecified damages, costs, and attorneys fees. The Company intends to
  defend the matter vigorously.                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On August 3, 2006, a lawsuit substantially similar
  to the Lefkoe Action was filed in the United States District Court for the
  District of Maryland by Tewas Trust UAD 9/23/86, Civil Action Number
  1:06-cv-02011-WMN (the Tewas Trust Action). The Tewas Trust Action was
  filed against the same defendants as those in the Lefkoe Action and purported
  to assert the same claims and seek the same relief. On November 20, 2006, the
  Lefkoe Action and the Tewas Trust Action were consolidated under the Lefkoe
  Action case number (1:06-cv-01892-WMN) and the Tewas Trust Action was
  administratively closed.                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On August 11, 2006, a lawsuit was filed against the
  Companys directors and, as nominal defendant, the Company in the United
  States District Court for the District of Maryland by Glenn Hutton, Civil
  Action Number 1:06-cv-02095-BEL (the Hutton Action). The lawsuit purported
  to be a shareholder derivative action. The lawsuit purported to make claims
  for various violations of state law that allegedly occurred from January 5,
  2006 through the present. It sought on behalf of the Company against the
  directors unspecified damages, costs, and attorneys fees.                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On August 28, 2006, a lawsuit substantially similar
  to the Hutton Action was filed in the United States District Court for the
  District of Maryland by Robert Kemp, Civil Action Number 1:06-cv-02232-BEL
  (the Kemp Action). The Kemp Action was filed against the same defendants as
  those in the Hutton Action and purported to assert substantially the same
  claims and sought substantially the same relief.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On October 17, 2006, the Hutton Action and the Kemp
  Action were consolidated under the Hutton Action case number
  (1:06-cv-02095-BEL) and is now known as In
  re Jos. A. Bank Clothiers, Inc. Derivative Litigation (the
  Derivative Action). The Amended Shareholder Derivative Complaint in the
  Derivative Action was filed against the same defendants as those in the
  Hutton Action and purports to assert substantially the same claims and seek
  substantially the same relief. The Company intends to defend the Derivative
  Action vigorously.                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The resolution of these legal matters noted above
  cannot be accurately predicted and there is no estimate of costs, if any.
  Accordingly, the Company has not recorded any provision for loss associated
  with these lawsuits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | As more fully set forth in the Companys Annual
  Report on Form 10-K for the fiscal year ended January 28, 2006, two lawsuits
  were filed against the Company alleging unlawful wage payments and employment
  practices. In October 2006, the Company entered into a Stipulation of
  Settlement which the Company expects will fully resolve the lawsuits. The
  Stipulation of Settlement received preliminary court approval on November 20,
  2006. The Company anticipates final court approval of the Stipulation of
  Settlement and completion of final documentation and therefore does not
  anticipate that resolution of the lawsuits will have a material adverse
  effect on the business, net assets or financial position of the Company. The
  Company previously recorded a loss contingency for the estimated impact of
  the resolution of these lawsuits in its Statement of Income for the second
  quarter of fiscal 2006.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | From time to time, other legal matters in which the
  Company may be named as a defendant arise in the normal course of the
  Companys business activities. The resolution of these legal matters against
  the Company cannot be accurately predicted. The Company does not anticipate
  that the outcome of such matters will have a material adverse effect on the
  business, net assets or financial position of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

12

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

The following discussion should be read in conjunction
with the attached unaudited condensed consolidated financial statements and
notes thereto and with the Companys audited financial statements and notes
thereto included in its Annual Report on Form 10-K for the fiscal year ended
January 28, 2006.

Overview - For the third quarter of the
Companys fiscal 2006, the Companys net income was $5.5 million, as compared
with net income of $4.7 million for the third quarter of the Companys fiscal
2005. The Company earned $0.30 per diluted share in the third quarter of fiscal
2006 compared with $0.26 per diluted share in the third quarter of fiscal 2005.
As such, diluted earnings per share increased 15% as compared with the prior
year period. The results of the third quarter of fiscal 2006 were primarily
driven by:

|  |                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------
| | 13.1% increase in net sales with increases in both
  the Stores and Direct Marketing (catalog and Internet) segments;
|  |                                                                                                                      
| | 50 basis point increase in gross profit margins;                                                                     
|  |                                                                                                                      
| | 105 basis point increase in operating expenses as a
  percentage of net sales;                                       
|  |                                                                                                                      
| | The opening of 52 new stores since the end of the
  third quarter of fiscal 2005.                                    

Management believes that the chain can grow to approximately
500 stores. As of October 28, 2006, the Company had 359 stores opened. The
Company plans to open approximately 50 new stores in fiscal 2006 as part of its
plan to grow the chain to the 500 store level, including 35 stores opened in
the first three quarters of fiscal 2006. The store growth is part of a
strategic plan the Company initiated in the year ended February 3, 2001
(fiscal 2000). In the past six years, the Company has continued to increase
its number of stores as infrastructure and performance has improved. As such,
there were 10 new stores opened in fiscal 2000 (including two factory stores),
21 new stores opened in the year ended February 2, 2002, 25 new stores opened
in the year ended February 1, 2003, 50 new stores opened in the year ended
January 31, 2004, 60 new stores opened in fiscal 2004 and 56 new stores opened
in fiscal 2005.

Capital expenditures are expected to be approximately
$25 to $30 million in fiscal 2006, primarily to fund the opening of
approximately 50 new stores, the renovation and/or relocation of several stores
and the implementation of various information technology systems initiatives,
of which $20.3 million has been spent during the nine months ended October 28,
2006. The capital expenditures include the cost of the construction of
leasehold improvements, fixtures and equipment for new, renovated and relocated
stores, of which approximately $11 million is expected to be reimbursed for
stores opened in fiscal 2006 through landlord contributions.

Common Stock Dividends. 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.
In conjunction with the distribution of the stock dividend, the Company retired
all of its previously held shares of treasury stock. 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 this stock dividend.

13

---



Critical Accounting Policies and Estimates - In preparing the Condensed Consolidated Financial Statements, a number of
assumptions and estimates are made that, in the judgment of management, are
proper in light of existing general economic and company-specific
circumstances. For a detailed discussion on the application of these and other
accounting policies, see Note 1 to the Consolidated Financial Statements in the
Companys Annual Report on Form 10-K for the fiscal year ended January 28,
2006.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Inventory.
  The Company records inventory at the lower of cost or market (LCM). Cost is
  determined using the first-in, first-out method. The estimated market value
  is based on assumptions for future demand and related pricing. The Company
  reduces the carrying value of inventory to net realizable value where cost
  exceeds estimated selling price less costs of disposal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Managements sales assumptions are based on the
  Companys experience that most of the Companys inventory is sold through the
  Companys primary sales channels with virtually no inventory being liquidated
  through bulk sales to third parties. The Companys LCM reserve estimates for
  inventory that have been made in the past have been very reliable as a
  significant portion of its sales (approximately two-thirds in fiscal 2005)
  are classic traditional products that are on-going programs and that bear low
  risk of write-down. These products include items such as navy and gray suits,
  navy blazers, white and blue button-down shirts, etc. The portions of
  products that have fashion elements are monitored closely to ensure that
  aging goals are achieved to limit the need to sell significant amounts of
  product below cost. In addition, the Companys strong gross profit margins enable
  the Company to sell substantially all of its products at levels above cost.                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | To calculate the estimated market value of its
  inventory, the Company periodically performs a detailed review of all of its
  major inventory classes and stock-keeping units and performs an analytical
  evaluation of aged inventory on a quarterly basis. Semi-annually, the Company
  compares the on-hand units and season-to-date unit sales (including actual
  selling prices) to the sales trend and estimated prices required to sell the
  units in the future, which enables the Company to estimate the amount which
  may have to be sold below cost. Many of the units sold below cost are sold in
  the Companys factory stores within twenty-four months of purchase. In fiscal
  2004 and 2005, the Companys costs in excess of selling price plus the cost
  of disposal in its factory stores was $1.1 million and $0.8 million,
  respectively. The inventory component of these costs is recorded in cost of
  goods sold whereas the related costs of disposal are recorded as selling and
  marketing expenses. The Company is experiencing similar results in fiscal
  2006. If the inventory required to be sold through the factory stores or
  liquidated through other means varies from the estimate, the Companys LCM
  reserve could change.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Asset
  Valuation. Long-lived
  assets, such as property, plant and equipment subject to depreciation, are
  periodically reviewed for impairment to determine whether events or changes
  in circumstances indicate that the carrying amount of an asset may not be
  recoverable. Recoverability of assets to be held and used is measured by a
  comparison of the carrying amount of an asset to estimated undiscounted
  future cash flows expected to be generated by the asset. If the carrying
  amount of an asset exceeds its estimated future cash flows, an impairment
  charge is recognized in the amount by which the carrying amount of the asset
  exceeds the fair value of the asset. The asset valuation estimate is
  principally dependent on the Companys ability to generate profits at both
  the Company and store levels. These levels are principally driven by the
  sales and gross profit trends that are closely monitored by the Company. In
  each of fiscal years 2004 and 2005, as well as for the first three quarters
  of fiscal 2006, there have been no asset valuation charges.                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Lease
  Accounting. The
  Company uses a consistent lease period (generally, the initial non-cancelable
  lease term plus renewal option periods provided for in the lease that can be
  reasonably assured) when calculating depreciation of leasehold improvements
  and in determining straight-line rent expense and classification of its
  leases as either an operating lease or a capital lease. The lease term and
  straight-line rent expense commences on the date when the Company takes
  possession and has the right to control use of the leased premises. Funds
  received from the lessor intended to reimburse the Company for the costs of
  leasehold improvements are recorded as a deferred credit resulting from a
  lease incentive and amortized over the lease term as a reduction to rent
  expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                 

While the Company has taken reasonable care in
preparing these estimates and making these judgments, actual results could and
probably will differ from the estimates. Management believes any difference in
the actual results from the estimates will not have a material effect upon the
Companys financial position or results of operations.

14

---



Results of Operations

The following table is derived from the Companys
Condensed Consolidated Statements of Income and sets forth, for the periods
indicated, the items included in the Condensed Consolidated Statements of
Income expressed as a percentage of net sales.

|                                         |  |                                                |       |                                               |  |                    |   |                    |       |   |  |       |  
|---------------------------------------- |  | ---------------------------------------------- | ----- | --------------------------------------------- |  | ------------------ | - | ------------------ | ----- | - |  | ----- | -
|                                         |  | Percentage
  of Net Sales
  Three Months Ended |       | Percentage
  of Net Sales
  Nine Months Ended | 
|                                         |  |                                                |       |                                               | 
|                                         |  | October
  29, 2005                             |       | October
  28, 2006                            |  | October 29,
  2005 |   | October
  28, 2006 |      
|                                         |  |                                                |       |                                               |  |                    |   |                    |      
|                                        
|Net sales                                |  |                                                | 100.0 | %                                             |  | 100.0              | % |                    | 100.0 | % |  | 100.0 | %
|Cost of goods sold                       |  |                                                | 39.9  |                                               |  | 39.4               |   |                    | 38.4  |   |  | 38.5  |  
|Gross profit                             |  |                                                | 60.1  |                                               |  | 60.6               |   |                    | 61.6  |   |  | 61.5  |  
|Sales and marketing expenses             |  |                                                | 41.0  |                                               |  | 42.4               |   |                    | 41.1  |   |  | 41.8  |  
|General and administrative expenses      |  |                                                | 10.9  |                                               |  | 10.5               |   |                    | 10.5  |   |  | 10.6  |  
|Store opening costs                      |  |                                                | 0.2   |                                               |  | 0.1                |   |                    | 0.1   |   |  | 0.1   |  
|Operating income                         |  |                                                | 8.1   |                                               |  | 7.6                |   |                    | 9.9   |   |  | 9.0   |  
|Interest expense, net                    |  |                                                | 0.6   |                                               |  | 0.3                |   |                    | 0.4   |   |  | 0.3   |  
|Income before provision for income taxes |  |                                                | 7.5   |                                               |  | 7.2                |   |                    | 9.4   |   |  | 8.7   |  
|Provision for income taxes               |  |                                                | 3.1   |                                               |  | 2.6                |   |                    | 3.9   |   |  | 3.5   |  
|Net income                               |  |                                                | 4.4   |                                               |  | 4.6                |   |                    | 5.6   |   |  | 5.2   |  

Net Sales - Net sales increased 13.1%
or $13.9 million to $119.5 million in the third quarter of fiscal 2006 as
compared with $105.6 million in the third quarter of fiscal 2005. Net sales for
the first nine months of fiscal 2006 increased 17.1% to $352.3 million,
compared with $300.8 million in the first nine months of fiscal 2005. The sales
increases were primarily related to increases in Store sales (including new stores)
and in Direct Marketing sales. Comparable store sales increased 2.3% and 5.6%
in the third quarter and first nine months of fiscal 2006, respectively, as
compared to the same respective periods of fiscal 2005.

In the third quarter and first nine months of fiscal
2006, significant sales increases were achieved in dress shirts and sportswear.
Also during the third quarter and first nine months of fiscal 2006, sales of
luxury Signature and Signature Gold suits increased over the same prior year
period. Suit sales were consistent in comparable stores during the third
quarter and the first nine months of fiscal 2006, as compared to the same
periods of fiscal 2005.

For comparable stores, traffic (as measured by
transactions) increased in the third quarter and first nine months of fiscal
2006, as compared with the third quarter and first nine months of fiscal 2005.
The average dollars per transaction and items per transaction decreased in the
third quarter and first nine months of fiscal 2006, as compared to the same
periods in fiscal 2005.

The following table summarizes store opening and
closing activity during the respective periods.

|                                             |  |                      |     |                     |  |                    |  |                    |     |        |  |                 |  |        |     |                 |  |       |   |  |     |  |  |       | 
|-------------------------------------------- |  | -------------------- | --- | ------------------- |  | ------------------ |  | ------------------ | --- | ------ |  | --------------- |  | ------ | --- | --------------- |  | ----- | - |  | --- |  |  | ----- | 
|                                             |  | Three
  Months Ended |     | Nine
  Months Ended | 
|                                             |  |                      |     |                     | 
|                                             |  | October
  29, 2005   |     | October
  28, 2006  |  | October 29,
  2005 |  | October
  28, 2006 |    
|                                             |  |                      |     |                     |  |                    |  |                    |    
|                                             |  | Stores               |     | Square 
  Feet*     |  | Stores             |  | Square 
  Feet*    |     | Stores |  | Square 
  Feet* |  | Stores |     | Square 
  Feet* | 
|                                             |  |                      |     |                     |  |                    |  |                    |     |        |  |                 |  |        |     |                 | 
|Stores open at
  the beginning of the period |  |                      | 282 |                     |  | 1,364              |  |                    | 340 |        |  | 1,603           |  |        | 269 |                 |  | 1,318 |   |  | 324 |  |  | 1,543 | 
|Stores opened                                |  |                      | 25  |                     |  | 96                 |  |                    | 19  |        |  | 80              |  |        | 39  |                 |  | 150   |   |  | 35  |  |  | 140   | 
|Stores closed                                |  |                      |    |                     |  |                   |  |                    |    |        |  |                |  |        | (1  | )               |  | (8    | ) |  |    |  |  |      | 
|                                             |  |                      |     |                     |  |                    |  |                    |     |        |  |                 |  |        |     |                 |  |       |   |  |     |  |  |       | 
|Stores open at
  the end of the period       |  |                      | 307 |                     |  | 1,460              |  |                    | 359 |        |  | 1,683           |  |        | 307 |                 |  | 1,460 |   |  | 359 |  |  | 1,683 | 
|                                             |  |                      |     |                     |  |                    |  |                    |     |        |  |                 |  |        |     |                 |  |       |   |  |     |  |  |       | 

|                                                                                                     
|-----------------------------------------------------------------------------------------------------
|                                                                                                     
|*         square feet is presented in thousands and excludes
  the square footage of franchise stores

Gross profit - Gross profit (net sales
less cost of goods sold) totaled $72.5 million or 60.6% of net sales in the
third quarter of fiscal 2006, as compared with $63.5 million or 60.1% of net
sales in the third quarter of fiscal 2005. The increased gross profit
percentage was driven primarily by higher initial markups. For the first nine
months of fiscal

15

---



2006, gross profit represented 61.5% of net sales compared
with 61.6% for the same period of fiscal 2005. While gross profit increased in the second and
third quarters of fiscal 2006, the decrease in gross profit margin in the first
quarter of fiscal 2006 resulted in a year-to-date decrease of 0.1% of sales.

Sales and Marketing Expenses  Sales
and marketing expenses consist primarily of a) full-line store, factory store
and direct marketing occupancy, payroll, selling and other variable costs and
b) total Company advertising and marketing expenses. These expenses increased
by $7.3 million and $23.4 million in the third quarter and first nine months of
fiscal 2006, respectively, as compared to the comparable periods of fiscal
2005. The increase in sales and marketing expenses relates primarily to the
opening of 52 new stores since the end of the third quarter of fiscal 2005 and
consists of a) $3.4 million and $10.3 million, respectively, for the third
quarter and first nine months of fiscal 2006 related to additional occupancy
costs, b) $2.6 million and $9.5 million, respectively, for the third quarter
and first nine months of fiscal 2006 related to additional store employee
compensation costs, and c) $1.3 million and $3.6 million, respectively, for the
third quarter and first nine months of fiscal 2006 related to additional other
variable selling costs (relating primarily to increases in advertising of $0.7
million and $1.4 million in the third quarter and first nine months of fiscal
2006, respectively.) The Company expects sales and marketing expenses to
continue to increase in the fourth quarter of fiscal 2006 as compared to the
fourth quarter of fiscal 2005 primarily as a result of opening new stores, the
full year operation of stores that were opened during fiscal 2005, and an
increase in advertising expenditures.

General and Administrative Expenses 
General and administrative expenses (G&A), which consist primarily of
corporate payroll costs and overhead and distribution center costs, increased
$1.1 million and $5.8 million in the third quarter and first nine months of
fiscal 2006, respectively, as compared to the same respective periods of fiscal
2005. The increases for both periods were primarily due to increases in
employee compensation (including compensation increases of $0.4 million and
$2.2 million for the third quarter and nine months, respectively) and
professional fees, as compared with the comparable prior year periods. The
G&A costs in the first nine months of fiscal 2006 also increased compared
to the same prior year period as a result of an increase in medical costs and
distribution center costs. Continued growth in the Stores and Direct Marketing
segments may result in further increases in G&A in the fourth quarter of
fiscal 2006, when compared with the fourth quarter of fiscal 2005.

Store Opening Costs  Store opening
costs, which include start-up costs such as travel for recruitment, training,
and setup of new stores, were consistent in the third quarter and the first
nine months of fiscal 2006, as compared with the same periods in fiscal 2005.

Interest Expense, net  Interest
expense decreased $0.2 and $0.3 million in the third quarter and the first nine
months of fiscal 2006, as compared to the same periods of fiscal 2005. The
decreases were due primarily to lower borrowing levels partially offset by
higher interest rates. Average revolver loan borrowings decreased $15.8 million
and $6.5 million, respectively, for the third quarter and first nine months of
fiscal 2006 as compared to third quarter and first nine months of fiscal 2005.
The average interest rate (excluding unused line fees) was 6.8% for both the
third quarter and first nine months of fiscal 2006, as compared with 5.7% and
5.8%, respectively, for the third quarter and first nine months of fiscal 2005.

Income Taxes  The effective income tax
rate for the first nine months of fiscal 2006 decreased to 40.5% as compared
with 41.1% in the first nine months of fiscal 2005. The income tax rate was
lower primarily due to the settlement of certain income tax matters. For the
third quarter of fiscal 2006, the effective tax rate was 36.3%, as the
resolution of these tax matters occurred solely in the third quarter.

Liquidity
and Capital Resources - The Company maintains a credit facility under a bank credit
agreement. The credit facility includes, among other things, a revolving loan,
the borrowing limit under which is determined by a formula based on the
Companys inventories and accounts receivable (the Borrowing Base). In the
second quarter of fiscal 2006, the Company and its bank amended the credit
agreement (as so amended, the Credit Agreement). The amendment extends the
credit facilitys term to April 2010, establishes a more favorable Borrowing
Base formula and reduces the variable interest rates and unused credit line
fees. Except as otherwise described below, the maximum amount which may be
borrowed under the credit facility is $100 million, even if the Borrowing Base
will support a higher amount. Subject to certain limitations, the Company may
increase the maximum amount to $125 million upon request made by April 30,
2008. Interest rates under the Credit Agreement vary with the prime rate or
LIBOR and may include a spread over or under the applicable rate. The spreads,
if any, are based upon the Companys excess availability from time to time. The
average interest rate, excluding unused line fees, was 6.8% for the three
months ended October 28, 2006. The loan covenants under the Credit Agreement
remain unchanged and as of October 28, 2006, the Company was in compliance with
all loan covenants. The borrowings under the Credit Agreement totaled $16.7
million as of October 28, 2006. The Company also has $5.5 million of term debt
to be repaid.

16

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The Companys availability in excess of outstanding
borrowings, as supported by the existing borrowing base under its Credit
Agreement, was $82.9 million at October 28, 2006 compared with
$99.6 million at January 28, 2006.

The following table summarizes the Companys sources
and uses of funds as reflected in the Condensed Consolidated Statements of Cash
Flows (in thousands):

|                                                     |  |                     |         |                    |   |         |  
|---------------------------------------------------- |  | ------------------- | ------- | ------------------ | - | ------- | -
|                                                     |  | Nine
  Months Ended |        
|                                                     |  |                     |        
|                                                     |  | October
  29, 2005  |         | October
  28, 2006 |  
|                                                     |  |                     |         |                    |  
|                                                    
|Cash provided by (used in):                          |  |                     |         |                    |   |         |  
|Operating
  activities                               |  | $                   | (27,003 | )                  | $ | (13,265 | )
|Investing activities                                 |  |                     | (18,056 | )                  |   | (20,322 | )
|Financing
  activities                               |  |                     | 45,166  |                    |   | 27,797  |  
|                                                     |  |                     |         |                    |   |         |  
|Net increase (decrease) in cash and cash equivalents |  | $                   | 107     |                    | $ | (5,790  | )
|                                                     |  |                     |         |                    |   |         |  

Cash used in the Companys operating activities in the
first nine months of fiscal 2006 increased primarily due to higher expenditures
for inventory to support new store growth and other initiatives ($26.0 million
net inventory increase), cash outlays for a reduction of accounts payable ($8.4
million) and a reduction of accrued expenses ($5.3 million) related primarily
to the first quarter of 2006 payment of incentive compensation and taxes that
had been accrued at the end of fiscal 2005. Additionally, there were increases
in prepaid expenses ($3.5 million) and accounts receivable ($2.6 million). Cash
used in investing activities in the first nine months of 2006 relates primarily
to capital expenditures for new and renovated stores and information technology
system initiatives. Cash provided by financing activities for the first nine months
of fiscal 2006 relates primarily to net borrowings of $16.7 million from the
Companys revolving loan under the Credit Agreement, $11.5 million in net
proceeds from the exercise of stock options (including the related tax
benefits) and $0.4 million of proceeds from long-term debt. Also, the Company
used $0.7 million for the repayment of long-term debt.

Capital expenditures are expected to be approximately
$25 to $30 million in fiscal 2006, primarily to fund the opening of
approximately 50 new stores, the renovation and/or relocation of several stores
and the implementation of various information technology systems initiatives.
During the nine months ended October 28, 2006, $20.3 million has been spent on
capital expenditures. Management believes that the Companys cash from
operations and availability under its Credit Agreement will be sufficient to
fund its planned capital expenditures and operating expenses through fiscal
2007. The capital expenditures include the cost of the construction of
leasehold improvements, fixtures and equipment for new stores, of which
approximately $11 million is expected to be reimbursed for stores opened in
fiscal 2006 through landlord contributions. 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. Payments to contractors
may be made in the year after the store is opened, pending approval of the lien
waivers. For the stores opened in fiscal 2005, the Company negotiated
approximately $10.3 million of landlord contributions of which approximately
$9.4 million have been collected, including approximately $5.3 million which
was collected in the first nine months of fiscal 2006. The majority of the
remaining amount is expected to be received in fiscal 2006. For the stores
opened in the third quarter and first nine months of fiscal 2006, the Company
negotiated approximately $4.5 million and $7.7 million, respectively, of
landlord contributions, of which the majority is expected to be received by the
end of fiscal 2007.

Off-Balance
Sheet Arrangements The Company has no off-balance sheet
arrangements other than its operating lease agreements and a letter of credit
outstanding under its Credit Agreement as discussed below.

Disclosures about Contractual
Obligations and Commercial Commitments

The Companys principal
commitments are non-cancelable operating leases in connection with its retail
stores, certain tailoring spaces and equipment. Under the terms of certain of
these leases, the Company is required to pay a base annual rent plus a
contingent amount based on sales. In addition, many of these leases include
scheduled rent increases.

17

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The following table reflects a
summary of the Companys contractual cash obligations and other commercial
commitments as of fiscal 2006, including amounts paid in the first nine months
of fiscal 2006.

|                                |  |                               |        |           |   |           |  |               |        |       |   |         |  |   |         | 
|------------------------------- |  | ----------------------------- | ------ | --------- | - | --------- |  | ------------- | ------ | ----- | - | ------- |  | - | ------- | 
|                                |  | Payments
  Due by Fiscal Year |       
|                                |  |                               |       
|                                |  | (in
  thousands)              |       
|                                |  | 2006                          |        | 2007-2009 |   | 2010-2011 |  | Beyond
  2011 |        | Total |  
|                                |  |                               |        |           |   |           |  |               |        |       |  
|                               
|Long-term debt                  |  | $                             | 971    |           | $ | 2,820     |  | $             | 18,323 |       | $ | 801     |  | $ | 22,915  | 
|Operating leases (a)            |  |                               | 40,369 |           |   | 124,994   |  |               | 72,924 |       |   | 103,341 |  |   | 341,628 | 
|Stand-by Letter-of-credit (b)   |  |                               |       |           |   | 400       |  |               |       |       |   |        |  |   | 400     | 
|Scheduled Interest Payments (c) |  |                               | 1,303  |           |   | 3,994     |  |               | 235    |       |   | 240     |  |   | 5,772   | 
|License Agreement               |  |                               | 165    |           |   | 495       |  |               | 165    |       |   |        |  |   | 825     | 



---

(a) Includes
various lease agreements for stores to be opened and equipment placed in
service subsequent to October 28, 2006. See Note 9 to the Consolidated
Financial Statements in the Companys Annual Report on Form 10-K for the fiscal
year ended January 28, 2006.


(b) 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).

(c) These
scheduled interest payments consist of interest payments on the outstanding
long term debt. For borrowings under the Companys Credit Agreement, projected
interest is calculated based on the outstanding principal balance as of October
28, 2006. For borrowings under the Companys variable rate debt instruments
(including the Credit Agreement), interest is calculated based on the interest
rates in effect on October 28, 2006. The principal balance of the revolver and
all variable interest rates may, and probably will, vary in future periods.

Cautionary Statement

This Quarterly Report on Form 10-Q includes and
incorporates by reference certain statements that may be deemed to be
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for certain forward-looking statements so long as
such information is identified as forward-looking and is accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the information.
When used in this Quarterly Report on Form 10-Q, the words estimate,
project, plan, will, anticipate, expect, intend,
outlook, may, believe,
and other similar expressions are intended to identify forward-looking
statements and information. Actual results may differ materially from those
anticipated due to a variety of factors outside of the Companys control that
can affect the Companys operating results, liquidity and financial condition.
Such factors include risks associated with economic, weather, public health and
other factors affecting consumer spending, higher energy and security costs,
the successful implementation of the Companys growth strategy, including the
ability of the Company to finance its expansion plans, the mix and pricing of
goods sold, the effectiveness and profitability of new concepts, the market
price of key raw materials such as wool and cotton, seasonality, fashion trends
and changing consumer preferences, the effectiveness of the Companys marketing
programs, the availability of lease sites for new stores, the ability to source
product from its global supplier base, litigations and other factors as
described under the caption Item 1A. Risk Factors in this Quarterly Report on
Form 10-Q and our filings with the Securities and Exchange Commission,
including the Companys Annual Report on Form 10-K for the year ended January
28, 2006 and the Companys subsequent Quarterly Reports on Form 10-Q filed
through the date hereof. These cautionary statements qualify all of the
forward-looking statements the Company makes herein. The Company cannot assure
you that the results or developments anticipated by the Company will be
realized or, even if substantially realized, that those results or developments
will result in the expected consequences for the Company or affect the Company,
its business or its operations in the way the Company expects. The Company
cautions you not to place undue reliance on these forward-looking statements,
which speak only as of their respective dates. The Company does not undertake
an obligation to update or revise any forward-looking statements to reflect
actual results or changes in the Companys assumptions, estimates or
projections. The identified risk factors and others are more fully described
under the caption Item 1A. Risk Factors in Part II of this report and the
Companys Annual Report on Form 10-K for the fiscal year ended January 28,
2006.

18

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|          |                                                             
|--------- | ------------------------------------------------------------
|Item
  3. | Quantitative
  and Qualitative Disclosures About Market Risk

At October 28,
2006, the Company was not a party to any derivative financial instruments. In
addition, the Company does not believe it is materially at risk for changes in
market interest rates or foreign currency fluctuations. Interest rates under
the Credit Agreement vary with the prime rate or LIBOR and may include a spread
over or under the applicable rate. The spreads, if any, are based upon the
Companys excess availability from time to time.

|          |                          
|--------- | -------------------------
|Item
  4. | Controls
  and Procedures

Limitations
on Controls and Procedures. Because of their inherent
limitations, disclosure controls and procedures and internal control over
financial reporting (collectively, Control Systems) may not prevent or detect
all failures or misstatements of the type sought to be avoided by Control
Systems. Also, projections of any evaluation of the effectiveness of the
Companys Control Systems to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Management, including the Companys Chief Executive Officer (the CEO) and
Chief Financial Officer (the CFO), does not expect that the Companys Control
Systems will prevent all error or all fraud. A Control System, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the Control System are met. Further, the
design of a Control System must reflect the fact that there are resource
constraints, and the benefits of Control Systems must be considered relative to
their costs. Because of the inherent limitations in all Control Systems, no
evaluation can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. The following report
by management, including the CEO and CFO, on the effectiveness of the Companys
disclosure controls and procedures expresses only reasonable assurance of the
conclusions reached.

Disclosure
Controls and Procedures. The Company maintains disclosure
controls and procedures that are designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under
the Securities Exchange Act of 1934, as amended (the Exchange Act), is
recorded, processed, summarized and reported within the time periods specified
in the SECs rules and forms, and that such information is accumulated and
communicated to management, including the CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.

Management has evaluated, with the participation of
the CEO and CFO, the effectiveness of the Companys disclosure controls and
procedures (as defined in Rule 13a  15(e) and 15d  15(e) of the Exchange Act)
as of October 28, 2006. Based on
that evaluation, the CEO and CFO have concluded that the Companys disclosure
controls and procedures were effective as of October 28, 2006.

Changes
in Internal Control over Financial Reporting. There were no
changes in the Companys internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of 13a-15 of
the Exchange Act that occurred during the fiscal quarter covered by this report
that have materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.

PART II.
OTHER INFORMATION

|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

On July 24, 2006, a lawsuit was filed against the
Company and its Chief Executive Officer in the United States District Court for
the District of Maryland by Roy T. Lefkoe, Civil Action Number
1:06-cv-01892-WMN (the Lefkoe Action). The lawsuit purports to be a class
action on behalf of purchasers of the Companys stock from January 5, 2006
through June 7, 2006. The lawsuit purports to make claims under Sections 10(b)
and 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934, based on the
Companys disclosures during the time period described above. It seeks
unspecified damages, costs, and attorneys fees. The Company intends to defend
the matter vigorously.

On August 3, 2006, a lawsuit substantially similar to
the Lefkoe Action was filed in the United States District Court for the
District of Maryland by Tewas Trust UAD 9/23/86, Civil Action Number
1:06-cv-02011-WMN (the Tewas Trust Action). The Tewas Trust Action was filed
against the same defendants as those in the Lefkoe Action and purported to
assert the same claims and seek the same relief. On November 20, 2006, the
Lefkoe Action and the Tewas Trust Action were consolidated under the Lefkoe
Action case number (1:06-cv-01892-WMN) and the Tewas Trust Action was
administratively closed.

19

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On August 11, 2006, a lawsuit was filed against the
Companys directors and, as nominal defendant, the Company in the United States
District Court for the District of Maryland by Glenn Hutton, Civil Action
Number 1:06-cv-02095-BEL (the Hutton Action). The lawsuit purported to be a
shareholder derivative action. The lawsuit purported to make claims for various
violations of state law that allegedly occurred from January 5, 2006 through
the present. It sought on behalf of the Company against the directors
unspecified damages, costs, and attorneys fees.

On August 28, 2006, a lawsuit substantially similar to
the Hutton Action was filed in the United States District Court for the
District of Maryland by Robert Kemp, Civil Action Number 1:06-cv-02232-BEL (the
Kemp Action). The Kemp Action was filed against the same defendants as those
in the Hutton Action and purported to assert substantially the same claims and
sought substantially the same relief.

On October 17, 2006, the Hutton Action and the Kemp
Action were consolidated under the Hutton Action case number
(1:06-cv-02095-BEL) and is now known as In
re Jos. A. Bank Clothiers, Inc. Derivative Litigation (the
Derivative Action). The Amended Shareholder Derivative Complaint in the
Derivative Action was filed against the same defendants as those in the Hutton
Action and purports to assert substantially the same claims and seek
substantially the same relief. The Company intends to defend the Derivative
Action vigorously.

The resolution of these legal matters noted above
cannot be accurately predicted and there is no estimate of costs, if any.
Accordingly, the Company has not recorded any provision for loss associated
with these lawsuits.

As more fully set forth in the Companys Annual Report
on Form 10-K for the fiscal year ended January 28, 2006, two lawsuits were
filed against the Company alleging unlawful wage payments and employment
practices. In October 2006, the Company entered into a Stipulation of
Settlement which the Company expects will fully resolve the lawsuits. The
Stipulation of Settlement received preliminary court approval on November 20,
2006. The Company anticipates final court approval of the Stipulation of
Settlement and completion of final documentation and therefore does not
anticipate that resolution of the lawsuits will have a material adverse effect
on the business, net assets or financial position of the Company. The Company
previously recorded a loss contingency for the estimated impact of the
resolution of these lawsuits in its Statement of Income for the second quarter
of fiscal 2006.

From time to time, other legal matters in which the
Company may be named as a defendant arise in the normal course of the Companys
business activities. The resolution of these legal matters against the Company
cannot be accurately predicted. The Company does not anticipate that the
outcome of such matters will have a material adverse effect on the business,
net assets or financial position of the Company.

|           |               
|---------- | --------------
|Item
  1A. | Risk
  Factors

Litigation or legal proceedings could divert our managements
attention and could expose us to significant liabilities and thus negatively
affect our financial results.

In July and August 2006, two lawsuits alleging
violations of federal securities laws were filed against the Company and its
Chief Executive Officer. The complaints purport to be made on behalf of certain
of the Companys shareholders and allege, among other things, that the Company
violated various provisions of the federal securities laws. In addition, in
August 2006, two shareholder derivative lawsuits alleging violations of various
state laws were filed against the Company and its directors. Although the
Company intends to defend these matters vigorously, the Company is unable to
predict the outcome of these matters. Litigations may result in a diversion of
our managements attention and resources. In addition, costs associated with
these matters could adversely affect the Companys financial condition and
results of operations.

In addition to the risk factors
and other information set forth in this report, you should carefully consider
the factors discussed under the caption Item 1A. Risk Factors in the Companys
Annual Report on Form 10-K for the year ended January 28, 2006 and the
Companys subsequent Quarterly Reports on Form 10-Q filed through the date
hereof, which could materially affect the Companys business, financial
condition or future results. The risks described in the Companys Annual Report
on Form 10-K, the Companys subsequent Quarterly Reports on Form 10-Q filed
through the date hereof, and the risks described in this report are not the
only risks facing the Company. Additional risks and uncertainties not currently
known to the Company or that the Company currently deems to be immaterial also
could materially adversely affect the Companys business, financial condition
and/or operating results. Except as described in this report, there have been
no material changes in our risk factors from those disclosed in our Annual
Report on Form 10-K for the year ended January 28, 2006.

20

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|          |         
|--------- | --------
|Item
  6. | Exhibits

|         |                                                                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits
|         |                                                                                                                                                       
|31.1     | Certification of Chief Executive Officer pursuant to
  Rule 13a-14 or 15d-14(a).                                                                      
|31.2     | Certification of Chief Financial Officer pursuant to
  Rule 13a-14 or 15d-14(a).                                                                      
|32.1     | 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.
|32.2     | 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.

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 7, 2006 | Jos. A. Bank Clothiers, Inc.                                                                                                                    
|                        | (Registrant)                                                                                                                                    
|                        |                                                                                                                                                 
|                        | /s/ David E. Ullman                                                                                                                              | 
|                        |                                                                                                                                                  | 
|                        | David E. Ullman
  Executive Vice President,
  Chief Financial Officer
  (Principal Financial and Accounting Officer and Duly Authorized Officer)

21

---



Exhibit Index

|         |                                                                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits
|         |                                                                                                                                                       
|31.1     | Certification of Chief Executive Officer pursuant to
  Rule 13a-14(a) or 15d-14(a).                                                                   
|31.2     | Certification of Chief Financial Officer pursuant to
  Rule 13a-14(a) or 15d-14(a).                                                                   
|32.1     | 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.
|32.2     | 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.

22

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