FORM 10Q

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

(Mark
  One)

|[ X ] | QUARTERLY REPORT PURSUANT TO
      SECTION         
|----- | ---------------------------------------------------
|      | 13 OR 15 (d) OF THE SECURITIESEXCHANGE ACT OF 1934.

For the quarterly period ended November
  2, 2002

OR

|[    ] | TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15 (d) OF THE SECURITIES
|------ | --------------------------------------------------------------------------
|       | EXCHANGE ACT OF 1934                                                      

For the transition period from _______________________to________________________



---

Commission File No.020234



Today’s Man, Inc.(Exact name of registrant as specified in its charter)  Pennsylvania
    23-1743137(State or other jurisdiction of
    (IRS Employerincorporation or organization)
    Identification No.)  835 Lancer Drive, Moorestown,
      NJ
    08057(Address of principal executive offices)
    (Zip Code) Registrant’s
  telephone number including area code8562355656 Not ApplicableFormer name, former
      address and former fiscal year,
if changed
      since last report Indicate by check mark whether the
    registrant (1) has filed all reports required to be filed by Section 13 or
    15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
    (or, for such shorter period that the registrant was required to file such
    reports) and (2) has been subject to such filing requirements for the past
    90 days. YES  X      NO  ___. Indicate by check mark whether the
    registrant is an accelerated filer (as defined in Rule 12b2 of the Exchange
    Act). YES  ___        NO  X. APPLICABLE ONLY TO ISSUERS INVOLVED
    IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the
    registrant has filed all documents and reports required to be filed by Section
    12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution
    of securities under a plan confirmed by a court. YES  X      NO  ___. APPLICABLE ONLY TO CORPORATE ISSUERS:26,888,260
    shares of the issuer’s common stock were outstanding as of December
    13, 2002.   
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TODAY’S MAN INC.
INDEX
PAGEPART I.
    FINANCIAL INFORMATION:Item 1.
    Consolidated Financial Statements
      - UnauditedConsolidated
      Balance SheetsNovember 2, 2002
      and February 2, 2002
    1Consolidated
      Statements of OperationsThirteen weeks
      ended November 2, 2002 and November 3, 2001
    2Consolidated
      Statements of OperationsThirty-nine weeks
      ended November 2, 2002 and November 3, 2001
    3Consolidated
      Statements of Cash FlowsThirty-nine weeks
      ended November 2, 2002 and November 3, 2001
    4Notes
      to Consolidated Financial Statements
    5-6Item
      2.
    Management’s
      Discussion and Analysis of Financial Condition
      and Results of Operations
    7-13Item
      3.
    Quantitative and
      Qualitative Disclosures about Market Risks
    13Item
      4.
    Controls and Procedures
    13PART II.
    OTHER INFORMATIONItem
      1.
    Legal Proceedings
    15Item
      2.
    Changes in Securities
      and Use of Proceeds
    15Item
      3.
    Defaults Upon
      Senior Securities
    15Item
      4.
    Submission of
      Matters to a Vote of Security Holders
    15Item
      5.
    Other Information
    15Item
      6.
    Exhibits and Reports
      on Form 8-K
    15Signatures
    16Certifications
    17-20


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TODAY’S MAN, INC.
CONSOLIDATED
  BALANCE SHEETS
  November 22002
      
      
      February 2,2002(Unaudited)ASSETSCurrent assets:Cash
      $
      125,200
      
      
      $
      39,500Due
          from credit card companies and other receivables, net
      
      1,732,100
      
      
      
      1,332,400Inventory
      
      28,052,200
      
      
      
      27,258,800Prepaid
          expenses and other current assets
      
      1,358,800
      
      
      
      958,100Prepaid inventory
          purchases
      
      986,100
      
      
      
      238,200Total
          current assets
      
      32,254,400
      
      
      
      29,827,000Property and equipment, less
        accumulated depreciation andamortization
      $
      20,901,700
      
      
      
      23,845,900Rental deposits and other noncurrent
        assets
      
      1,291,800
      
      
      
      1,258,00054,447,900
      
      
      $
      54,930,900LIABILITIES
        AND SHAREHOLDERS’ EQUITYCurrent liabilities:Accounts
          payable
      $
      17,648,100
      
      
      $
      13,748,900Accrued
          expenses and other current liabilities
      
      2,795,100
      
      
      
      3,938,300Current
          maturities of capital lease obligations
      
      253,200
      
      
      
      253,200Current
          portion of long term debt
      
      18,342,300
      
      
      
      15,808,000Total
          current liabilities
      
      39,038,700
      
      
      
      33,748,400Capital lease obligations,
        less current maturities
      
      191,300
      
      
      
      460,200Deferred rent and other
      
      5,493,900
      
      
      
      5,708,10044,723,900
      
      
      
      39,916,700Shareholders’ equity:Preferred stock, no par value,
        5,000,000 shares authorized, none issued
      
      
      
      
      
      Common stock, no par value,
        100,000,000 shares authorized,26,888,260
          and 27,040,725 shares issued and outstanding atNovember
          2, 2002 and February 2, 2002, respectively
      
      48,513,700
      
      
      
      48,513,700Accumulated deficit
      
      (38,789,700
      )
      
      
      (33,499,500
      )Total shareholders’ equity
      
      9,724,000
      
      
      
      15,014,200$
      54,447,900
      
      
      $
      54,930,900See
  accompanying notes.
1
  
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TODAY’S MAN, INC.
CONSOLIDATED
  STATEMENTS OF OPERATIONS
(Unaudited)
  FOR THIRTEEN
        WEEKS ENDEDNovember 2,2002
      
      
      
      November 3,2001Net sales
      $
      23,821,200
      
      
      $
      25,908,400Cost of goods sold
      
      13,573,700
      
      
      
      14,567,900Gross profit
      
      10,247,500
      
      
      
      11,340,500Selling, general and administrative
        expenses (includes $465,700in store closing and other
        unusual charges in fiscal 2001)
      
      12,844,000
      
      
      
      13,633,700Loss from operations
      
      (2,596,500
      )
      
      
      (2,293,200
      )Interest expense and other
        income, net
      
      320,300
      
      
      
      374,000Loss before income taxes
      
      (2,916,800
      )
      
      
      (2,667,200
      )Income tax benefit
      
      
      
      
      
      Net loss
      $
      (2,916,800
      )
      
      $
      (2,667,200
      )Loss per share  basic
        and diluted
      $
      (0.11
      )
      
      $
      (0.10
      )Weighted average shares outstanding
         basic and diluted
      
      26,888,260
      
      
      
      27,040,725See
  accompanying notes.
2

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TODAY’S MAN, INC.
CONSOLIDATED
  STATEMENTS OF OPERATIONS
(Unaudited)
  FOR THIRTY-NINE
        WEEKS ENDEDNovember 2,2002
      
      
      
      November 3,2001Net sales
      $
      78,699,200
      
      
      $
      92,389,800Cost of goods sold
      
      44,151,000
      
      
      
      54,080,800Gross
          profit
      
      34,548,200
      
      
      
      38,309,000Selling, general and administrative
        expenses (includes$465,700
          in store closing and other unusual charges infiscal
          2001)
      
      38,874,900
      
      
      
      44,794,100Loss from operations
      
      (4,326,700
      )
      
      
      (6,485,100
      )Interest expense and other
        income, net
      
      963,500
      
      
      
      1,145,700Loss
          before income taxes
      
      (5,290,200
      )
      
      
      (7,630,800
      )Income tax benefit
      
      
      
      
      
      Net loss
      $
      (5,290,200
      )
      
      $
      (7,630,800
      )Loss per share  basic
        and diluted
      $
      (0.20
      )
      
      $
      (0.28
      )Weighted average shares outstanding
         basic and diluted
      
      26,990,091
      
      
      
      27,040,725See
  accompanying notes.
3

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TODAY’S MAN, INC.
CONSOLIDATED
  STATEMENTS OF CASH FLOWS
(Unaudited)
  FOR THIRTY-NINE
        WEEKS ENDEDNovember 2,2002
      
      
      
      November 3,2001Operating activitiesNet loss
      $
      (5,290,200
      )
      
      $
      (7,630,800
      )Adjustments to reconcile net
        loss to cash used in operatingactivities:Depreciation and amortization
      
      3,731,400
      
      
      
      3,949,800Reserve for store closing and
        other unusual charges
      
      
      
      
      
      465,700Deferred credits
      
      (214,200
      )
      
      
      (45,800
      )Changes in operating
        assets and liabilities:(Increase) decrease in receivables
      
      (399,700
      )
      
      
      80,900Increase in inventory
      
      (793,400
      )
      
      
      (2,414,500
      )Increase in prepaid expenses
        and other current assetsand prepaid inventory purchases
      
      (1,148,600
      )
      
      
      (773,200
      )Increase in rental deposits
        and other non current assets
      
      (33,800
      )
      
      
      (543,700
      )Increase in accounts payables,
        accrued expensesand
          other liabilities
      
      2,756,000
      
      
      
      527,500Total adjustments
      
      3,897,700
      
      
      
      1,246,700Net cash used in
        operating activities
      
      (1,392,500
      )
      
      
      (6,384,100
      )Cash flow used
        in investing activities:Capital expenditures
      
      (697,200
      )
      
      
      (386,100
      )Fixtures and equipment
        in process
      
      (90,000
      )
      
      
      Net cash used in
        investing activities
      
      (787,200
      )
      
      
      (386,100
      )Cash flow provided
        by financing activities:Repayment of capital
        lease obligations
      
      (268,900
      )
      
      
      (262,300
      )Borrowings under
        revolving credit facility
      
      72,480,300
      
      
      
      93,481,400Repayment of revolving
        credit facility
      
      (69,946,000
      )
      
      
      (89,787,800
      )Advances from landlord
      
      
      
      
      
      3,000,000Net cash provided
        by financing activities
      
      2,265,400
      
      
      
      6,431,300Net increase (decrease)
        in cash
      
      85,700
      
      
      
      (338,900
      )Cash at beginning
        of period
      
      39,500
      
      
      
      480,200Cash at end of
        period
      $
      125,200
      
      
      $
      141,300See
  accompanying notes.
4
  
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TODAY’S MAN, INC.
NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  1.      Basis
    of Financial Statement Presentation
  The accompanying unaudited consolidated
      financial statements, which include the accounts of the Company and its
      wholly owned subsidiaries, have been prepared in accordance with accounting
      principles generally accepted in the United States for interim financial
      information and with the instructions to Form 10Q and Rule 1001
      of Regulation SX. Accordingly, they do not include all of the information
      and footnotes required by accounting principles generally accepted in the
      United States for complete financial statements. All significant intercompany
      transactions and accounts have been eliminated in consolidation. In the
      opinion of management, all adjustments (consisting of normal recurring accruals
      and the store closing and other unusual charges disclosed in Note 4) considered
      necessary for a fair presentation have been included. Due to the seasonal
      nature of the Company’s sales, operating results for the interim period
      are not necessarily indicative of results that may be expected for the fiscal
      year ending February 1, 2003. For further information, refer to the consolidated
      financial statements and footnotes thereto which are included in the Company’s
      Annual Report on Form 10K for the fiscal year ended February 2, 2002.
      Certain prior period amounts have been reclassified to conform to the current
      period presentation. As discussed below, the Company is in default on its
      revolving credit facility and was notified in writing of the default by
      LaSalle Business Credit. The letter also disclosed that the maximum amount
      of the revolving credit facility is reduced to $15,000,000 as of December
      23, 2002 and at all times thereafter. No adjustments have been made to the
      financial presentation to reflect the impact this matter may have on the
      financial condition of the Company.
  2.      Use
    of Estimates
  The preparation of financial statements
      in conformity with accounting principles generally accepted in the United
      States requires management to make estimates and assumptions that affect
      amounts reported in the financial statements and accompanying notes. Actual
      results could differ from those estimates.
  3.      Store
    Openings
  During the thirteen weeks ended
      November 2, 2002, the Company opened five retail store locations in the
      following shopping mall locations: Marley Station Mall, Glen Burnie, Maryland,
      Wheaton Plaza, Wheaton, Maryland, Exton Square Mall, Exton, Pennsylvania,
      Poughkeepsie Galleria, Poughkeepsie, New York, and Jersey Gardens in Elizabeth,
      New Jersey. These stores have lease terms ranging from two months to ten
      years and square footage ranging from 4,500 square feet to 7,300 square
      feet. Subsequent to the third quarter of fiscal 2002, the Company opened
      two additional retail stores in shopping mall locations (see Note 7).
  4.       Store
    Closings
  For the fiscal year ended February
      2, 2002, the Company recorded store closing and other unusual charges of
      $1,545,700, primarily related to one store closing in fiscal 2001 and two
      anticipated store closings in fiscal 2002 to cover estimated lease termination
      costs and asset impairment charges. During the thirteen weeks ended November
      2, 2002 the Company paid $212,700 related to these charges and at November
      2, 2002, $462,700 of these charges have not been paid and are reported in
      accrued expenses and other current liabilities. These amounts are expected
      to be paid by the end of fiscal 2002.
  5
  
  
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  TODAY’S MAN, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
  5.      Default
    on Revolving Credit Facility
  On November 27, 2002 the Company
      and LaSalle Bank, N.A. entered into Amendment No. 15 to the Company’s
      revolving credit facility. The amended agreement recast all of the Company’s
      financial covenants and reduced the permitted outofformula advances
      in a series of steps from $1,500,000 as of November 22, 2002, to $250,000
      as of December 9, 2002 and expired on December 13, 2002. Additionally, the
      Letter of Credit sub limit was reduced to $1,600,000 and the maximum amount
      of obligations outstanding under the loan agreement may not exceed the following
      amounts: $19,500,000 as of November 22, 2002, $19,000,000 as of December
      4, 2002, $18,750,000 as of December 7, 2002, $18,000,000 as of December
      10, 2202, $17,000,000 as of December 12, 2002, $16,500,000 as of December
      16, 2002, $16,000,000 as of December 17, 2002, $15,100,000 as of December
      18, 2002, $14,500,000 as of December 23, 2002, $14,000,000 as of December
      24, 2002, $12,750,000 as of December 26, 2002 and $11,500,000 as of December
      31, 2002 and at all times thereafter.
  Pursuant to the fifteenth amendment
      to the Company’s credit facility, available borrowings under that
      facility are being reduced in a series of steps to $11,500,000 effective
      as of December 31, 2002 and at all times thereafter and the Company is required
      to repay its loan so that it meets such reduced amounts. The Company did
      not repay the loan to the level required as of December 12, 2002, through
      December 19, 2002, and accordingly, the Company is in default under the
      credit facility. In addition, the Company filed its monthly report with
      the lender on December 18, 2002, and reported that the Company is in default
      of several covenants under the facility, including covenants regarding tangible
      net worth, indebtedness to tangible net worth, and net income/net loss.
  As a result of these defaults,
      the lender will not be required to make additional advances under the credit
      facility and will have the right to demand the immediate repayment of all
      amounts due under the facility. The Company has been substantially dependent
      upon borrowings under its credit facility to finance its operations. If
      the lender elects not to make additional advances under the credit facility,
      the Company would have to obtain additional debt and/or equity investments
      to fund its operations. If the lender demands repayment of the loan, the
      Company would not be able to repay the loan in full. The loan is secured
      by virtually all the Company’s assets, including its inventory. Under
      the event of default, the lender is able to take possession of such assets
      and sell them to pay off the loan. Under terms of the credit facility the
      Company has been attempting to obtain an additional debt and/or equity investment
      from other potential investors, for the last several years. These ongoing
      efforts have been unsuccessful to date and there can be no assurance that
      such efforts will be successful.
  6.     Accounting
    Pronouncements Pending Adoption
  In April 2002, the FASB issued
      Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
      of FASB Statement No. 13, and Technical Corrections." In addition to other
      technical provisions, this Statement rescinds FASB Statement No. 4, which
      required all gains and losses from extinguishment of debt to be aggregated
      and, if material, classified as an extraordinary item, net of tax. This
      provision is effective for fiscal years beginning after May 15, 2002, with
      early adoption permitted.
  6

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  In July 2002, the FASB issued
      Statement No. 146, "Accounting for Costs Associated with Exit or Disposal
      Activities". This statement nullifies EITF Issue No. 943, "Liability
      Recognition for Certain Employee Termination Benefits and Other Costs to
      Exit an Activity (including Certain Costs Incurred in a Restructuring)."
      Statement 146 requires that a liability for a cost associated with an exit
      or disposal activity be recognized when the liability is incurred. Under
      Issue 943, certain liabilities were recognized at the date of an entity's
      commitment to an exit plan. The provisions of this Statement will be adopted
      by the Company for exit or disposal activities initiated after February
      1, 2003.
  7.     Subsequent
    Events
  Subsequent to the third quarter
      of fiscal 2002 the Company opened two retail store locations in the following
      shopping mall locations: Fair Oaks Mall in Fairfax, Virginia and Trumbull
      Mall in Trumbull, Connecticut. These stores have lease terms of ten years
      and three years and square footage of 4,500 square feet to 6,000 square
      feet, respectively.
  7

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  Item 2.
  MANAGEMENT’S DISCUSSION
    AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Investment Considerations
  In analyzing whether to make,
      or to continue, an investment in the Company, investors should consider,
      among other factors, certain investment considerations more particularly
      described in “Item 1: Business  Investment Considerations”
      in the Company’s Annual Report on Form 10K for the year ended
      February 2, 2002, a copy of which can be obtained, without charge except
      for exhibits to the Report, upon written request to Mr. Frank E. Johnson,
      Executive Vice President and Chief Financial Officer, Today’s Man,
      Inc., 835 Lancer Drive, Moorestown, New Jersey 08057.>
  Safe Harbor Statement under Private
    Securities Litigation Reform Act of 1995
  Certain statements in this Form
      10Q which are not historical facts, including, without limitation,
      statements as to the Company’s plans for 2002, or 2003, or as to management’s
      beliefs, expectations, or opinions, are forward looking statements that
      involve risks and uncertainties and are subject to change at any time. Certain
      factors, including, without limitation the risk that the assumptions upon
      which the forwardlooking statements are based ultimately may prove
      incorrect, risks relating to the Company’s growth strategy, small
      store base and geographic concentration, the declining unit sales of men’s
      tailored clothing, control of the Company by its principal shareholder,
      the Company’s relationship with its suppliers and possible foreign
      currency fluctuations, the Company’s dependence on senior management,
      the effects of seasonality and general economic conditions, competition
      and the other risks detailed from time to time in the Company’s filings
      with the Securities and Exchange Commission, including, without limitation,
      its Annual Report on Form 10K, can cause actual results and developments
      to be materially different from those expressed or implied by such forwardlooking
      statements. See “Investment Considerations” above, for instructions
      on how to receive a copy of the Company’s Annual Report.
  RESULTS OF OPERATIONS:
  The following table sets forth,
      as a percentage of net sales, certain items appearing in the consolidated
      statements of operations for the thirteen week and thirtynine week
      periods ended November 2, 2002 and November 3, 2001, respectively.
  PERCENTAGE
      OF NET SALESTHIRTEEN
      WEEKS ENDED
    
    
    THIRTY-NINE
      WEEKS ENDEDNov.
      2,2002
    
    
    Nov.
      3,2001
    
    
    Nov.
      2,2002
    
    
    Nov.
      3,2001Net sales
    100.0
    %
    
    100.0
    %
    
    100.0
    %
    
    100.0
    %Cost of goods sold
    57.0
    
    
    56.2
    
    
    56.1
    
    
    58.5Gross
      profit
    43.0
    
    
    43.8
    
    
    43.9
    
    
    41.5Selling, general and administrative
      expenses
    53.9
    
    
    52.6
    
    
    49.4
    
    
    48.5Loss
      from operations
    (10.9
    )
    
    (8.8
    )
    
    (5.5
    )
    
    (7.0
    )Interest
      expense and other income, net
    1.3
    
    
    1.4
    
    
    1.2
    
    
    1.2Loss before income taxes
    (12.2
    )
    
    (10.2
    )
    
    (6.7
    )
    
    (8.2
    )Income tax benefit
    0.0
    
    
    0.0
    
    
    0.0
    
    
    0.0Net
      loss
    (12.2
    )%
    
    (10.2
    )%
    
    (6.7
    )%
    
    (8.2
    )%8

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)
  THIRTEEN WEEKS ENDED NOVEMBER
    2, 2002 AND NOVEMBER 3, 2001:
  NET SALES. Net sales decreased
    $2,087,200 or 8.1% in the third quarter of fiscal 2002 compared to the year
    ago period. Comparative store sales decreased 14.9%. The decrease in net sales
    was a result of the decline in foot traffic the Company has experienced, partially
    attributable to the Company’s decision to eliminate televison and radio
    advertising in fiscal 2002. There were 24 superstores and 11 mall locations
    in operation at November 2, 2002 and 24 superstores and 1 mall location in
    operation at November 3, 2001.
  GROSS PROFIT. Gross profit
    as a percentage of net sales remained virtually unchanged at 43.0% for the
    third quarter of 2002 compared to 43.8% for the third quarter of 2001.
  SELLING, GENERAL AND ADMINISTRATIVE
    EXPENSES.Selling, general and administrative expenses decreased $789,700
    or 5.8% in the third quarter of fiscal 2002, and increased as a percentage
    of sales to 53.9% from 52.6% in the third quarter of fiscal 2001. The third
    quarter of fiscal 2001 included $465,700 in store closing and other unusual
    charges for an underperforming store closed in the third quarter of fiscal
    2001. Data processing expenses decreased $172,700 in the third quarter of
    fiscal 2002 as compared to the third quarter of fiscal 2001 as a result of
    staffing reductions and nonrenewal of certain hardware maintenance contracts.
    Additionally, merchandising and replenishment expenses decreased $85,700 in
    the third quarter of fiscal 2002 as compared to the third quarter of fiscal
    2001 as a result of staffing reductions in these departments as well.
  INTEREST EXPENSE AND OTHER INCOME,
    NET. Interest expense, interest income and other expense, net decreased
    by $53,700 for the third quarter of fiscal 2002. The decrease in interest
    expense was attributable to the decreased amount of average borrowings outstanding
    ($16,655,200 in the third quarter of fiscal 2002 versus $18,764,000 in the
    third quarter of fiscal 2001), as well as the decrease in the interest rate
    charged (6.0% as of November 2, 2002 versus 6.125% as of November 3, 2001)
    under the Company’s Amended Loan and Security Agreement with LaSalle
    Bank. As a result of revolving credit borrowings, the Company recorded interest
    expense of $320,300 during the quarter ended November 2, 2002 as compared
    to $374,000 during the quarter ended November 3, 2001.
  THIRTYNINE WEEKS ENDED
    NOVEMBER 2, 2002 AND NOVEMBER 3, 2001:
  NET SALES. Net sales decreased
    $13,690,600 or 14.8% for the first nine months of fiscal 2002 compared to
    the year ago period. Comparative store sales decreased 19.6%. The decrease
    in net sales was a result of the decline in foot traffic in stores partially
    attributable to the Company’s decision to eliminate television and radio
    advertising in fiscal 2002. There were 24 superstores and 11 mall locations
    in operation at November 2, 2002 and 24 superstores and 1 mall location in
    operation at November 3, 2001.
  GROSS PROFIT. Gross profit
    as a percentage of net sales increased to 43.9% for the first nine months
    of 2002 compared to 41.5% for the first nine months of 2001. The increase
    in gross profit percentage was a result of lower markdowns incurred due to
    better management of inventories and opportunistic inventory purchases.
9

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MANAGEMENT’S DISCUSSION
  AND ANALYSIS OF
  FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)
  SELLING, GENERAL AND ADMINISTRATIVE
    EXPENSES.Selling, general and administrative expenses decreased $5,919,200
    or 13.2% in the first nine months of fiscal 2002, and increased as a percentage
    of sales to 49.4% from 48.5% in the third quarter of fiscal 2001. The nine-month
    period ended November 3, 2001 included $465,700 in store closing and other
    unusual charges for an under performing store closed in the third quarter
    of fiscal 2001. Advertising expenses decreased $5,027,500 due to the Company’s
    decision to eliminate television and radio advertising in the nine month period
    ended November 2, 2002. Additionally, payroll expenses decreased $739,600
    due to reductions in staffing.
  INTEREST EXPENSE AND OTHER INCOME,
    NET. Interest expense, interest income and other expense, net decreased
    by $182,200 from the first nine months of fiscal 2001. The decrease in interest
    expense is attributable to the decreased amount of average borrowings outstanding
    ($17,061,100 for the nine month period ended November 2, 2002 versus $17,710,300
    for the nine month period ended November 3, 2001) as well as the decrease
    in the interest rate charged (6.0% as of November 2, 2002 versus 6.125% as
    of November 3, 2001) under the Company’s Amended Loan and Security Agreement
    with LaSalle Bank. As a result of revolving credit borrowings, the Company
    recorded interest expense of $963,500 during the nine month period ended November
    2, 2002 as compared to $1,145,700 during the nine month period ended November
    3, 2001.
  LIQUIDITY AND CAPITAL RESOURCES
  Liquidity Concerns
  Pursuant to a recent amendment
      to the Company’s credit facility, as discussed below, available borrowings
      under that facility are being reduced in a series of steps to $11,500,000
      effective as of December 31, 2002 and at all times thereafter and the Company
      is required to repay its loan so that it meets such reduced amounts. The
      Company did not repay the loan to the level required as of December 12,
      2002, through December 19, 2002, and accordingly, the Company is in default
      under the credit facility and was notified in writing of the default by
      LaSalle Business Credit. The letter also disclosed that the maximum amount
      of the revolving credit facility is reduced to $15,000,000 as of December
      23, 2002 and at all times thereafter. In addition, the Company filed its
      November monthly report with the lender on December 18, 2002 and reported
      that the Company is in default of several covenants under the facility,
      including covenants regarding tangible net worth, indebtedness to tangible
      net worth, and net income/net loss.
  As a result of these defaults,
      the lender will not be required to make additional advances under the credit
      facility and will have the right to demand the immediate repayment of all
      amounts due under the facility. The Company has been substantially dependent
      upon borrowings under its credit facility to finance its operations. If
      the lender elects not to make additional advances under the credit facility,
      the Company would have to obtain additional debt and/or equity investments
      to fund its operations. If the lender demands repayment of the loan, the
      Company would not be able to repay the loan in full. The loan is secured
      by virtually all the Company’s assets, including its inventory. As
      a result of these defaults, the lender is able to take possession of such
      assets and sell them to pay off the loan. Although the Company is attempting
      to obtain an additional debt and/or equity investment from other potential
      investors, there can be no assurance that such efforts will be successful.
  Company Performance
  Since the Company emerged from
      bankruptcy on December 31, 1997, it has sustained significant declines in
      sales and has experienced aggregate net losses of approximately $42,000,000.
      During the same period, the Company’s working capital has declined.
      The decline in sales and resulting decline in
  10


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)

  working capital are due in part to
    a decrease in traffic and therefore a decrease in comparable store sales in
    four out of the last five fiscal years. Another contributing factor to the
    decrease in sales and working capital is the fact that the Company closed
    five under performing stores over the last three fiscal years and has recorded
    charges of $7,833,000 related to the store closings. Although the Company
    has taken steps to attempt to “right size” the business, such
    as by reducing its operating expenses and inventory levels to be in line with
    the current revenue stream, by closing less profitable superstores and by
    opening smaller concept stores in suburban shopping malls, there can be no
    assurance that these efforts will be successful. The Company’s ability
    to obtain new capital investment, execute on its new mall store business strategy,
    improve operations, and maintain its working relationship with the lending
    institution are all pivotal to the Company’s ability to sustain operations.




Credit Facility


The Company is party to a Loan and
    Security Agreement with LaSalle Bank, N.A. individually and as agent. The
    Company granted LaSalle a lien on its tangible and intangible assets to secure
    this facility. Additionally Mr. David Feld, Chairman of the Board and principal
    shareholder of the Company, provided additional collateral to secure the credit
    facility. The credit facility has covenants requiring, among other things,
    minimum tangible net worth levels, net income/net loss levels and fixed charge
    coverage ratios. The credit facility also requires the daily application of
    Company receipts as payments against the credit facility and daily borrowings
    to fund cash requirements. Additionally, as is common for asset based lending
    agreements, the Company’s credit facility gives the lending institution
    the ability to declare an event of default, and thus render the loan immediately
    due and payable, based upon the lending institution’s own determination
    of a “material adverse change”. If this were to occur, the Company
    would not be able to repay the loan in full. The indebtedness is secured by
    virtually all the Company’s assets, including its inventory. In the
    event of default, the lender would be able to take possession of such assets
    and sell them to pay off the loan. The Company has sought, but has not obtained,
    other sources of financing and has explored other efforts to improve its capital
    structure.


As of November 2, 2002, the Loan
    and Security Agreement, as amended, provided for a $23.0 million revolving
    credit facility, with a $5.0 million sub limit for letters of credit. Outstanding
    letters of credit at November 2, 2002 were $1,414,000. The facility bears
    interest at 1.25% per annum above LaSalle’s base rate and expires on
    February 2, 2004. The Company must pay a termination fee of $1,050,000 if
    the facility is terminated on or before February 2, 2004. Availability under
    the revolver is determined by a formula based on inventory and credit card
    receivables, less applicable reserves. Availability under the revolving credit
    facility was $2,909,500 as of November 2, 2002. The agreement provides for
    an overadvance facility. The permitted outofformula advances
    could not exceed $3,500,000 from February 27, 2002 to May 30, 2002. The overadvance
    facility reduced to $3,000,000 on May 31, 2002, $2,750,000 on June 30, 2002,
    increased to $3,500,000 on July 31, 2002, reduced to $3,000,000 on September
    30, 2002, $2,500,000 on November 30, 2002, $1,750,000 on December 15, 2002
    and expires on December 31, 2002.


The Company has required assistance
    from its lending institution to sustain its operations. In order to address
    liquidity needs to remain in compliance with the credit facility, the Company
    and the lending institution have entered into 15 amendments or modifications,
    since its inception on December 4, 1998.


On September 30, 2002 the Company
    and LaSalle entered into Amendment No. 14 to the revolving credit facility.
    The amendment provided for a discretionary outofformula advance
    of $500,000 for the period from September 30, 2002 to November 14, 2002. On
    November 15, 2002 all discretionary outofformula advances were
    paid in full as required.


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)

On November 27, 2002 the Company and LaSalle Bank
  N.A. entered into Amendment No. 15 to the Company’s revolving credit facility.
  The amended agreement recast all of the Company’s financial covenants
  and reduced the permitted outofformula advances in a series of steps
  from $1,500,000 as of November 22, 2002, to $250,000 as of December 9, 2002
  and expired on December 13, 2002. Additionally, the Letter of Credit sublimit
  was reduced to $1,600,000 and the maximum amount of obligations outstanding
  under the loan agreement may not exceed the following amounts: $19,500,000 as
  of November 22, 2002, $19,000,000 as of December 4, 2002, $18,750,000 as of
  December 7, 2002, $18,000,000 as of December 10, 2202, $17,000,000 as of December
  12, 2002, $16,500,000 as of December 16, 2002, $16,000,000 as of December 17,
  2002, $15,100,000 as of December 18, 2002, $14,500,000 as of December 23, 2002,
  $14,000,000 as of December 24, 2002, $12,750,000 as of December 26, 2002 and
  $11,500,000 as of December 31, 2002 and at all times thereafter.


Store Openings


Subsequent to the third quarter of fiscal 2002,
  the Company opened two retail store locations in the following shopping mall
  locations: Fair Oaks Mall in Fairfax, Virginia and Trumbull Mall in Trumbull,
  Connecticut. These stores have lease terms of ten years and three years and
  square footage of 4,500 square feet and 6,000 square feet, respectively.


Critical Accounting Policies


The financial statements and accompanying notes
  included under Item 1 have been prepared in conformity with accounting principles
  generally accepted in the United States. The preparation of financial statements
  in conformity with accounting principles generally accepted in the United States
  requires the Company’s management to make estimates and assumptions that
  affect the amounts reported in the financial statements and accompanying notes.
  Management evaluates such estimates and assumptions on an ongoing basis. Such
  estimates and assumptions are based on historical experience, analysis of current
  trends, and various other factors that management believes to be reasonable
  under the circumstances. Actual results could differ from those estimates under
  different assumptions or conditions.


Management believes that the Company’s application
  of accounting policies, and the estimates inherently required therein, are reasonable.
  These accounting policies and estimates are constantly reevaluated, and adjustments
  are made when facts and circumstances dictate a change.


Historically, management has found the Company’s
  application of accounting policies to be appropriate, and actual results have
  not differed materially from those determined using necessary estimates.


The Company’s significant accounting policies
  are described in Note 3 of the notes accompanying the financial statements included
  in the Company’s Annual Report on Form 10K for fiscal 2001. Management
  considers the following accounting policies to be more critical to the preparation
  of the financial statements and accompanying notes:


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)

Inventories

Merchandise inventories are valued at the lower
  of cost or market as determined by the retail method (average cost basis). Under
  the retail inventory method (“RIM”), the valuation of inventories
  at cost and the resulting gross margins are determined by applying a calculated
  costtoretail ratio to the retail value of inventories. RIM is an
  average method that has been widely used in the retail industry due to its practicality.
  Also, it is recognized that the use of the retail inventory method will result
  in valuing inventories at lower of cost or market if markdowns are currently
  taken as a reduction of the retail value of inventories. Inherent in the RIM
  calculation are certain significant management judgments and estimates including,
  among others, merchandise markon, markup, markdowns and shrinkage, which significantly
  impact the ending inventory valuation at cost as well as resulting gross margins.
  These significant estimates, coupled with the fact that the RIM is an averaging
  process, can, under certain circumstances, produce distorted or inaccurate cost
  figures. Consequently, future events such as store closings, liquidations, and
  the general economic environment for retail apparel sales could result in an
  increase in the level of markdowns, which could result in lower inventory values
  and increases to cost of sales in future periods. In addition, failure to take
  markdowns currently can result in an overstatement of cost under the lower of
  cost or market principle.


Store Closing Provision

The Company provides a provision for store closings
  when the decision to close a store is made. The provision consists of incremental
  costs which are expected to be incurred including future net lease obligations,
  fixed asset writeoffs, employee costs and other obligations as a result
  of the Company’s actions. Although management does not anticipate significant
  changes, the actual costs may differ from these estimates.


Revenue Recognition

Revenues from merchandise sales are recognized
  at the point of sale and are recorded net of actual returns and exclude sales
  tax.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company is a retail company doing business
  within the United States. Its primary market risk is exposure to interest rates
  fluctuations on its debt instruments. The Company’s bank revolving credit
  facility bears interest at variable rates. The variable interest rate is the
  rate in effect at the quarter ended November 2, 2002, and it fluctuates with
  the lending bank’s prime rate. A hypothetical increase of 200 basis points
  in the interest rate on the Company’s revolving credit facility would
  have an immaterial effect on the Company’s operations.


Item 4.  Controls and Procedures

Evaluation Of Disclosure Controls And Procedures

We maintain disclosure controls and procedures
  designed to provide reasonable assurance that information required to be disclosed
  in the reports we file with the SEC is recorded, processed, summarized and reported
  within the time periods specified in the rules of the SEC. Within 90 days prior
  to the filing of this Quarterly Report on Form 10Q, we carried out an
  evaluation, under the supervision and the participation of our management, including
  our Chief Executive Officer and Chief Financial

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS(Continued)

Officer, of the design and operation of these disclosure
  controls and procedures pursuant to Exchange Act Rule 13a14. Based upon
  that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
  that our disclosure controls and procedures are effective in alerting them in
  a timely manner to material information relating to the Company required to
  be included in our periodic SEC filings.

There were no significant changes in the Company’s
  internal controls or in other factors that could significantly affect these
  controls subsequent to the date of the chief executive officer’s and the
  chief financial officer’s most recent evaluation.


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PART II  OTHER INFORMATION

|Item 1. | Legal Proceedings                                        
|------- | ---------------------------------------------------------
|        |                                                          
|        | None - not applicable                                    
|        |                                                          
|Item 2. | Changes in
      Securities and Use of Proceeds          
|        |                                                          
|        | None - not applicable                                    
|        |                                                          
|Item 3. | Defaults Upon
      Senior Securities                    
|        |                                                          
|        | None - not applicable                                    
|        |                                                          
|Item 4. | Submission
      of Matters to a Vote of Security Holders
|        |                                                          
|        | None - not applicable                                    
|        |                                                          
|Item 5. | Other Information                                        
|        |                                                          
|        | None  not applicable                                    
|        |                                                          
|Item 6. | Exhibits and
      Reports on Form 8-K                   
|        |                                                          
|        | (a)                                                      
|        |                                                          
|        |                                                          
|        |                                                          
|        |                                                          
|        |                                                          
|        |                                                          
|        |                                                          
|        | (b)                                                      
|        |                                                          
|        |                                                          



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SIGNATURES

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.

|                        | TODAY’S
      MAN, INC.
      (Registrant)      | 
|----------------------- | ----------------------------------------------- | 
|                       
|                        |                                                
|Date: December 22, 2002 | /s/ David Feld                                 
|                        |                                                
|                        | David Feld                                     
|                        | Chairman of the Board                          
|                        |                                                
|Date: December 22, 2002 | /s/ Bruce Weitz                                
|                        |                                                
|                        | Bruce Weitz                                    
|                        | President and Chief
      Executive Officer    
|                        | (Principal Executive
      Officer)            
|                        |                                                
|Date: December 22, 2002 | /s/ Frank E. Johnson                           
|                        |                                                
|                        | Frank E. Johnson                               
|                        | Executive Vice President,
      Chief Financial
|                        | Officer and Treasurer                          
|                        | (Principal Financial
      Officer)            
|                        |                                                
|Date: December 22, 2002 | /s/ Barry S. Pine                              
|                        |                                                
|                        | Barry S. Pine                                  
|                        | Vice President and
      Controller            
|                        | (Principal Accounting
      Officer)           

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CERTIFICATION

I, Bruce Weitz, certify that:

|1. | I have reviewed this Quarterly Report on Form 10Q of Today's Man, Inc.;
|-- | ------------------------------------------------------------------------

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

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

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

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

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

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

|   |                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrant's other certifying officers
      and I have disclosed, based on our most recent evaluation, to the registrant's
      auditors and the audit committee of registrant's board of directors (or
      persons performing the equivalent function):

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

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

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

Date: December 22, 2002

Date: December 22, 2002/s/ Bruce Weitz
Bruce Weitz
President and Chief Executive Officer


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CERTIFICATION

I, Frank E. Johnson, certify that:

|1. | I have reviewed this Quarterly Report on
      Form 10Q of Today's Man, Inc.;
|-- | ------------------------------------------------------------------------------

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

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

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

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

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

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

|   |                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The registrant's other certifying officers
      and I have disclosed, based on our most recent evaluation, to the registrant's
      auditors and the audit committee of registrant's board of directors (or
      persons performing the equivalent function):

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

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

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

Date:
  December 22, 2002

/s/ Frank E. Johnson
Frank E. Johnson
Executive Vice President and
Chief Financial Officer


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