8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2006

The Men’s Wearhouse, Inc.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction	1-16097 (Commission File Number)	74-1790172 (IRS Employer Identification No.)
of incorporation)
5803 Glenmont Drive
Houston, Texas		77081
(Address of principal executive offices)		(Zip Code)
	713-592-7200
	(Registrant’s telephone
	number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Item 2.02 Results of Operations and Financial Condition.

On August 16, 2006, The Men’s Wearhouse, Inc. (the “Company”) issued a press release reporting its earnings results for its second quarter and six months ended July 29, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is included in this Form 8-K.

(c) Exhibits

99.1 Press Release of the Company dated August 16, 2006.

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 hereunto duly authorized.

	THE MEN’S WEARHOUSE, INC.
	(Registrant)
Date: August 16, 2006	By:	/s/ Diana M. Wilson
		Diana M. Wilson Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of The Men’s Wearhouse, Inc. dated August 16, 2006.

EX-99.1

EXHIBIT 99.1

The Men’s Wearhouse, Inc.

News Release For Immediate Release

MEN’S WEARHOUSE REPORTS
FISCAL 2006 SECOND QUARTER RESULTS

• Q2 2006 GAAP diluted EPS was $0.65 versus $0.43 last year

• Company estimates Q3 2006 GAAP and adjusted diluted EPS in a range of $0.49 to $0.54 and $0.51 to $0.56, respectively

• Results and estimates include a number of significant items, refer to attached reconciliation tables

• Conference call at 5:00 pm eastern today

HOUSTON — August 16, 2006 — The Men’s Wearhouse (NYSE: MW) today announced its consolidated financial results for the second quarter ended July 29, 2006.

SECOND QUARTER RESULTS

Second Quarter Sales Summary – Fiscal 2006
	U.S. dollars, in millions				Total Sales			Comparable Store
	Current Year		Prior Year		Change %			Sales Change %
Total Company	$	460.6	$	423.6		8.7	%
United States	$	395.6	$	369.6		7.1	%		3.7	%
Canada	$	65.0	$	54.0		20.3	%(A)		7.3	%

^(A) Total sales change % using Canadian dollars was 8.1%.

Second quarter 2006 operating income was $55.6 million compared to $38.4 million last year, and net income was $35.6 million compared to $24.4 million last year. GAAP diluted earnings per share were $0.65 for the second quarter ended July 29, 2006 compared to $0.43 last year. Adjusted diluted earnings per share for the 2006 fiscal second quarter was $0.67 per share compared to adjusted diluted earnings per share of $0.50 last year. For additional information regarding adjusted diluted earnings per share, please see the table included below as well as the non-GAAP reconciliations provided at the end of this release.

Page 1

SECOND QUARTER HIGHLIGHTS

• SALES — Comparable store sales of 3.7% for the company’s United States based stores were in line with the company’s initial guidance range of 3% to 4% and compared to the prior year quarter increase of 10.5%.

• GROSS MARGIN — Gross margin, as a percentage of sales, increased 350 basis points to 43.23% from 39.73%. The increase in gross margin was driven by year over year improvements in merchandise margins which stems from lower product costs as well as the continued growth of tuxedo rental revenues.

• SG&A EXPENSES — Selling, general, and administrative expenses, as a percentage of sales, increased 49 basis points to 31.16% from 30.67%.

• SHARE REPURCHASES — The Company repurchased 369,400 shares during the quarter under its $100 million authorization. Weighted average diluted shares outstanding decreased 3.5% over prior year second quarter from 56.490 million shares to 54.524 million shares.

THIRD QUARTER 2006 GUIDANCE AND UPDATED FISCAL 2006 OUTLOOK

For the third quarter of 2006, the company expects 2% to 4% same store sales growth in the U.S. and 4% to 6% same store sales growth in Canada and GAAP diluted earnings per share to be in the range of $0.49 to $0.54. Adjusted diluted earnings per share for the third quarter are expected to be in the range $0.51 to $0.56.

For the fiscal year ending February 3, 2007 (which is a 53-week year under the retail calendar), the company expects GAAP diluted earnings per share in a range of $2.40 to $2.50. Adjusted diluted earnings per share for the fiscal year are expected to be in a range of $2.42 to $2.52. Same store sales increases for fiscal 2006 in the U.S. are expected to range between 2% and 4% and in Canada an expected range between 3% and 6% with an effective tax rate of approximately 36.4% and fully diluted shares outstanding of 54.4 million.

As previously announced and effective after August 2, 2006, Men’s Wearhouse will no longer provide monthly updates of its consolidated sales and same store sales results. However, the company will initiate a practice of providing a one-time update of earnings per share guidance on the first Wednesday, after market close, of the third retail sales period in each fiscal quarter. The Company will also initiate a practice of providing, on a quarterly and year-to-date basis (including prior period comparisons), consolidated sales results and same stores sales results for each of the company’s retail concepts — The Men’s Wearhouse, K&G, and Moores concurrent with the release of quarterly earnings results on the third Wednesday of the first fiscal month following the preceeding fiscal quarter.

Page 2

IMPACT OF SIGNIFICANT ITEMS

In order to aid investors’ understanding of the Company’s results and to improve comparability of financial information from period to period, explanatory non-GAAP reconciliation tables are included at the end of this press release. Summarized earnings per share information from these tables as well as guidance for the third quarter of fiscal 2006 and full year follows:

Summary Reconciliation of GAAP diluted EPS to Adjusted diluted EPS

	HISTORICAL RESULTS (1) (2)																	GUIDANCE
	Fiscal 2005													Fiscal 2006				Fiscal 2006
	1Q		2Q		3Q			4Q			YR			1Q		2Q		3Q		YR
GAAP Diluted EPS		0.41		0.43		0.44			0.60			1.88			0.53		0.65		0.49 - 0.54		2.40 - 2.50
Adjustments (3)
Eddie Rodriguez Costs (4)		0.05		0.06								0.11
Stock Based Compensation Reported in Earnings (5)				0.01		0.01			0.01			0.03			0.02		0.02		0.02		0.08
53rd Week Impact (6)																					(0.06	)
Foreign Earnings Repatriation (7)									0.07			0.07
Discrete Tax Items (8)						(0.04	)		(0.02	)		(0.05	)
Net Adjustments		0.05		0.07		(0.02	)		0.07			0.17			0.02		0.02		0.02		0.02
Adjusted Diluted EPS		0.46		0.50		0.41			0.67			2.04			0.55		0.67		0.51 - 0.56		2.42 - 2.52

1.	Reflects a three-for-two stock split in the form of a stock dividend effective at the close of business on June 13, 2005.
2.	Due to the effect of rounding, the sum of the individual per share amounts may not equal the total shown.
3.	Net of tax.
4.	The company ceased operating its test of the new retail concept “Eddie Rodriguez” in the second quarter of fiscal 2005.
5.	In fiscal 2005 the company did not grant non-qualified stock options (NQO’s) to key employees, opting instead to issue primarily deferred stock units (DSU’s). In 2006 the company began recognizing stock option expense as it adopted FASB No. 123R. Amounts reported in earnings for 2005 include primarily DSU’s and for 2006 include mostly DSU’s and NQO’s.
6.	Fiscal 2006 will include one additional week (for a total of 53 weeks) as the company reports its fiscal operations on a retail calendar.
7.	The company incurred a one-time tax expense of $3.9 million ($0.07 per share) related to the repatriation of foreign earnings under the provisions of the American Jobs Creation Act.
8.	Adjustments to tax reserves associated with favorable developments on certain outstanding income tax matters.

CONFERENCE CALL AND WEBCAST INFORMATION

At 5:00 p.m. Eastern time today, company management will host a conference call and real time web cast to review the results for the fiscal second quarter 2006.

To access the conference call, dial 303-262-2211. To access the live webcast presentation, visit the Investor Relations section of the company’s website at www.menswearhouse.com. A telephonic replay will be available through August 23rd by calling 303-590-3000 and entering the access code of 11067796#, or a webcast archive will be available free on the website for approximately 90 days.

Page 3

STORE INFORMATION

	July 29, 2006				July 30, 2005				January 28, 2006
	Number		Sq. Ft.		Number		Sq. Ft.		Number		Sq. Ft.
	of Stores		(000’s)		of Stores		(000’s)		of Stores		(000’s)
Men’s Wearhouse		534		2,952.5		523		2,870.2		526		2,898.4
Moores, Clothing for Men		116		719.8		114		708.3		116		719.8
K&G (B)		85		2,045.5		76		1,808.9		77		1,835.2
Total		735		5,717.8		713		5,387.4		719		5,453.4

^(B) 63, 49 and 52 stores, respectively, offering women’s apparel.

Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel with 735 stores. The stores carry a full selection of designer, brand name and private label suits, sport coats, furnishings and accessories, including tuxedo rentals available in the Men’s Wearhouse and Moores stores.

This press release contains forward-looking information. The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be significantly impacted by various factors, including unfavorable local, regional and national economic developments, disruption in retail buying trends due to homeland security concerns, severe weather conditions, aggressive advertising or marketing activities of competitors and other factors described herein and in the company’s annual report on Form 10-K for the year ended January 28, 2006 and Form 10-Q for the quarter ended April 29, 2006.

For additional information on Men’s Wearhouse, please visit the company’s website at www.menswearhouse.com.

CONTACT: Neill Davis, EVP & CFO, Men’s Wearhouse (713) 592-7200
Ken Dennard, DRG^&E (713) 529-6600

Page 4

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)

FOR THE SIX MONTHS ENDED
July 29, 2006 AND July 30, 2005
(In thousands, except per share data)

	Six Months Ended
				% of						% of
	2006			Sales			2005			Sales
Net sales	$	895,151			100.00	%	$	835,225			100.00	%
Cost of goods sold, including buying, distribution and occupancy costs		513,199			57.33	%		501,146			60.00	%
Gross margin		381,952			42.67	%		334,079			40.00	%
Selling, general and administrative expenses		279,970			31.28	%		258,801			30.99	%
Operating income		101,982			11.39	%		75,278			9.01	%
Interest income		(4,788	)		(0.53	%)		(1,565	)		(0.19	%)
Interest expense		4,480			0.50	%		2,999			0.36	%
Earnings before income taxes		102,290			11.43	%		73,844			8.84	%
Provision for income taxes		37,813			4.22	%		26,754			3.20	%
Net earnings	$	64,477			7.20	%	$	47,090			5.64	%
Net earnings per share:
Basic	$	1.21					$	0.87
Diluted	$	1.18					$	0.84
Weighted average common shares outstanding:
Basic		53,196						54,245
Diluted		54,622						56,162

Page 5

THE MEN’S THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)

FOR THE THREE MONTHS ENDED
July 29, 2006 AND July 30, 2005
(In thousands, except per share data)

	Three Months Ended
				% of						% of
	2006			Sales			2005			Sales
Net sales	$	460,587			100.00	%	$	423,576			100.00	%
Cost of goods sold, including buying, distribution and occupancy costs		261,464			56.77	%		255,280			60.27	%
Gross margin		199,123			43.23	%		168,296			39.73	%
Selling, general and administrative expenses		143,529			31.16	%		129,892			30.67	%
Operating income		55,594			12.07	%		38,404			9.07	%
Interest income		(2,793	)		(0.61	%)		(771	)		(0.18	%)
Interest expense		2,289			0.50	%		1,512			0.36	%
Earnings before income taxes		56,098			12.18	%		37,663			8.89	%
Provision for income taxes		20,477			4.45	%		13,277			3.13	%
Net earnings	$	35,621			7.73	%	$	24,386			5.76	%
Net earnings per share:
Basic	$	0.67					$	0.45
Diluted	$	0.65					$	0.43
Weighted average common shares outstanding:
Basic		53,260						54,235
Diluted		54,524						56,490

Page 6

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	July 29,		July 30,
	2006		2005
ASSETS
Current assets:
Cash and cash equivalents	$	79,511	$	54,627
Short-term investments		169,900		78,925
Inventories		429,882		416,828
Other current assets		51,264		50,009
Total current assets		730,557		600,389
Property and equipment, net		266,650		264,692
Goodwill		57,978		56,129
Other assets, net		76,616		60,042
Total assets	$	1,131,801	$	981,252
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	187,469	$	190,714
Long-term debt		206,427		130,000
Deferred taxes and other liabilities		49,762		51,665
Shareholders’ equity		688,143		608,873
Total liabilities and equity	$	1,131,801	$	981,252

Page 7

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

FOR THE SIX MONTHS ENDED
July 29, 2006 AND July 30, 2005
(In thousands)

	Six Months Ended
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	64,477		$	47,090
Non-cash adjustments to net earnings:
Depreciation and amortization		30,297			31,796
Other		10,170			6,256
Changes in assets and liabilities		(82,372	)		(62,033	)
Net cash provided by operating activities		22,572			23,109
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(24,821	)		(35,482	)
Purchases of available-for-sale investments		(179,920	)		(79,000	)
Proceeds from sales of available-for-sale investments		72,795			75
Other		(588	)		(48	)
Net cash used in investing activities		(132,534	)		(114,455	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid		(5,380	)		—
Proceeds from issuance of common stock		5,160			21,393
Purchase of treasury stock		(11,512	)		(40,490	)
Other		578			—
Net cash used in financing activities		(11,154	)		(19,097	)
Effect of exchange rate changes		401			62
DECREASE IN CASH AND CASH EQUIVALENTS		(120,715	)		(110,381	)
Balance at beginning of period		200,226			165,008
Balance at end of period	$	79,511		$	54,627

Page 8

THE MEN’S WEARHOUSE, INC. AND SUBSIDIARIES
UNAUDITED NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(A Non-GAAP Financial Measure)
(In thousands, except per share amounts)

Use of Non-GAAP Financial Measures

We have provided non-GAAP adjusted earnings per share information. This non-GAAP financial information is provided to enhance the user’s overall understanding of the company’s current financial performance. Specifically, we believe the non-GAAP adjusted results provide useful information to both management and investors by excluding certain expense items that we believe are not indicative of our core operating results. The non-GAAP financial information should be considered in addition to, not as a substitute for or as being superior to, operating income, cash flows, or other measures of financial performance prepared in accordance with GAAP. The following are the reconciliations of this non-GAAP information and reflect the three-for-two stock split in the form of a stock dividend effective at the close of business on June 13, 2005. Due to the effect of rounding, the sum of the individual per share amounts may not equal the total shown.

Non-GAAP Financial Measures (in thousands, except per share information)

	Three Months Ended April 30, 2005
				(1)			NON-GAAP
	GAAP			NON-GAAP			Adjusted
	Results			Adjustments			Results
Net sales	$	411,649		$	(1,006	)	$	410,643
Cost of goods sold, including buying, distribution and occupancy costs		245,866			(1,631	)		244,235
Gross margin		165,783			625			166,408
Selling, general and administrative expenses		128,909			(4,036	)		124,873
Operating Income		36,874			4,661			41,535
Interest income		(794	)		—			(794	)
Interest expense		1,487			—			1,487
Earnings before income taxes		36,181			4,661			40,842
Provision for income taxes		13,477			1,736			15,213
Net earnings	$	22,704		$	2,925		$	25,629
Net earnings per diluted share	$	0.41		$	0.05		$	0.46
Weighted average diluted common shares outstanding		55,834						55,834

(1) The net earnings adjustments are as follows:
a.	$2.886 million, net of tax, or $.05 diluted earnings per share in net losses from the Eddie Rodriguez stores and
b.	$39 thousand, net of tax, related to stock based compensation.

Page 9

Non-GAAP Financial Measures (continued)

	Three Months Ended June 30, 2005
				(1)			NON-GAAP
	GAAP			NON-GAAP			Adjusted
	Results			Adjustments			Results
Net sales	$	423,576		$	(785	)	$	422,791
Cost of goods sold, including buying, distribution and occupancy costs		255,280			(3,485	)		251,795
Gross margin		168,296			2,700			170,996
Selling, general and administrative expenses		129,892			(3,495	)		126,397
Operating Income		38,404			6,195			44,599
Interest income		(771	)		—			(771	)
Interest expense		1,512			—			1,512
Earnings before income taxes		37,663			6,195			43,858
Provision for income taxes		13,277			2,183			15,460
Net earnings	$	24,386		$	4,012		$	28,398
Net earnings per diluted share	$	0.43		$	0.07		$	0.50
Weighted average diluted common shares outstanding		56,490						56,490

	Three Months Ended October 29, 2005
				(2)			NON-GAAP
	GAAP			NON-GAAP			Adjusted
	Results			Adjustments			Results
Net sales	$	392,695		$	—		$	392,695
Cost of goods sold, including buying, distribution and occupancy costs		234,866			—			234,866
Gross margin		157,829			—			157,829
Selling, general and administrative expenses		123,380			(928	)		122,452
Operating Income		34,449			928			35,377
Interest income		(557	)		—			(557	)
Interest expense		1,428			—			1,428
Earnings before income taxes		33,578			928			34,506
Provision for income taxes		9,499			2,278			11,777
Net earnings	$	24,079		$	(1,350	)	$	22,729
Net earnings per diluted share	$	0.44		$	(0.02	)	$	0.41
Weighted average diluted common shares outstanding		54,971						54,971

(1) The net earnings adjustments are as follows:
a.	$3.379 million, net of tax, or $0.06 diluted earnings per share in net losses from the Eddie Rodriguez stores and
b.	$633 thousand, net of tax, or $0.01 diluted earnings per share related to stock based compensation.
(2) The net earnings adjustments are as follows:
a.	$666 thousand, net of tax, or $0.01 diluted earnings per share related to stock based compensation and
b.	($2.016) million or ($0.04) diluted earnings per share in discrete tax items.

Page 10

Non-GAAP Financial Measures (continued)

	Three Months Ended January 28, 2006
				(1)			NON-GAAP
	GAAP			NON-GAAP			Adjusted
	Results			Adjustments			Results
Net sales	$	496,978		$	—		$	496,978
Cost of goods sold, including buying, distribution and occupancy costs		291,751			—			291,751
Gross margin		205,227			—			205,227
Selling, general and administrative expenses		149,658			(939	)		148,719
Operating Income		55,569			939			56,508
Interest income		(1,158	)		—			(1,158	)
Interest expense		1,461			—			1,461
Earnings before income taxes		55,266			939			56,205
Provision for income taxes		22,532			(2,631	)		19,901
Net earnings	$	32,734		$	3,570		$	36,304
Net earnings per diluted share	$	0.60		$	0.07		$	0.67
Weighted average diluted common shares outstanding		54,166						54,166

	Twelve Months Ended January 28, 2006
				(2)			NON-GAAP
	GAAP			NON-GAAP			Adjusted
	Results			Adjustments			Results
Net sales	$	1,724,898		$	(1,791	)	$	1,723,107
Cost of goods sold, including buying, distribution and occupancy costs		1,027,763			(5,116	)		1,022,647
Gross margin		697,135			3,325			700,460
Selling, general and administrative expenses		531,839			(9,398	)		522,441
Operating Income		165,296			12,723			178,019
Interest income		(3,280	)		—			(3,280	)
Interest expense		5,888			—			5,888
Earnings before income taxes		162,688			12,723			175,411
Provision for income taxes		58,785			3,566			62,351
Net earnings	$	103,903		$	9,157		$	113,060
Net earnings per diluted share	$	1.88		$	0.17		$	2.04
Weighted average diluted common shares outstanding		55,365						55,365

(1) The net earnings adjustments are as follows:
a.	$556 thousand, net of tax, or $0.01 diluted earnings per share related to stock based compensation
b.	($898) thousand or ($0.02) diluted earnings per share in discrete tax items and
c.	$3.912 million or $0.07 diluted earnings per share in foreign earnings repatriation tax expense.
(2) The net earnings adjustments are as follows:
a.	$6.265 million, net of tax, or $0.11 diluted earnings per share in net losses from the Eddie Rodriguez stores
b.	$1.894 million, net of tax, or $0.03 diluted earnings per share related to stock based compensation
c.	($2.914) million or ($0.05) diluted earnings per share in discrete tax items and
d.	$3.912 million or $0.07 diluted earnings per share in foreign earnings repatriation tax expense.

Page 11

Non-GAAP Financial Measures (continued)

	Three Months Ended April 29, 2006
				(1)			NON-GAAP
	GAAP			NON-GAAP			Adjusted
	Results			Adjustments			Results
Net sales	$	434,564		$	—		$	434,564
Cost of goods sold, including buying, distribution and occupancy costs		251,735			(143	)		251,592
Gross margin		182,829			143			182,972
Selling, general and administrative expenses		136,441			(1,485	)		134,956
Operating Income		46,388			1,628			48,016
Interest income		(1,995	)		—			(1,995	)
Interest expense		2,191			—			2,191
Earnings before income taxes		46,192			1,628			47,820
Provision for income taxes		17,336			611			17,947
Net earnings	$	28,856		$	1,017		$	29,873
Net earnings per diluted share	$	0.53		$	0.02		$	0.55
Weighted average diluted common shares outstanding		54,719						54,719

(1) The adjustments are related to stock based compensation.

	Three Months Ended July 29, 2006
				(2)			NON-GAAP
	GAAP			NON-GAAP			Adjusted
	Results			Adjustments			Results
Net sales	$	460,587		$	—		$	460,587
Cost of goods sold, including buying, distribution and occupancy costs		261,464			(178	)		261,286
Gross margin		199,123			178			199,301
Selling, general and administrative expenses		143,529			(1,542	)		141,987
Operating Income		55,594			1,720			57,314
Interest income		(2,793	)		—			(2,793	)
Interest expense		2,289			—			2,289
Earnings before income taxes		56,098			1,720			57,818
Provision for income taxes		20,477			628			21,105
Net earnings	$	35,621		$	1,092		$	36,713
Net earnings per diluted share	$	0.65		$	0.02		$	0.67
Weighted average diluted common shares outstanding		54,524						54,524

(2) The adjustments are related to stock based compensation.

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