10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-23874

Jos. A. Bank Clothiers, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	36-3189198
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
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, 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer þ	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act), Yes o No þ

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 August 28, 2013
Common Stock, $.01 par value	27,988,392

EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2013, as originally filed on September 5, 2013, is being filed solely to submit Exhibits 31.1, 31.2, 32.1 and 32.2 as exhibits thereto, which were omitted from the original filing.

This Amendment No. 1, which includes the full text of our original filing, does not reflect events occurring after the original date of filing of the Form 10-Q, or modify or update in any way the information contained in the Form 10-Q.

1-a

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

	Page No.
Part I. Financial Information
Item 1. Unaudited Condensed Consolidated Financial Statements	4
Condensed Consolidated Statements of Income — Three and Six Months ended July 28, 2012 and August 3, 2013	4
Condensed Consolidated Balance Sheets — as of February 2, 2013 and August 3, 2013	5
Condensed Consolidated Statements of Cash Flows — Six Months ended July 28, 2012 and August 3, 2013	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	22
Part II. Other Information	22
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	23
Item 6. Exhibits	25
Signature	26
Exhibit Index	27

2

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,” “assume,” and other similar expressions are intended to identify forward-looking statements and information.

Actual results may differ materially from those forecasted due to a variety of factors outside of our control that can affect our operating results, liquidity and financial condition. Such factors include risks associated with the economy, weather, public health and other factors affecting consumer spending (including negative changes to consumer confidence and other recessionary pressures), higher energy and security costs, the successful implementation of our growth strategy (including our ability to finance our 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, merchandise trends and changing consumer preferences, the effectiveness of our marketing programs (including compliance with relevant legal requirements), the availability of suitable lease sites for new stores, doing business on an international basis, the ability to source product from our global supplier base, legal and regulatory matters and other competitive factors. The identified risk factors and other factors and risks that may affect our business or future financial results are detailed in our filings with the Securities and Exchange Commission, including, but not limited to, those described under “Risk Factors” in our Form 10-K for fiscal year 2012 and subsequent Quarterly Reports on Form 10-Q ("Form 10-Q"), including this Form 10-Q, and in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q. These risks should be carefully reviewed before making any investment decisions. These cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. We do not undertake an obligation to update or revise any forward-looking statements to reflect actual results or changes in our assumptions, estimates or projections.

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PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended						Six Months Ended
	July 28, 2012			August 3, 2013			July 28, 2012			August 3, 2013
	(In thousands, except per share information)
Net sales	$	260,343		$	232,529		$	461,697		$	428,584
Cost of goods sold	107,457			95,165			181,050			172,034
Gross profit	152,886			137,364			280,647			256,550
Operating expenses:
Sales and marketing, including occupancy costs	96,190			96,625			181,952			185,326
General and administrative	19,580			17,611			37,171			35,143
Total operating expenses	115,770			114,236			219,123			220,469
Operating income	37,116			23,128			61,524			36,081
Other income (expense):
Interest income	101			95			169			266
Interest expense	(5		)	(4		)	(17		)	(9		)
Total other income (expense)	96			91			152			257
Income before provision for income taxes	37,212			23,219			61,676			36,338
Provision for income taxes	14,054			8,970			23,686			14,001
Net income	$	23,158		$	14,249		$	37,990		$	22,337
Per share information:
Earnings per share:
Basic	$	0.83		$	0.51		$	1.36		$	0.80
Diluted	$	0.83		$	0.51		$	1.36		$	0.80
Weighted average shares outstanding:
Basic	27,885			27,981			27,858			27,973
Diluted	28,004			28,050			28,000			28,049

See accompanying notes.

4

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

	February 2, 2013			August 3, 2013
	(In thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	71,288		$	43,305
Short-term investments	305,833			289,873
Accounts receivable, net	10,644			18,031
Inventories:
Finished goods	317,635			350,266
Raw materials	12,867			14,326
Total inventories	330,502			364,592
Prepaid expenses and other current assets	23,922			22,038
Total current assets	742,189			737,839
NONCURRENT ASSETS:
Property, plant and equipment, net	152,360			155,780
Other noncurrent assets	298			295
Total assets	$	894,847		$	893,914
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	53,782		$	40,434
Accrued expenses	104,639			97,795
Deferred tax liability — current	11,928			11,920
Total current liabilities	170,349			150,149
NONCURRENT LIABILITIES:
Deferred rent	45,531			43,026
Deferred tax liability — noncurrent	9,791			8,747
Other noncurrent liabilities	1,613			1,696
Total liabilities	227,284			203,618
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred Stock	—			—
Common stock	279			279
Additional paid-in capital	94,757			95,153
Retained earnings	572,718			595,055
Accumulated other comprehensive income (loss)	(191		)	(191		)
Total stockholders’ equity	667,563			690,296
Total liabilities and stockholders’ equity	$	894,847		$	893,914

See accompanying notes.

5

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	July 28, 2012			August 3, 2013
	(In thousands)
Cash flows from operating activities:
Net income	$	37,990		$	22,337
Adjustments to reconcile net income to net cash (used in) operating activities:
Depreciation and amortization	13,746			14,666
Loss on disposals of property, plant and equipment	119			155
Non-cash equity compensation	1,434			927
(Decrease) in deferred taxes	(783		)	(1,052		)
Net (increase) in operating working capital and other components	(75,802		)	(68,414		)
Net cash (used in) operating activities	(23,296		)	(31,381		)
Cash flows from investing activities:
Capital expenditures	(11,830		)	(12,031		)
Proceeds from maturities of short-term investments	246,580			305,833
Payments to acquire short-term investments	(239,837		)	(289,873		)
Net cash provided by (used in) investing activities	(5,087		)	3,929
Cash flows from financing activities:
Income tax benefit from equity compensation plans	6			(40		)
Net proceeds from issuance of common stock	479			—
Tax payments related to equity compensation plans	(634		)	(491		)
Net cash (used in) financing activities	(149		)	(531		)
Net (decrease) in cash and cash equivalents	(28,532		)	(27,983		)
Cash and cash equivalents — beginning of period	87,230			71,288
Cash and cash equivalents — end of period	$	58,698		$	43,305

See accompanying notes.

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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

Jos. A. Bank Clothiers, Inc. is a nationwide designer, manufacturer, retailer and direct marketer (through stores, catalog and Internet) of men’s tailored and casual clothing and accessories and is a retailer of tuxedo rental products. The unaudited condensed consolidated financial statements include the accounts of Jos. A. Bank Clothiers, Inc. and its wholly-owned subsidiaries (collectively referred to as “we”, “our” or “us”). All 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.

We operate on a 52-53 week fiscal year ending on the Saturday closest to January 31. The following fiscal years ended or will end on the dates indicated and will be referred to herein by their fiscal year designations:

Fiscal year 2008	January 31, 2009
Fiscal year 2009	January 30, 2010
Fiscal year 2010	January 29, 2011
Fiscal year 2011	January 28, 2012
Fiscal year 2012	February 2, 2013
Fiscal year 2013	February 1, 2014
Fiscal year 2014	January 31, 2015

Each fiscal year noted above consisted or consists of 52 weeks except fiscal year 2012, which consisted of 53 weeks.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) 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 GAAP for comparable annual financial statements. Certain information has been derived from our audited Annual Report on Form 10-K for fiscal year 2012 and 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 our Annual Report on Form 10-K for fiscal year 2012.

2. SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents - Cash and cash equivalents include bank deposit accounts, money market accounts and other highly liquid investments with original maturities of 90 days or less. At August 3, 2013, substantially all of the cash and cash equivalents were invested in U.S. Treasury bills with original maturities of 90 days or less and overnight federally-sponsored agency notes.

Short-term Investments - Short-term investments consist of investments in securities with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. At August 3, 2013, short-term investments consisted solely of U.S. Treasury bills with remaining maturities ranging from less than one month to six months. These investments are classified as held-to-maturity and their market values approximate their carrying values.

Inventories - We record inventory at the lower of cost or market (“LCM”). Cost is determined using the first-in, first-out method. We capitalize into inventory certain warehousing and freight delivery costs associated with shipping our merchandise to the point of sale. We periodically review quantities of inventories on hand and compare these amounts to the expected sales of each product. We record a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to estimated net realizable value.

7

Landlord Contributions - We typically receive reimbursement from landlords for a portion of the cost of leasehold improvements for new stores and, occasionally, for renovations and relocations. These landlord contributions are initially accounted for as an increase to deferred rent and as an increase to prepaid expenses and other current assets when the related store is opened. When collected, we record cash and reduce the prepaid expenses and other current assets account. The collection of landlord contributions is presented in the Condensed Consolidated Statements of Cash Flows as an operating activity. The deferred rent is amortized over the lease term in a manner that is consistent with our 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.

Gift Cards and Certificates - We sell gift cards and gift certificates to individuals and companies. Our incentive gift certificates are used by various companies as a reward for achievement for their employees. We also redeem proprietary gift cards and gift certificates marketed by third-party premium/incentive companies. We record a liability when a gift card/certificate is purchased. As the gift card/certificate is redeemed, we reduce the liability and record revenue. Substantially all of our gift cards/certificates do not have expiration dates and they are all subject to state escheatment laws. Based on historical experience, gift cards/certificates redemptions after the escheatment due date are remote and we recognize any income (also referred to as “breakage”) on these unredeemed gift cards/certificates on a specific identification basis on the escheatment due date.

Tuxedo Rental Products - Revenues from tuxedo rental products are recognized on a gross basis upon delivery of rental products to customers. When a customer orders a tuxedo rental from us, we place an order with a national distributor who delivers the product to our stores, typically within several days prior to the intended use. The national distributor owns the rental product and charges the Company a rental cost for each rental and delivery which is recorded to "Costs of goods sold".

Equity Compensation -We account for our equity awards in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”), which requires the compensation cost resulting from all share-based awards to be recognized in the financial statements. The amount of compensation is measured based on the grant-date fair value of the awards and is recognized over the vesting period of the awards. The vesting of awards to both the officers and directors is subject to service conditions being met, currently ranging from one to three years. Additionally, the vesting of awards to officers is subject to performance conditions being met in the fiscal year that the awards are granted such as, among other things, the attainment of certain annual earnings and performance goals. For these officer awards, we estimate the probability that such goals will be attained based on results-to-date at each interim quarter-end and record compensation cost to "General and administrative expense" for these awards based on the awards projected to vest. Share-based compensation expense recognized for the second quarter and first six months of fiscal year 2013 related to equity awards issued under the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (“Equity Incentive Plan”) was $0.4 million and $0.9 million, respectively, and the tax benefit recognized related to this compensation for each of the second quarter and the first six months was $0.2 million and $0.4 million. Share based compensation expense for the second quarter and first six months of fiscal year 2012 was $0.8 million and $1.4 million, respectively, and the tax benefit recognized related to this compensation was $0.3 million and $0.5 million.

Recently Proposed Amendments to Accounting Standards -In May 2013, the FASB issued an updated exposure draft, “Leases” (the “Exposure Draft”), which would replace the existing guidance in ASC 840, “Leases.” Under the Exposure Draft, a lessee's rights and obligations under all leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. A final standard is expected to be issued in 2014 and is expected to be effective no earlier than our fiscal year 2017 annual reporting period. If this lease guidance becomes effective on the terms currently proposed by FASB, it will likely have a significant impact on our consolidated financial statements. However, as the standard-setting process is still ongoing, we are unable to determine at this time the impact this proposed change in accounting may have on our consolidated financial statements.

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3. SUPPLEMENTAL CASH FLOW DISCLOSURE

The net changes in operating working capital and other components consist of the following:

	Six Months Ended
	July 28, 2012			August 3, 2013
	(In thousands)
(Increase) in accounts receivable	$	(6,707	)	$	(7,387	)
(Increase) in inventories	(46,311		)	(34,090		)
Decrease in prepaids and other assets	827			1,887
(Decrease) in accounts payable	(17,691		)	(13,348		)
(Decrease) in accrued expenses	(3,359		)	(13,054		)
(Decrease) in deferred rent and other noncurrent liabilities	(2,561		)	(2,422		)
Net (increase) in operating working capital and other components	$	(75,802	)	$	(68,414	)

Interest and income taxes paid were as follows:

	Six Months Ended
	July 28, 2012		August 3, 2013
	(In thousands)
Interest paid	$	17	$	11
Income taxes paid	$	27,554	$	11,690

As of July 28, 2012 and August 3, 2013, included in “Property, plant and equipment, net” and “Accrued expenses” in the Condensed Consolidated Balance Sheets are $7.2 million and $14.9 million, respectively, of accrued property, plant and equipment additions that have been incurred but not invoiced by vendors, and therefore, not paid by the end of the respective periods. The net increase in accrued property, plant, and equipment additions of $0.5 million for the first six months of fiscal year 2012 and the net increase in accrued property, plant, and equipment additions of $6.2 million for the first six months of fiscal year 2013 are excluded from payments for capital expenditures and changes in accrued expenses in the Condensed Consolidated Statements of Cash Flows, as these changes are non-cash items.

4. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income by the diluted weighted average common shares, which reflects the potential dilution related to common stock equivalents. The weighted average shares used to calculate basic and diluted EPS are as follows:

	Three Months Ended		Six Months Ended
	July 28, 2012	August 3, 2013	July 28, 2012	August 3, 2013
	(In thousands)		(In thousands)
Weighted average shares outstanding for basic EPS	27,885	27,981	27,858	27,973
Dilutive effect of common stock equivalents	119	69	142	76
Weighted average shares outstanding for diluted EPS	28,004	28,050	28,000	28,049

We use the treasury method for calculating the dilutive effect of common stock equivalents. For the second quarter and the first six months of fiscal years 2012 and 2013, there were no anti-dilutive common stock equivalents.

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5. INCOME TAXES

Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Condensed Consolidated Statements of Income in the period that includes the enactment date.

We account for uncertainties in income taxes pursuant to ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in financial statements. We recognize tax liabilities for uncertain income tax positions (“unrecognized tax benefits”) where an evaluation has indicated that it is more likely than not that the tax positions will not be sustained in an audit. We estimate the unrecognized tax benefits as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We re-evaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. The re-evaluations are based on many factors, including, but not limited to, changes in facts or circumstances, changes in tax law, settled issues as a result of audits, expirations due to statutes of limitations, and new federal or state audit activity. We also recognize accrued interest and penalties related to these unrecognized tax benefits. Changes in these accrued items are included in the provision for income taxes in the Condensed Consolidated Statements of Income.

The effective income tax rate for the second quarter of fiscal year 2013 was 38.6% as compared with 37.8% for the second quarter of fiscal year 2012. For the first six months of fiscal year 2013, the effective tax rate was 38.5% as compared with 38.4% for the same period in fiscal year 2012. The increase in the rate for the first six months of fiscal year 2013 as compared to the same period of fiscal year 2012 was driven by higher state income taxes, partially offset by lower expense related to the liability for unrecognized benefits in fiscal year 2013 compared to fiscal year 2012.

Significant changes to U.S. federal or state income tax rules could occur as part of future legislation. Such changes could influence our future income tax expense and/or the timing of income tax deductions. The impact of such changes on our business operations and financial statements remains uncertain. However, as the possibility of any enactment progresses, we will continue to monitor current developments and assess the potential implications of these tax law changes on our business and consolidated financial statements.

We file a federal income tax return and state and local income tax returns in various jurisdictions. The Internal Revenue Service (“IRS”) has audited our tax returns through fiscal year 2008, including its examination of the tax returns for fiscal years 2007 and 2008, which was finalized in October 2010. No material adjustments were required to these tax returns as a result of the examination by the IRS. For the years before fiscal year 2009, the majority of our state and local income tax returns are no longer subject to examinations by taxing authorities.

6. SEGMENT REPORTING

We have two reportable segments: Stores and Direct Marketing. The Stores segment includes all Company-owned stores excluding Factory stores (“Full-line Stores”). The Direct Marketing segment includes our catalog call center and Internet operations. While each segment offers a similar mix of men’s clothing to the retail customer, the Stores segment also provides complete alterations, while the Direct Marketing segment provides certain limited alterations.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We evaluate performance of the segments based on “four wall” contribution, which excludes any allocation of overhead from the corporate office and the distribution centers (except order fulfillment costs, which are allocated to Direct Marketing), interest and income taxes.

Our segments are strategic business units that offer similar products to retail customers by two distinctively different methods. Stores segment customers travel to Company stores to purchase merchandise and/or alterations and typically take their purchases with them from the Stores. Most of our Direct Marketing segment customers visit one or more of our Internet web sites and order online. Some of our Direct Marketing customers order through our catalog by phone, mail or fax. Direct Marketing purchases are shipped to the customer.

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Segment data is presented in the following tables:

Three months ended August 3, 2013

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	194,499	$	27,310	$	10,720		$	232,529
Depreciation and amortization	5,802		206		1,165			7,173
Operating income (loss) (b)	34,713		5,843		(17,428		)	23,128
Capital expenditures (c)	4,499		7		1,630			6,136

Three months ended July 28, 2012

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	223,986	$	27,832	$	8,525		$	260,343
Depreciation and amortization	5,624		179		1,123			6,926
Operating income (loss) (b)	49,266		7,463		(19,613		)	37,116
Capital expenditures (c)	4,580		44		1,269			5,893

Six months ended August 3, 2013

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	360,409	$	48,197	$	19,978		$	428,584
Depreciation and amortization	11,896		410		2,360			14,666
Operating income (loss) (b)	61,175		11,463		(36,557		)	36,081
Capital expenditures (c)	9,605		14		2,412			12,031

Six months ended July 28, 2012

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	398,749	$	46,377	$	16,571		$	461,697
Depreciation and amortization	11,159		353		2,234			13,746
Operating income (loss) (b)	85,403		13,650		(37,529		)	61,524
Capital expenditures (c)	9,219		101		2,510			11,830

________________________________________

(a) Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from operating segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments — Factory stores and Franchise stores. These operating segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.”

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(b) Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers (except order fulfillment costs which are allocated to Direct Marketing), interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $5.0 million and $5.1 million for the second quarter of fiscal years 2012 and 2013 , respectively, and approximately $7.8 million and $8.5 million for the first six months of fiscal years 2012 and 2013, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes.

(c) Capital expenditures include payments for property, plant and equipment made for the reportable segment.

7. LEGAL MATTERS

On March 16, 2012, Neil Holmes, a former employee of the Company, individually and on behalf of all those similarly situated, filed a Complaint (the "Holmes Complaint") against the Company in the Superior Court of California, County of Santa Clara, Case No. 112CV220780, alleging various violations of California wage and labor laws. The Holmes Complaint seeks, among other relief, certification of the case as a class action, injunctive relief, monetary damages, penalties, restitution, other equitable relief, interest, attorney's fees and costs. On December 21, 2012, the parties accepted a mediator's proposal to settle this case. The proposed settlement has been recorded by the Company. The parties entered into a settlement agreement on April 19, 2013. On or about June 14, 2013, the said Superior Court granted preliminary approval of the settlement agreement, scheduled a final approval hearing and took certain other action in furtherance of the settlement. Although we expect the Superior Court to finally approve the settlement agreement, we cannot provide any assurance that it will do so.

On August 29, 2012, Patrick Edward Camasta, individually and as the representative of a class of similarly situated persons, filed a putative class action complaint (the “Original Camasta Complaint”) against the Company in the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois (Case No. 12CH4405). The Company removed the case to the United States District Court for the Northern District of Illinois, Eastern Division (Case No. 12 CV 7782). The Original Camasta Complaint alleges, among other things, that the Company's pattern and practice of advertising its normal retail prices as temporary price reductions violate the Illinois Consumer Fraud and Deceptive Business Practices Act and the Illinois Uniform Deceptive Trade Practices Act. The Original Camasta Complaint seeks, among other relief, certification of the case as a class action, actual and punitive damages, attorney fees and costs and injunctive relief. On February 7, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the Original Camasta Complaint in its entirety, without prejudice. On March 1, 2013, Camasta filed a First Amended Class Action Complaint in the said United States District Court making substantially the same allegations as in the Original Camasta Complaint. On July 25, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the First Amended Class Action Complaint in its entirety, with prejudice. Camasta has appealed the dismissal to the United States Court of Appeals for the Seventh Circuit.

On July 30, 2013, Matthew B. Johnson, et al., on behalf of themselves and all Ohio residents similarly situated, filed a putative class action complaint (the “Johnson Complaint”) against the Company in the United States District Court for the Southern District of Ohio, Eastern District (Case No. 2:13-cv-756). The Johnson Complaint alleges, among other things, deceptive sales and marketing practices by the Company relating to its use of the words “free” and “regular price”. The Johnson Complaint seeks, among other relief, class certification, compensatory damages, declaratory relief, injunctive relief and costs and disbursements (including attorneys' fees). We intend to defend this lawsuit vigorously. (The law firm which filed the Johnson Complaint on behalf of the plaintiffs is one of the law firms which filed the “Schneider Complaint,” which is discussed in our Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2013. On July 24, 2013, the Schneider Complaint was voluntarily dismissed by the plaintiffs from the United States District Court for the Northern District of Ohio. Approximately one week later, the substantially similar Johnson Complaint was filed in United States District Court for the Southern District of Ohio.)

In addition to the litigation discussed above, we are a party to routine litigation matters that are incidental to our business and are currently not expected to be material. From time to time, additional legal matters in which we may be named as a defendant are expected to arise in the normal course of our business activities.

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The resolution of our litigation matters cannot be accurately predicted and we have not estimated the costs or potential losses, if any, associated with these matters. Accordingly, we cannot determine whether our insurance coverage, if any, would be sufficient to cover such costs or potential losses, if any, and we have not recorded any provision for cost or loss associated with these actions. It is possible that our consolidated financial statements could be materially impacted in a particular fiscal quarter or year by an unfavorable outcome or settlement of any of these actions.

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

The information that follows should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for fiscal year 2012.

Overview - For the second quarter of fiscal year 2013, our net income was $14.2 million as compared with $23.2 million for the second quarter of fiscal year 2012. We earned $0.51 per diluted share in the second quarter of fiscal year 2013 as compared with $0.83 per diluted share in the second quarter of fiscal year 2012. The results of the second quarter of fiscal year 2013, as compared to the second quarter of fiscal year 2012, were primarily driven by:

• 10.7% decrease in net sales, driven by a 13.2% decrease in the Stores segment sales, which includes the impact of new stores opened, and a 1.9% decrease in the Direct Marketing segment sales;

• 15.9% decrease in comparable store sales and a 15.5% decrease in combined comparable store and Internet sales.

• 40 basis point increase in gross profit margins (gross profit as a percent of net sales) primarily due to higher net average selling prices;

• 470 basis point increase in sales and marketing costs as a percentage of net sales driven primarily by higher occupancy, Store and Direct marketing payroll and other variable selling costs as a percentage of net sales, partially offset by lower advertising and marketing costs as a percentage of net sales; and

• 10 basis point increase in general and administrative costs as a percentage of net sales driven primarily by higher corporate overhead, distribution center costs and professional services costs, partially offset by lower corporate compensation (which includes total company performance based incentive compensation other than commissions) as a percentage of net sales.

As of the end of the second quarter of fiscal year 2013, we had 611 stores, consisting of 558 Company-owned Full-line Stores, 38 Company-owned Factory stores and 15 stores owned and operated by franchisees. We opened 10 stores and closed one store in the first six months of fiscal year 2013. In the past five completed fiscal years, we have opened 189 stores. Specifically, there were 40 new stores opened in fiscal year 2008, 14 new stores opened in fiscal year 2009, 36 new stores opened in fiscal year 2010, 53 new stores opened in fiscal year 2011, and 46 new stores in fiscal year 2012. The lower number of store openings in fiscal year 2009 compared to the other years was due primarily to the impact of the national economic crisis that occurred during late 2008 and into 2009, which included, but was not limited to, slowed development of malls and retail centers which restricted our ability to find suitable locations for new stores.

Including the 10 stores opened in the first six months of fiscal year 2013, we expect to open approximately 30 to 35 stores in fiscal year 2013. This range includes approximately 8 Factory stores. Currently, we believe that the chain can be grown to approximately 800 stores consisting of approximately 700 Full-line Stores and approximately 100 Factory stores in the United States.

Capital expenditures in fiscal year 2013 are expected to be approximately $34 million to $37 million, primarily to fund the opening of approximately 30 to 35 new stores, the renovation and/or relocation of several stores, the implementation of various systems and infrastructure projects and the expansion and maintenance of our distribution capacity. In addition, these capital expenditures include payments for property, plant and equipment additions accrued at the end of fiscal year 2012 primarily related to stores opened in fiscal year 2012 and exclude amounts for that portion of property, plant and equipment additions in fiscal year 2013 which are not expected to be paid until fiscal year 2014. The capital expenditures include the cost of the construction of leasehold improvements for new stores and several stores to be renovated or relocated, of which approximately $4.0 million to $4.5 million is expected to be reimbursed through landlord contributions.

From the end of the second quarter of fiscal year 2012 to the end of the second quarter of fiscal year 2013, inventory increased $13.6 million or 3.9% due primarily to new store openings. By the end of fiscal year 2013, we expect that inventory will have increased at a similar growth rate as in fiscal year 2012, depending on sales and other factors in fiscal year 2013.

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Critical Accounting Policies and Estimates - In preparing the 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 of the application of these and other accounting policies, see Note 1 to the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal year 2012.

While we have taken reasonable care in preparing these estimates and making these judgments, actual results could and probably will differ from these estimates. Management believes any difference in the actual results from the estimates will not have a material effect upon our financial position or results of operations. These estimates, among other things, were discussed by management with our Audit Committee.

Inventory. We record 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. We reduce the carrying value of inventory to net realizable value where cost exceeds estimated selling price less costs of disposal.

Management’s sales assumptions regarding sales below cost are based on our experience that most of our inventory is sold through our primary sales channels, with virtually no inventory being liquidated through bulk sales to third parties. Our LCM estimates for inventory that have been made in the past have been very reliable as a significant portion of our sales (approximately two-thirds in fiscal year 2012) are of classic, traditional products that are part of on-going programs and that bear low risk of write-down below cost. These products include items such as navy and gray suits, navy blazers, white and blue dress shirts, etc. To limit the need to sell significant amounts of product below cost, all product categories are closely monitored in an attempt to identify and correct situations in which aging goals have not been, or are not reasonably likely to be, achieved. In addition, our strong gross profit margins enable us to sell substantially all of our products above cost.

To calculate the estimated market value of our inventory, we periodically perform a detailed review of all of our major inventory classes and stock-keeping units and perform an analytical evaluation of aged inventory on a quarterly basis. Semi-annually, we compare 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 us to estimate the amount which may have to be sold below cost. Substantially all of the units sold below cost are sold in our Factory stores, through our Internet websites and catalog call center or on clearance at the Full-line Stores, typically within 24 months of purchase. Our costs in excess of selling price for units sold below cost totaled $1.6 million and $1.7 million in fiscal year 2011 and fiscal year 2012, respectively. We reduce the carrying amount of our current inventory value for products in inventory that may be sold below cost. If the amount of inventory which is sold below cost differs from the estimate, our inventory valuation adjustment could change.

Asset Valuation. Long-lived assets, such as property, plant and equipment subject to depreciation, are 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 our estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. The asset valuation estimate is principally dependent on our ability to generate profits at both the Company and store levels. These levels are principally driven by the sales and gross profit trends, which we closely monitor. While we perform a quarterly review of our long-lived assets to determine if impairment exists, the fourth quarter is typically the most significant quarter to make such a determination since it provides the best indication of performance trends in the individual stores. There were no asset valuation charges in either the first six months of fiscal year 2013 or the first six months of fiscal year 2012.

Lease Accounting. We use 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 amortization of leasehold improvements and in determining straight-line rent expense and classification of a lease as either an operating lease or a capital lease. The lease term and straight-line rent expense commence on the date when we take possession and have the right to control the use of the leased premises. Funds received from the lessor intended to reimburse us for the costs of leasehold improvements are recorded as a deferred rent resulting from a lease incentive and are amortized over the lease term as a reduction to rent expense.

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Recently Proposed Amendments to Accounting Standards. In May 2013, the FASB issued an updated exposure draft, “Leases” (the “Exposure Draft”), which would replace the existing guidance in ASC 840, “Leases.” Under the Exposure Draft, a lessee's rights and obligations under all leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. A final standard is expected to be issued in 2014 and is expected to be effective no earlier than our fiscal year 2017 annual reporting period. If this lease guidance becomes effective on the terms currently proposed by FASB, it will likely have a significant impact on our consolidated financial statements. However, as the standard-setting process is still ongoing, we are unable to determine at this time the impact this proposed change in accounting may have on our consolidated financial statements.

Results of Operations

The following table is derived from our 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				Percentage of Net Sales
	Three Months Ended				Six Months Ended
	July 28, 2012		August 3, 2013		July 28, 2012		August 3, 2013
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	41.3		40.9		39.2		40.1
Gross profit	58.7		59.1		60.8		59.9
Sales and marketing expenses	36.9		41.6		39.4		43.2
General and administrative expenses	7.5		7.6		8.1		8.2
Total operating expenses	44.5		49.1		47.5		51.4
Operating income	14.3		9.9		13.3		8.4
Total other income	—		—		—		0.1
Income before provision for income taxes	14.3		10.0		13.4		8.5
Provision for income taxes	5.4		3.9		5.1		3.3
Net income	8.9	%	6.1	%	8.2	%	5.2	%

Net Sales — Net sales decreased 10.7% to $232.5 million in the second quarter of fiscal year 2013 as compared with $260.3 million in the second quarter of fiscal year 2012. Net sales for the first six months of fiscal year 2013 decreased 7.2% to $428.6 million as compared with $461.7 million in the first six months of fiscal year 2012.

The total net sales decrease includes a decrease in the Stores segment sales of 13.2% and 9.6% for the second quarter and first six months of fiscal year 2013, respectively, as compared to the same periods in fiscal year 2012, driven primarily by a decreases in comparable store sales, partially offset by sales from new stores. Comparable store sales decreased 15.9% and 12.7% for the second quarter and first six months of fiscal year 2013, respectively, as compared to the same periods in fiscal year 2012. This decrease in comparable store sales for the second quarter and first six months of fiscal year 2013 was due primarily to decreased traffic (as measured by number of transactions), partially offset by higher dollars per transaction. Comparable store sales include merchandise and tuxedo rental sales generated in all Company-owned stores that have been open for at least 13 full months.

Direct Marketing segment sales decreased 1.9% for the second quarter of fiscal year 2013, as compared to the same period in fiscal year 2012, driven primarily by a decrease in the Internet channel, which represents the primary portion of this reportable segment. The decrease in the Internet channel for the second quarter of fiscal year 2013 was primarily the result of a lower average order value and lower traffic, partially offset by a higher conversion rate. Direct Marketing segment sales increased 3.9% for the first six months of fiscal year 2013, as compared to the same period in fiscal year 2012, driven primarily by an increase in the Internet channel, as a result of a higher conversion rate, partially offset by a lower average order value and lower traffic. The segment's sales for both the second quarter and first six months of fiscal year 2013 were also negatively impacted by decreases in catalog call center sales. The ongoing trend for customers receiving catalogs is to place their orders over the Internet or go to one of our stores rather than place their orders through the call center.

Combined comparable store and Internet sales in the second quarter of fiscal year 2013 decreased 15.5% when compared to the same period in fiscal year 2012. Combined comparable store and Internet sales in the first six months of fiscal year 2013 decreased 11.9% when compared to the same period in fiscal year 2012.

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Of our major product categories, unit sales for the suits, other tailored clothing (which includes sportscoats, blazers, and dress pants), sportswear and dress shirts categories declined during both the second quarter and first six months of fiscal year 2013.

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

	Three Months Ended				Six Months Ended
	July 28, 2012		August 3, 2013		July 28, 2012		August 3, 2013
	Stores	Square Feet*	Stores	Square Feet*	Stores	Square Feet*	Stores		Square Feet*
Stores open at the beginning of the period	559	2,486	606	2,718	556	2,474	602		2,699
Stores opened	9	44	5	21	12	56	10		43
Stores closed	—	—	—	—	—	—	(1	)	(3	)
Stores open at the end of the period	568	2,530	611	2,739	568	2,530	611		2,739

*Square feet are presented in thousands and exclude the square footage of our franchise stores.

Gross profit- Our gross profit represents net sales less cost of goods sold. Cost of goods sold primarily includes the cost of merchandise, tailoring and freight from vendors to the distribution center and from the distribution center to the stores. This gross profit classification may not be comparable to the classification used by certain other entities. Some entities include distribution (including depreciation), store occupancy, buying and other costs in cost of goods sold. Other entities (including us) exclude such costs from gross profit, including them instead in general and administrative and/or sales and marketing expenses.

Gross profit totaled $137.4 million or 59.1% of net sales in the second quarter of fiscal year 2013, as compared with $152.9 million or 58.7% of net sales in the second quarter of fiscal year 2012, a decrease in gross profit dollars of approximately $15.5 million and an increase in the gross profit margin (gross profit as a percent of net sales) of 40 basis points. Gross profit totaled $256.6 million or 59.9% of net sales in the first six months of fiscal year 2013, as compared with $280.6 million or 60.8% of net sales in the first six months of fiscal year 2012, a decrease in gross profit dollars of $24.0 million and a decrease in gross profit margin of 90 basis points. The gross profit margin increase for the second quarter of fiscal year 2013 was substantially related to higher average selling prices driven primarily by less promotional activity and changes in the mix of products sold, while sourcing costs had nominal impact on the gross profit margin change for the quarter.

The gross profit margin decline for the first six months of fiscal year 2013 was due primarily to higher sourcing costs and lower average selling prices. The Company incurred higher sourcing costs, primarily in the first quarter, as a result of increased raw material costs for wool and cotton and, to a lesser extent, higher vendor labor costs. We estimate that approximately two-thirds of the decline in gross profit margin in the first six months was due to these higher sourcing costs. The remainder of the decrease in gross profit margin for the first six months of fiscal year 2013 was due to lower net average selling prices driven primarily by an increased percentage of sales of clearance products.

As stated in our Annual Report on Form 10-K for fiscal year 2012 and within this Form 10-Q, we are subject to certain risks that may affect our gross profit, including risks of doing business on an international basis, increased costs of raw materials and other resources and changes in economic conditions. We expect to continue to be subject to these gross profit risks in the future. Specifically, with respect to the costs of raw materials, our products are manufactured using several key raw materials, most notably wool and cotton. The prices on these commodities, as well as other costs in the supply chain, continue to fluctuate and have a significant impact on our product costs which could potentially have a negative impact on our gross profit in fiscal year 2013. Our gross profit could also be adversely impacted by changes in our mix of products sold. Additionally, our gross profit margin may be negatively impacted during the development phase of some of our new business initiatives such as the tuxedo rental business and the Factory store concept.

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 selling costs (which include such costs as shipping costs to customers and credit card processing fees) and b) total Company advertising and marketing expenses. Sales and marketing expenses increased to $96.6 million or 41.6% of net sales in the second quarter of fiscal year 2013 from $96.2 million or 36.9% of net sales in the second quarter of fiscal year 2012. Sales and marketing expenses increased to $185.3 million or 43.2% of net sales in the first six months of fiscal year 2013 from $182.0 million or 39.4% of net sales in the first six months of fiscal

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year 2012. The increase as a percentage of sales for the second quarter and the first six months of fiscal year 2013 was driven by higher occupancy, Store and Direct Marketing payroll and other variable selling costs as a percentage of sales due primarily to additional expenses related to new stores opened in fiscal years 2013 and 2012 and the decline in sales during those periods. The unfavorable impact of these costs was partially offset by lower advertising and marketing as a percentage of sales.

The increase in sales and marketing expenses relates primarily to the opening of 43 new stores (net of stores closed) since the end of the second quarter of fiscal year 2012. For the second quarter of fiscal year 2013, the net increase of approximately $0.4 million compared with the second quarter of fiscal year 2012 consists of a) $2.8 million related to additional occupancy costs, and b) $1.2 million related to additional Stores and Direct Marketing payroll and benefits costs, partially offset by c) $3.1 million related to lower advertising and marketing costs, and d) $0.5 million related to lower other variable selling costs. For the first six months of fiscal year 2013, the increase of approximately $3.3 million consists of a) $5.5 million related to additional occupancy costs, b) $2.3 million related to additional Stores and Direct Marketing payroll and benefits costs, and c) $0.5 million related to additional other variable selling costs, partially offset by d) $5.0 million related to lower advertising and marketing costs. We expect sales and marketing expenses to increase for the remainder of fiscal year 2013 as compared to fiscal year 2012 primarily as a result of our anticipated opening of 30 to 35 new stores in fiscal year 2013, the full year operation of stores that were opened during fiscal year 2012 and costs related to new business initiatives, partially offset by lower expected advertising costs.

General and Administrative Expenses - General and administrative (“G&A”) expenses, which consist primarily of corporate and distribution center costs, were $17.6 million and $19.6 million for the second quarter of fiscal years 2013 and 2012, respectively. G&A expenses were $35.1 million for the first six months of fiscal year 2013 compared to $37.2 million for the first six months of fiscal year 2012. As a percent of net sales, G&A expenses were 7.6% and 7.5% for the second quarter of fiscal years 2013 and 2012, respectively, and 8.2% and 8.1% for the first six months of fiscal year 2013 and 2012, respectively. The higher level of expenses as a percentage of net sales for the second quarter and the first six months of fiscal year 2013 was driven primarily by higher corporate overhead, distribution center costs and professional services costs, partially offset by lower corporate compensation (which includes total company performance based incentive compensation other than commissions) as a percentage of net sales.

For the second quarter of fiscal year 2013, the net decrease in G&A expenses of $2.0 million compared with the second quarter of fiscal year 2012 was primarily driven by lower corporate compensation (which includes total company performance based incentive compensation other than commissions) and group medical costs of $2.5 million, partially offset by higher other corporate overhead costs of $0.3 million, higher professional services costs of $0.1 million and higher distribution center costs of $0.1 million. For the first six months of fiscal year 2013, the decrease of approximately $2.1 million in G&A expenses compared with the first six months of fiscal year 2012 was primarily driven by lower corporate compensation and group medical costs of $2.5 million, partially offset by higher other corporate overhead costs of $0.2 million, higher professional services costs of $0.1 million, and higher distribution center costs of $0.1 million. G&A expenses may increase for the remainder of fiscal year 2013 as compared to fiscal year 2012 depending on the growth of the business in the second half of the year.

Other Income (Expense) - Other income (expense) for each of the second quarter of fiscal years 2013 and 2012 was $0.1 million of income. Other income (expense) for the first six months of fiscal year 2013 was $0.3 million of income compared to $0.2 million of income, respectively, for the first six months of 2012. The improvement over fiscal year 2012 was primarily due to higher interest rates and higher average cash and short-term investment balances. Our net interest income is primarily a result of earnings from investments in short-term treasury bills and overnight federally-sponsored agency notes.

Income Taxes - The effective income tax rate for the second quarter of fiscal year 2013 was 38.6% as compared to 37.8% for the second quarter of fiscal year 2012. For the first six months of fiscal year 2013, the effective tax rate was 38.5% compared with 38.4% for the same period of fiscal year 2012. The increase in the rate for the first six months of fiscal year 2013 as compared to the same period of fiscal year 2012 was driven by higher state income taxes, partially offset by lower expense related to the liability for unrecognized benefits in fiscal year 2013 compared to fiscal year 2012.

Significant changes to U.S. federal or state income tax rules could occur as part of future legislation. Such changes could influence our future income tax expense and/or the timing of income tax deductions. The impact of such changes on our business operations and financial statements remains uncertain. However, as the possibility of any enactment progresses, we will continue to monitor current developments and assess the potential implications of these tax law changes on our business and consolidated financial statements.

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We file a federal income tax return and state and local income tax returns in various jurisdictions. The Internal Revenue Service (“IRS”) has audited our tax returns through fiscal year 2008, including its examination of the tax returns for fiscal years 2007 and 2008, which was finalized in October 2010. No material adjustments were required to these tax returns as a result of the examination by the IRS. For the years before fiscal year 2009, the majority of our state and local income tax returns are no longer subject to examinations by taxing authorities.

Seasonality - Our net sales, net income and inventory levels fluctuate on a seasonal basis and therefore the results for one quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. The increased customer traffic during the holiday season and our increased marketing efforts during this peak selling season have historically resulted in sales and profits generated during the fourth quarter being the largest quarter of annual sales and profits as compared to the other three quarters. Seasonality is also impacted by growth as more new stores have historically been opened in the second half of the year. During the fourth quarters of fiscal years 2010, 2011 and 2012, we generated approximately 37%, 35% and 34%, respectively, of our annual net sales and approximately 48%, 45% and 36%, respectively, of our annual net income.

Liquidity and Capital Resources - Our principal sources of liquidity are our cash from operations, cash and cash equivalents and short-term investments. These sources of liquidity are used for our ongoing cash requirements.

The following table summarizes our sources and uses of funds as reflected in the Condensed Consolidated Statements of Cash Flows:

	Six Months Ended
	July 28, 2012			August 3, 2013
	(In thousands)
Cash provided by (used in):
Operating activities	$	(23,296	)	$	(31,381	)
Investing activities	(5,087		)	3,929
Financing activities	(149		)	(531		)
Net increase (decrease) in cash and cash equivalents	$	(28,532	)	$	(27,983	)

Our cash and cash equivalents consist primarily of U.S. Treasury bills with original maturities of 90 days or less and overnight federally-sponsored agency notes. Our short-term investments consist of U.S. Treasury bills with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. The following table summarizes our cash and cash equivalents and short-term investments and debt balances as of the respective period ends:

	July 28, 2012		February 2, 2013		August 3, 2013
	(In thousands)
Cash and cash equivalents	$	58,698	$	71,288	$	43,305
Short-term investments	233,509		305,833		289,873
Total	$	292,207	$	377,121	$	333,178
Long-term debt	$	—	$	—	$	—

The significant changes in sources and uses of funds through August 3, 2013 are discussed below.

Cash used in our operating activities of $31.4 million in the first six months of fiscal year 2013 was primarily the result of an increase in operating working capital and other components of $68.4 million, partially offset by net income of $22.3 million and depreciation and amortization and other non-cash items of $14.7 million. The increase in operating working capital and other components included the following:

• an increase in inventory of $34.1 million primarily as a result of the replenishment of units sold in fiscal 2012 and the opening of new stores;

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• a reduction in accrued expenses totaling $13.1 million (excluding accrued property, plant and equipment) related primarily to the payment of advertising costs that had been accrued at the end of fiscal year 2012;

• a decrease in accounts payable of $13.3 million due primarily to the timing of payments to vendors; and

• an increase in accounts receivable of $7.4 million due primarily to higher credit card receivables from transactions through American Express, MasterCard and Visa as a result of increased sales near the end of the second quarter of fiscal year 2013 as compared with the end of fiscal year 2012.

Accounts payable represent all short-term liabilities for which we have received a vendor invoice prior to the end of the reporting period. Accrued expenses represent all other short-term liabilities related to, among other things, vendors from whom invoices have not been received, employee compensation, federal and state income taxes and unearned gift cards and gift certificates.

From the end of the second quarter of fiscal year 2012 to the end of the second quarter of fiscal year 2013, inventory increased $13.6 million or 3.9% due primarily to new store openings. By the end of fiscal year 2013, we expect that inventory will have increased at a similar growth rate as in fiscal year 2012, depending on sales and other factors in fiscal year 2013.

Cash provided by investing activities of $3.9 million for the first six months of fiscal year 2013 relates to $15.9 million of net proceeds from short-term investments, partially offset by $12.0 million of payments for capital expenditures, as described below.

Cash used in financing activities of $0.5 million relates primarily to tax payments associated with equity compensation plans.

For fiscal year 2013, we expect to spend approximately $34 million to $37 million on capital expenditures, primarily to fund the anticipated opening of approximately 30 to 35 new stores, the renovation and/or relocation of several stores, the implementation of various systems and infrastructure projects and the expansion and maintenance of our distribution capacity. In addition, these capital expenditures include payments for property, plant and equipment additions accrued at the end of fiscal year 2012 primarily related to stores opened in fiscal year 2012 and exclude amounts for that portion of property, plant and equipment additions in fiscal year 2013 which are not expected to be paid until fiscal year 2014.

The capital expenditures include the cost of the construction of leasehold improvements for new stores and several stores to be renovated or relocated, of which approximately $4.0 million to $4.5 million is expected to be reimbursed through landlord contributions. These amounts are typically paid by the landlords after we complete construction and receive the appropriate lien waivers from contractors.

We spent approximately $12.0 million on capital expenditures in the first six months of fiscal year 2013 primarily related to payments for the stores opened or being constructed during the first six months of the fiscal year. In addition, capital expenditures for the period include payments for property, plant and equipment additions accrued at fiscal year-end 2012 related to stores opened. For the stores opened, renovated and relocated in the first six months of fiscal year 2013, we negotiated approximately $1.8 million of landlord contributions. The table below summarizes the landlord contributions that were negotiated and collected related to the stores opened, renovated and relocated in fiscal years 2013 and 2012.

	Negotiated Amounts		Amounts Collected in Fiscal Year 2012		Amounts Collected in  Fiscal Year 2013		Amounts Outstanding August 3, 2013
	(In thousands )
Full Fiscal Year 2012 Store Openings (46 Stores), Renovations and Relocations	$	6,351	$	3,645	$	2,706	$	—
First Six Months of Fiscal Year 2013 Store Openings (10 Stores), Renovations and Relocations	1,803		—		477		1,326
	$	8,154	$	3,645	$	3,183	$	1,326

Substantially all of the outstanding amounts of the landlord contributions for the stores opened, renovated and relocated in fiscal year 2013 are expected to be received within the next 12 months.

Management believes that our cash from operations, existing cash and cash equivalents and short-term investments will be sufficient to fund our planned capital expenditures and operating expenses through at least the next 12 months.

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Off-Balance Sheet Arrangements- We have no off-balance sheet arrangements other than our operating lease agreements.

Effects of Inflation and Changing Prices

Inflation and changing prices could have a material adverse impact on our operations, financial condition and results of operations, especially with respect to our product costs which are largely driven by cotton and wool prices and other production inputs such as labor costs which are largely tied to the labor markets and economies of the various countries in which our vendors are located. In general, we will attempt, over time, to increase prices to largely counteract the increasing costs due to inflation. However there is no assurance that our customers will accept such higher prices, especially over a short-term period.

Tabular Disclosure of Contractual Obligations

Our principal commitments are non-cancelable operating leases ( related to our our retail stores, certain tailoring facilities and equipment) and inventory purchase commitments. Under the terms of certain of the retail store leases, we are required to pay a base annual rent, plus a contingent amount based on sales (“contingent rent”). In addition, many of these leases include scheduled rent increases. Base annual rent and scheduled rent increases are included in the contractual obligations table below for operating leases, as these are the only rent-related commitments that are determinable at this time.

The following table reflects a summary of our contractual cash obligations and other commercial commitments for the periods indicated, including amounts paid in the first six months of fiscal year 2013, except for inventory purchase commitments, which reflect only future amounts.

Contractual Obligations and Commercial Commitments	Payments Due by Period
	(In thousands)
	2013		2014 - 2016		2017-2018		Beyond 2018		Total(f)
Operating lease obligations (a) (b)	$	77,587	$	200,986	$	89,886	$	102,414	$	470,873
Inventory purchase commitments (c)	184,175		35,049		—		—		219,224
Related party agreement (d)	825		1,650		—		—		2,475
License agreement (e)	165		330		—		—		495
Total	262,752		238,015		89,886		102,414		693,067

___________________________

(a) Includes various lease agreements signed prior to August 3, 2013 for stores to be opened and equipment placed in service subsequent to August 3, 2013.

(b) Excludes contingent rent and other lease costs.

(c) Represents the value of expected future inventory purchases for receipts through fiscal year 2014 for which purchase orders have been issued or other commitments have been made to vendors as of August 3, 2013.

(d) Relates to a consulting agreement with our current Chairman of the Board to consult on matters of strategic planning and initiatives.

(e) Relates to an agreement with David Leadbetter, a golf professional, which allows us to produce golf and other apparel under his name.

(f) The total does not include obligations for unrecognized tax benefits and related penalties and interest of $0.6 million which have been excluded from the above table as the amount to be settled in cash and the specific payment dates are not known.

21

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At August 3, 2013, we were not a party to any derivative financial instruments. We do business with all of our product vendors in U.S. currency and do not have direct foreign currency risk. However, a devaluation of the U.S. dollar against the foreign currencies of our suppliers could have a material adverse effect on our product costs and resulting gross profit. We currently invest substantially all of our excess cash in short-term investments, primarily in U.S. Treasury bills with original maturities of less than one year, overnight federally-sponsored agency notes and money market accounts, where returns effectively reflect current interest rates. As a result, market interest rate changes may impact our net interest income or expense. The impact will depend on variables such as the magnitude of rate changes and the level of excess cash balances. A 100 basis point change in interest rates would have changed interest income by approximately $3.1 million in fiscal year 2012.

Item 4. Controls and Procedures

Limitations on Control Systems. 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 our 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 our Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), does not expect that our Control Systems will prevent all errors 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 controls 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. Reports by management, including the CEO and CFO, on the effectiveness of our Control Systems express only reasonable assurance of the conclusions reached.

Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports 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, with the participation of the CEO and CFO, has evaluated the effectiveness, as of August 3, 2013, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective as of August 3, 2013.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Section 240.13a-15 of the Exchange Act that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On March 16, 2012, Neil Holmes, a former employee of the Company, individually and on behalf of all those similarly situated, filed a Complaint (the "Holmes Complaint") against the Company in the Superior Court of California, County of Santa Clara, Case No. 112CV220780, alleging various violations of California wage and labor laws. The Holmes Complaint seeks, among other relief, certification of the case as a class action, injunctive relief, monetary damages, penalties, restitution, other equitable relief, interest, attorney's fees and costs. On December 21, 2012, the parties accepted a mediator's proposal to settle this case. The proposed settlement has been recorded by the Company. The parties entered into a settlement agreement on April 19, 2013. On or about June 14, 2013, the said Superior Court granted preliminary approval of the settlement agreement, scheduled a final approval hearing and took certain other action in furtherance of the settlement. Although we expect the Superior Court to finally approve the settlement agreement, we cannot provide any assurance that it will do so.

On August 29, 2012, Patrick Edward Camasta, individually and as the representative of a class of similarly situated persons, filed a putative class action complaint (the “Original Camasta Complaint”) against the Company in the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois (Case No. 12CH4405). The Company removed the case to the United States District Court for the Northern District of Illinois, Eastern Division (Case No. 12 CV 7782). The Original Camasta Complaint alleges, among other things, that the Company's pattern and practice of advertising its normal retail prices as

22

temporary price reductions violate the Illinois Consumer Fraud and Deceptive Business Practices Act and the Illinois Uniform Deceptive Trade Practices Act. The Original Camasta Complaint seeks, among other relief, certification of the case as a class action, actual and punitive damages, attorney fees and costs and injunctive relief. On February 7, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the Original Camasta Complaint in its entirety, without prejudice. On March 1, 2013, Camasta filed a First Amended Class Action Complaint in the said United States District Court making substantially the same allegations as in the Original Camasta Complaint. On July 25, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the First Amended Class Action Complaint in its entirety, with prejudice. Camasta has appealed the dismissal to the United States Court of Appeals for the Seventh Circuit.

On July 30, 2013, Matthew B. Johnson, et al., on behalf of themselves and all Ohio residents similarly situated, filed a putative class action complaint (the “Johnson Complaint”) against the Company in the United States District Court for the Southern District of Ohio, Eastern District (Case No. 2:13-cv-756). The Johnson Complaint alleges, among other things, deceptive sales and marketing practices by the Company relating to its use of the words “free” and “regular price”. The Johnson Complaint seeks, among other relief, class certification, compensatory damages, declaratory relief, injunctive relief and costs and disbursements (including attorneys' fees). We intend to defend this lawsuit vigorously. (The law firm which filed the Johnson Complaint on behalf of the plaintiffs is one of the law firms which filed the “Schneider Complaint,” which is discussed in our Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2013. On July 24, 2013, the Schneider Complaint was voluntarily dismissed by the plaintiffs from the United States District Court for the Northern District of Ohio. Approximately one week later, the substantially similar Johnson Complaint was filed in United States District Court for the Southern District of Ohio.)

In addition to the litigation discussed above, we are a party to routine litigation matters that are incidental to our business and are currently not expected to be material. From time to time, additional legal matters in which we may be named as a defendant are expected to arise in the normal course of our business activities.

The resolution of our litigation matters cannot be accurately predicted and we have not estimated the costs or potential losses, if any, associated with these matters. Accordingly, we cannot determine whether our insurance coverage, if any, would be sufficient to cover such costs or potential losses, if any, and we have not recorded any provision for cost or loss associated with these actions. It is possible that our consolidated financial statements could be materially impacted in a particular fiscal quarter or year by an unfavorable outcome or settlement of any of these actions.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the caption “Item 1A. Risk Factors” in our Annual Report on Form 10-K for fiscal year 2012, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K for fiscal year 2012 are not the only risks facing us. Additional risks and uncertainties, including those not currently known to us or that we currently deem to be immaterial also could materially adversely affect our business, financial condition and/or operating results. There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for fiscal year 2012except for the following:

We rely heavily on a limited number of key suppliers, the loss of any of which could cause a significant disruption to our business and negatively affect our business.

    Historically, we have purchased a substantial portion of our products from a limited number of suppliers throughout the world. During fiscal year 2012, approximately 53% of our total product purchases were sourced through a single buying agent and we expect to continue this relationship in fiscal year 2013 and beyond. In addition, four individual suppliers each provided over 5% of our product purchases in fiscal year 2012 for a combined total of approximately 38% of our total product purchases. The loss of this buying agent or any of these key suppliers or any significant interruption in our product supply, such as manufacturing problems or shipping delays, could have an adverse effect on our business due to lost sales, excessive markdowns or delays in finding alternative sources, and could result in increased costs. In addition, the current economic conditions, including decreased access to credit, may result in financial difficulties leading to restructurings, liquidations and other unfavorable events for industry suppliers. Key vendors may also be affected by natural disasters such as earthquakes, tsunamis and flooding which could adversely impact their operations. These suppliers may not be able to overcome any such difficulties which could lead to interruptions in our product supply and could also lead to increases in the costs that we pay for our products as any surviving suppliers could be in better positions to increase their prices.

23

In late May 2013, our second largest vendor (representing approximately 10% of our total purchases in fiscal year 2012) suffered a fire at one of its production facilities. In fiscal year 2012, approximately 6% of our total purchases were produced at the affected facility. As a result of this fire, through at least early fiscal year 2014, we anticipate a disruption in the supply of goods which had previously been produced at the affected facility. We are attempting to mitigate the impact of this disruption by utilizing alternative vendors and by taking the disruption into account when managing our existing supply of affected inventory. We do not currently expect that the supply disruption will have a significant negative impact on our business. However, if our mitigation efforts are not successful, if the disruption lasts longer than expected or if there is a significant disruption of supply from any of our other vendors, our business, financial condition and results of operations could be materially, adversely affected.

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Item 6. Exhibits

Exhibits

31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

25

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.

		Jos. A. Bank Clothiers, Inc. (Registrant)
Dated:	September 5, 2013	/s/ DAVID E. ULLMAN
		David E. Ullman
		Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)

26

Exhibit Index

Exhibits

31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

27

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, R. Neal Black, certify that:

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

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

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	September 5, 2013	/s/ R. Neal Black
		R. Neal Black President, Chief Executive Officer and Director

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, David E. Ullman, certify that:

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

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

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	September 5, 2013	/s/ David E. Ullman
		David E. Ullman Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE

SARBANES‑OXLEY ACT OF 2002

In connection with the Quarterly Report of Jos. A. Bank Clothiers, Inc. (the "Company") on Form 10‑Q for the period ended August 3, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, R. Neal Black, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

September 5, 2013	/s/ R. Neal Black
	R. Neal Black President, Chief Executive Officer and Director

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE

SARBANES‑OXLEY ACT OF 2002

In connection with the Quarterly Report of Jos. A. Bank Clothiers, Inc. (the "Company") on Form 10‑Q for the period ended August 3, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David E. Ullman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

September 5, 2013	/s/ David E. Ullman
	David E. Ullman Chief Financial Officer

XML

Segment Reporting (Tables)

6 Months Ended

Aug. 03, 2013

Segment Reporting [Abstract]

Segment data

Segment data is presented in the following tables:

Three months ended August 3, 2013

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	194,499	$	27,310	$	10,720		$	232,529
Depreciation and amortization	5,802		206		1,165			7,173
Operating income (loss) (b)	34,713		5,843		(17,428		)	23,128
Capital expenditures (c)	4,499		7		1,630			6,136

Three months ended July 28, 2012

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	223,986	$	27,832	$	8,525		$	260,343
Depreciation and amortization	5,624		179		1,123			6,926
Operating income (loss) (b)	49,266		7,463		(19,613		)	37,116
Capital expenditures (c)	4,580		44		1,269			5,893

Six months ended August 3, 2013

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	360,409	$	48,197	$	19,978		$	428,584
Depreciation and amortization	11,896		410		2,360			14,666
Operating income (loss) (b)	61,175		11,463		(36,557		)	36,081
Capital expenditures (c)	9,605		14		2,412			12,031

Six months ended July 28, 2012

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	398,749	$	46,377	$	16,571		$	461,697
Depreciation and amortization	11,159		353		2,234			13,746
Operating income (loss) (b)	85,403		13,650		(37,529		)	61,524
Capital expenditures (c)	9,219		101		2,510			11,830

________________________________________

(a) Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from operating segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments — Factory stores and Franchise stores. These operating segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.”

(b) Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers (except order fulfillment costs which are allocated to Direct Marketing), interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $5.0 million and $5.1 million for the second quarter of fiscal years 2012 and 2013 , respectively, and approximately $7.8 million and $8.5 million for the first six months of fiscal years 2012 and 2013, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes.

(c) Capital expenditures include payments for property, plant and equipment made for the reportable segment.

XML

Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012
Cash flows from operating activities:
Net income	$ 22,337	$ 37,990
Adjustments to reconcile net income to net cash (used in) operating activities:
Depreciation and amortization	14,666	13,746
Loss on disposals of property, plant and equipment	155	119
Non-cash equity compensation	927	1,434
(Decrease) in deferred taxes	(1,052)	(783)
Net (increase) in operating working capital and other components	(68,414)	(75,802)
Net cash (used in) operating activities	(31,381)	(23,296)
Cash flows from investing activities:
Capital expenditures	(12,031)	(11,830)
Proceeds from maturities of short-term investments	305,833	246,580
Payments to acquire short-term investments	(289,873)	(239,837)
Net cash provided by (used in) investing activities	3,929	(5,087)
Cash flows from financing activities:
Income tax benefit from equity compensation plans	(40)	6
Net proceeds from issuance of common stock	0	479
Tax payments related to equity compensation plans	(491)	(634)
Net cash (used in) financing activities	(531)	(149)
Net (decrease) in cash and cash equivalents	(27,983)	(28,532)
Cash and cash equivalents - beginning of period	71,288	87,230
Cash and cash equivalents - end of period	$ 43,305	$ 58,698

XML

Segment Reporting

6 Months Ended

Aug. 03, 2013

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING

We have two reportable segments: Stores and Direct Marketing. The Stores segment includes all Company-owned stores excluding Factory stores (“Full-line Stores”). The Direct Marketing segment includes our catalog call center and Internet operations. While each segment offers a similar mix of men’s clothing to the retail customer, the Stores segment also provides complete alterations, while the Direct Marketing segment provides certain limited alterations.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We evaluate performance of the segments based on “four wall” contribution, which excludes any allocation of overhead from the corporate office and the distribution centers (except order fulfillment costs, which are allocated to Direct Marketing), interest and income taxes.

Our segments are strategic business units that offer similar products to retail customers by two distinctively different methods. Stores segment customers travel to Company stores to purchase merchandise and/or alterations and typically take their purchases with them from the Stores. Most of our Direct Marketing segment customers visit one or more of our Internet web sites and order online. Some of our Direct Marketing customers order through our catalog by phone, mail or fax. Direct Marketing purchases are shipped to the customer.

Segment data is presented in the following tables:

Three months ended August 3, 2013

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	194,499	$	27,310	$	10,720		$	232,529
Depreciation and amortization	5,802		206		1,165			7,173
Operating income (loss) (b)	34,713		5,843		(17,428		)	23,128
Capital expenditures (c)	4,499		7		1,630			6,136

Three months ended July 28, 2012

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	223,986	$	27,832	$	8,525		$	260,343
Depreciation and amortization	5,624		179		1,123			6,926
Operating income (loss) (b)	49,266		7,463		(19,613		)	37,116
Capital expenditures (c)	4,580		44		1,269			5,893

Six months ended August 3, 2013

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	360,409	$	48,197	$	19,978		$	428,584
Depreciation and amortization	11,896		410		2,360			14,666
Operating income (loss) (b)	61,175		11,463		(36,557		)	36,081
Capital expenditures (c)	9,605		14		2,412			12,031

Six months ended July 28, 2012

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	398,749	$	46,377	$	16,571		$	461,697
Depreciation and amortization	11,159		353		2,234			13,746
Operating income (loss) (b)	85,403		13,650		(37,529		)	61,524
Capital expenditures (c)	9,219		101		2,510			11,830

________________________________________

(a) Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from operating segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments — Factory stores and Franchise stores. These operating segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.”

(b) Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers (except order fulfillment costs which are allocated to Direct Marketing), interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $5.0 million and $5.1 million for the second quarter of fiscal years 2012 and 2013 , respectively, and approximately $7.8 million and $8.5 million for the first six months of fiscal years 2012 and 2013, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes.

(c) Capital expenditures include payments for property, plant and equipment made for the reportable segment.

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Segment Reporting (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Aug. 03, 2013		Jul. 28, 2012		Aug. 03, 2013	Jul. 28, 2012
Segment Reporting Information [Line Items]
Net sales	$ 232,529	[1]	$ 260,343	[1]	$ 428,584	$ 461,697
Depreciation and amortization	7,173		6,926		14,666	13,746
Operating income (loss)	23,128	[2]	37,116	[2]	36,081	61,524
Capital expenditures	6,136	[3]	5,893	[3]	12,031	11,830
Stores [Member]
Segment Reporting Information [Line Items]
Net sales	194,499	[1]	223,986	[1]	360,409	398,749
Depreciation and amortization	5,802		5,624		11,896	11,159
Operating income (loss)	34,713	[2]	49,266	[2]	61,175	85,403
Capital expenditures	4,499	[3]	4,580	[3]	9,605	9,219
Direct Marketing [Member]
Segment Reporting Information [Line Items]
Net sales	27,310	[1]	27,832	[1]	48,197	46,377
Depreciation and amortization	206		179		410	353
Operating income (loss)	5,843	[2]	7,463	[2]	11,463	13,650
Capital expenditures	7	[3]	44	[3]	14	101
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Net sales	10,720	[1]	8,525	[1]	19,978	16,571
Depreciation and amortization	1,165		1,123		2,360	2,234
Operating income (loss)	(17,428)	[2]	(19,613)	[2]	(36,557)	(37,529)
Capital expenditures	$ 1,630	[3]	$ 1,269	[3]	$ 2,412	$ 2,510

[1] Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from operating segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments — Factory stores and Franchise stores. These operating segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.”

[2] Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers (except order fulfillment costs which are allocated to Direct Marketing), interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $5.0 million and $5.1 million for the second quarter of fiscal years 2012 and 2013 , respectively, and approximately $7.8 million and $8.5 million for the first six months of fiscal years 2012 and 2013, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes.

[3] Capital expenditures include payments for property, plant and equipment made for the reportable segment.

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Basis of Presentation (Details)	6 Months Ended	12 Months Ended
	Aug. 03, 2013	Jan. 31, 2015 week	Feb. 01, 2014 week	Feb. 02, 2013 week	Jan. 28, 2012 week	Jan. 29, 2011 week	Jan. 30, 2010 week	Jan. 31, 2009 week
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating cycle	52-53 week
Fiscal year end date		January 31, 2015	February 1, 2014	February 2, 2013	January 28, 2012	January 29, 2011	January 30, 2010	January 31, 2009
Number of weeks in each fiscal year		52	52	53	52	52	52	52

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Segment Reporting Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013 segment method	Jul. 28, 2012	Aug. 03, 2013 segment method	Jul. 28, 2012
Segment Reporting Information [Line Items]
Number of Reportable Segments	2		2
Number Of Distribution Methods	2		2
Number of Non-Reportable Operating Segments	2		2
Shipping, Handling and Transportation Costs	$ 5.1	$ 5.0	$ 8.5	$ 7.8

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Significant Accounting Policies

6 Months Ended

Aug. 03, 2013

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents - Cash and cash equivalents include bank deposit accounts, money market accounts and other highly liquid investments with original maturities of 90 days or less. At August 3, 2013, substantially all of the cash and cash equivalents were invested in U.S. Treasury bills with original maturities of 90 days or less and overnight federally-sponsored agency notes.

Short-term Investments - Short-term investments consist of investments in securities with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. At August 3, 2013, short-term investments consisted solely of U.S. Treasury bills with remaining maturities ranging from less than one month to six months. These investments are classified as held-to-maturity and their market values approximate their carrying values.

Inventories - We record inventory at the lower of cost or market (“LCM”). Cost is determined using the first-in, first-out method. We capitalize into inventory certain warehousing and freight delivery costs associated with shipping our merchandise to the point of sale. We periodically review quantities of inventories on hand and compare these amounts to the expected sales of each product. We record a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to estimated net realizable value.

Landlord Contributions - We typically receive reimbursement from landlords for a portion of the cost of leasehold improvements for new stores and, occasionally, for renovations and relocations. These landlord contributions are initially accounted for as an increase to deferred rent and as an increase to prepaid expenses and other current assets when the related store is opened. When collected, we record cash and reduce the prepaid expenses and other current assets account. The collection of landlord contributions is presented in the Condensed Consolidated Statements of Cash Flows as an operating activity. The deferred rent is amortized over the lease term in a manner that is consistent with our 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.

Gift Cards and Certificates - We sell gift cards and gift certificates to individuals and companies. Our incentive gift certificates are used by various companies as a reward for achievement for their employees. We also redeem proprietary gift cards and gift certificates marketed by third-party premium/incentive companies. We record a liability when a gift card/certificate is purchased. As the gift card/certificate is redeemed, we reduce the liability and record revenue. Substantially all of our gift cards/certificates do not have expiration dates and they are all subject to state escheatment laws. Based on historical experience, gift cards/certificates redemptions after the escheatment due date are remote and we recognize any income (also referred to as “breakage”) on these unredeemed gift cards/certificates on a specific identification basis on the escheatment due date.

Tuxedo Rental Products - Revenues from tuxedo rental products are recognized on a gross basis upon delivery of rental products to customers. When a customer orders a tuxedo rental from us, we place an order with a national distributor who delivers the product to our stores, typically within several days prior to the intended use. The national distributor owns the rental product and charges the Company a rental cost for each rental and delivery which is recorded to "Costs of goods sold".

Equity Compensation -We account for our equity awards in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”), which requires the compensation cost resulting from all share-based awards to be recognized in the financial statements. The amount of compensation is measured based on the grant-date fair value of the awards and is recognized over the vesting period of the awards. The vesting of awards to both the officers and directors is subject to service conditions being met, currently ranging from one to three years. Additionally, the vesting of awards to officers is subject to performance conditions being met in the fiscal year that the awards are granted such as, among other things, the attainment of certain annual earnings and performance goals. For these officer awards, we estimate the probability that such goals will be attained based on results-to-date at each interim quarter-end and record compensation cost to "General and administrative expense" for these awards based on the awards projected to vest. Share-based compensation expense recognized for the second quarter and first six months of fiscal year 2013 related to equity awards issued under the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (“Equity Incentive Plan”) was $0.4 million and $0.9 million, respectively, and the tax benefit recognized related to this compensation for each of the second quarter and the first six months was $0.2 million and $0.4 million. Share based compensation expense for the second quarter and first six months of fiscal year 2012 was $0.8 million and $1.4 million, respectively, and the tax benefit recognized related to this compensation was $0.3 million and $0.5 million.

Recently Proposed Amendments to Accounting Standards -In May 2013, the FASB issued an updated exposure draft, “Leases” (the “Exposure Draft”), which would replace the existing guidance in ASC 840, “Leases.” Under the Exposure Draft, a lessee's rights and obligations under all leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. A final standard is expected to be issued in 2014 and is expected to be effective no earlier than our fiscal year 2017 annual reporting period. If this lease guidance becomes effective on the terms currently proposed by FASB, it will likely have a significant impact on our consolidated financial statements. However, as the standard-setting process is still ongoing, we are unable to determine at this time the impact this proposed change in accounting may have on our consolidated financial statements.

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Earnings Per Share

6 Months Ended

Aug. 03, 2013

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income by the diluted weighted average common shares, which reflects the potential dilution related to common stock equivalents. The weighted average shares used to calculate basic and diluted EPS are as follows:

	Three Months Ended		Six Months Ended
	July 28, 2012	August 3, 2013	July 28, 2012	August 3, 2013
	(In thousands)		(In thousands)
Weighted average shares outstanding for basic EPS	27,885	27,981	27,858	27,973
Dilutive effect of common stock equivalents	119	69	142	76
Weighted average shares outstanding for diluted EPS	28,004	28,050	28,000	28,049

We use the treasury method for calculating the dilutive effect of common stock equivalents. For the second quarter and the first six months of fiscal years 2012 and 2013, there were no anti-dilutive common stock equivalents.

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Legal Matters

6 Months Ended

Aug. 03, 2013

Loss Contingency, Information about Litigation Matters [Abstract]

LEGAL MATTERS

LEGAL MATTERS

On March 16, 2012, Neil Holmes, a former employee of the Company, individually and on behalf of all those similarly situated, filed a Complaint (the "Holmes Complaint") against the Company in the Superior Court of California, County of Santa Clara, Case No. 112CV220780, alleging various violations of California wage and labor laws. The Holmes Complaint seeks, among other relief, certification of the case as a class action, injunctive relief, monetary damages, penalties, restitution, other equitable relief, interest, attorney's fees and costs. On December 21, 2012, the parties accepted a mediator's proposal to settle this case. The proposed settlement has been recorded by the Company. The parties entered into a settlement agreement on April 19, 2013. On or about June 14, 2013, the said Superior Court granted preliminary approval of the settlement agreement, scheduled a final approval hearing and took certain other action in furtherance of the settlement. Although we expect the Superior Court to finally approve the settlement agreement, we cannot provide any assurance that it will do so.

On August 29, 2012, Patrick Edward Camasta, individually and as the representative of a class of similarly situated persons, filed a putative class action complaint (the “Original Camasta Complaint”) against the Company in the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois (Case No. 12CH4405). The Company removed the case to the United States District Court for the Northern District of Illinois, Eastern Division (Case No. 12 CV 7782). The Original Camasta Complaint alleges, among other things, that the Company's pattern and practice of advertising its normal retail prices as temporary price reductions violate the Illinois Consumer Fraud and Deceptive Business Practices Act and the Illinois Uniform Deceptive Trade Practices Act. The Original Camasta Complaint seeks, among other relief, certification of the case as a class action, actual and punitive damages, attorney fees and costs and injunctive relief. On February 7, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the Original Camasta Complaint in its entirety, without prejudice. On March 1, 2013, Camasta filed a First Amended Class Action Complaint in the said United States District Court making substantially the same allegations as in the Original Camasta Complaint. On July 25, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the First Amended Class Action Complaint in its entirety, with prejudice. Camasta has appealed the dismissal to the United States Court of Appeals for the Seventh Circuit.

On July 30, 2013, Matthew B. Johnson, et al., on behalf of themselves and all Ohio residents similarly situated, filed a putative class action complaint (the “Johnson Complaint”) against the Company in the United States District Court for the Southern District of Ohio, Eastern District (Case No. 2:13-cv-756). The Johnson Complaint alleges, among other things, deceptive sales and marketing practices by the Company relating to its use of the words “free” and “regular price”. The Johnson Complaint seeks, among other relief, class certification, compensatory damages, declaratory relief, injunctive relief and costs and disbursements (including attorneys' fees). We intend to defend this lawsuit vigorously. (The law firm which filed the Johnson Complaint on behalf of the plaintiffs is one of the law firms which filed the “Schneider Complaint,” which is discussed in our Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2013. On July 24, 2013, the Schneider Complaint was voluntarily dismissed by the plaintiffs from the United States District Court for the Northern District of Ohio. Approximately one week later, the substantially similar Johnson Complaint was filed in United States District Court for the Southern District of Ohio.)

In addition to the litigation discussed above, we are a party to routine litigation matters that are incidental to our business and are currently not expected to be material. From time to time, additional legal matters in which we may be named as a defendant are expected to arise in the normal course of our business activities.

The resolution of our litigation matters cannot be accurately predicted and we have not estimated the costs or potential losses, if any, associated with these matters. Accordingly, we cannot determine whether our insurance coverage, if any, would be sufficient to cover such costs or potential losses, if any, and we have not recorded any provision for cost or loss associated with these actions. It is possible that our consolidated financial statements could be materially impacted in a particular fiscal quarter or year by an unfavorable outcome or settlement of any of these actions.

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Income Taxes

6 Months Ended

Aug. 03, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Condensed Consolidated Statements of Income in the period that includes the enactment date.

We account for uncertainties in income taxes pursuant to ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in financial statements. We recognize tax liabilities for uncertain income tax positions (“unrecognized tax benefits”) where an evaluation has indicated that it is more likely than not that the tax positions will not be sustained in an audit. We estimate the unrecognized tax benefits as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We re-evaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. The re-evaluations are based on many factors, including, but not limited to, changes in facts or circumstances, changes in tax law, settled issues as a result of audits, expirations due to statutes of limitations, and new federal or state audit activity. We also recognize accrued interest and penalties related to these unrecognized tax benefits. Changes in these accrued items are included in the provision for income taxes in the Condensed Consolidated Statements of Income.

The effective income tax rate for the second quarter of fiscal year 2013 was 38.6% as compared with 37.8% for the second quarter of fiscal year 2012. For the first six months of fiscal year 2013, the effective tax rate was 38.5% as compared with 38.4% for the same period in fiscal year 2012. The increase in the rate for the first six months of fiscal year 2013 as compared to the same period of fiscal year 2012 was driven by higher state income taxes, partially offset by lower expense related to the liability for unrecognized benefits in fiscal year 2013 compared to fiscal year 2012.

Significant changes to U.S. federal or state income tax rules could occur as part of future legislation. Such changes could influence our future income tax expense and/or the timing of income tax deductions. The impact of such changes on our business operations and financial statements remains uncertain. However, as the possibility of any enactment progresses, we will continue to monitor current developments and assess the potential implications of these tax law changes on our business and consolidated financial statements.

We file a federal income tax return and state and local income tax returns in various jurisdictions. The Internal Revenue Service (“IRS”) has audited our tax returns through fiscal year 2008, including its examination of the tax returns for fiscal years 2007 and 2008, which was finalized in October 2010. No material adjustments were required to these tax returns as a result of the examination by the IRS. For the years before fiscal year 2009, the majority of our state and local income tax returns are no longer subject to examinations by taxing authorities

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Aug. 03, 2013	Feb. 02, 2013
CURRENT ASSETS:
Cash and cash equivalents	$ 43,305	$ 71,288
Short-term investments	289,873	305,833
Accounts receivable, net	18,031	10,644
Inventories:
Finished goods	350,266	317,635
Raw materials	14,326	12,867
Total inventories	364,592	330,502
Prepaid expenses and other current assets	22,038	23,922
Total current assets	737,839	742,189
NONCURRENT ASSETS:
Property, plant and equipment, net	155,780	152,360
Other noncurrent assets	295	298
Total assets	893,914	894,847
CURRENT LIABILITIES:
Accounts payable	40,434	53,782
Accrued expenses	97,795	104,639
Deferred tax liability — current	11,920	11,928
Total current liabilities	150,149	170,349
NONCURRENT LIABILITIES:
Deferred rent	43,026	45,531
Deferred tax liability — noncurrent	8,747	9,791
Other noncurrent liabilities	1,696	1,613
Total liabilities	203,618	227,284
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred Stock	0	0
Common stock	279	279
Additional paid-in capital	95,153	94,757
Retained earnings	595,055	572,718
Accumulated other comprehensive income (loss)	(191)	(191)
Total stockholders’ equity	690,296	667,563
Total liabilities and stockholders’ equity	$ 893,914	$ 894,847

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Basis of Presentation (Tables)

6 Months Ended

Aug. 03, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of fiscal year end dates

The following fiscal years ended or will end on the dates indicated and will be referred to herein by their fiscal year designations:

Fiscal year 2008	January 31, 2009
Fiscal year 2009	January 30, 2010
Fiscal year 2010	January 29, 2011
Fiscal year 2011	January 28, 2012
Fiscal year 2012	February 2, 2013
Fiscal year 2013	February 1, 2014
Fiscal year 2014	January 31, 2015

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Basis of Presentation

6 Months Ended

Aug. 03, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

Jos. A. Bank Clothiers, Inc. is a nationwide designer, manufacturer, retailer and direct marketer (through stores, catalog and Internet) of men’s tailored and casual clothing and accessories and is a retailer of tuxedo rental products. The unaudited condensed consolidated financial statements include the accounts of Jos. A. Bank Clothiers, Inc. and its wholly-owned subsidiaries (collectively referred to as “we”, “our” or “us”). All 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.

We operate on a 52-53 week fiscal year ending on the Saturday closest to January 31. The following fiscal years ended or will end on the dates indicated and will be referred to herein by their fiscal year designations:

Fiscal year 2008	January 31, 2009
Fiscal year 2009	January 30, 2010
Fiscal year 2010	January 29, 2011
Fiscal year 2011	January 28, 2012
Fiscal year 2012	February 2, 2013
Fiscal year 2013	February 1, 2014
Fiscal year 2014	January 31, 2015

Each fiscal year noted above consisted or consists of 52 weeks except fiscal year 2012, which consisted of 53 weeks.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) 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 GAAP for comparable annual financial statements. Certain information has been derived from our audited Annual Report on Form 10-K for fiscal year 2012 and 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 our Annual Report on Form 10-K for fiscal year 2012.

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Condensed Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				6 Months Ended
	Aug. 03, 2013		Jul. 28, 2012		Aug. 03, 2013	Jul. 28, 2012
Income Statement [Abstract]
Net sales	$ 232,529	[1]	$ 260,343	[1]	$ 428,584	$ 461,697
Cost of goods sold	95,165		107,457		172,034	181,050
Gross profit	137,364		152,886		256,550	280,647
Operating expenses:
Sales and marketing, including occupancy costs	96,625		96,190		185,326	181,952
General and administrative	17,611		19,580		35,143	37,171
Total operating expenses	114,236		115,770		220,469	219,123
Operating income	23,128	[2]	37,116	[2]	36,081	61,524
Other income (expense):
Interest income	95		101		266	169
Interest expense	(4)		(5)		(9)	(17)
Total other income (expense)	91		96		257	152
Income before provision for income taxes	23,219		37,212		36,338	61,676
Provision for income taxes	8,970		14,054		14,001	23,686
Net income	$ 14,249		$ 23,158		$ 22,337	$ 37,990
Earnings per share:
Basic (in dollars per share)	$ 0.51		$ 0.83		$ 0.80	$ 1.36
Diluted (in dollars per share)	$ 0.51		$ 0.83		$ 0.80	$ 1.36
Weighted average shares outstanding:
Basic (in shares)	27,981		27,885		27,973	27,858
Diluted (in shares)	28,050		28,004		28,049	28,000

[1] Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from operating segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments — Factory stores and Franchise stores. These operating segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.”

[2] Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers (except order fulfillment costs which are allocated to Direct Marketing), interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $5.0 million and $5.1 million for the second quarter of fiscal years 2012 and 2013 , respectively, and approximately $7.8 million and $8.5 million for the first six months of fiscal years 2012 and 2013, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes.

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Income Taxes (Details)	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Income Tax Disclosure [Abstract]
Effective Income Tax Rate, Continuing Operations	38.60%	37.80%	38.50%	38.40%

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Income Taxes (Policies)

6 Months Ended

Aug. 03, 2013

Income Tax Disclosure [Abstract]

Income Tax Uncertainties

Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Condensed Consolidated Statements of Income in the period that includes the enactment date.

We account for uncertainties in income taxes pursuant to ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in financial statements. We recognize tax liabilities for uncertain income tax positions (“unrecognized tax benefits”) where an evaluation has indicated that it is more likely than not that the tax positions will not be sustained in an audit. We estimate the unrecognized tax benefits as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We re-evaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. The re-evaluations are based on many factors, including, but not limited to, changes in facts or circumstances, changes in tax law, settled issues as a result of audits, expirations due to statutes of limitations, and new federal or state audit activity. We also recognize accrued interest and penalties related to these unrecognized tax benefits. Changes in these accrued items are included in the provision for income taxes in the Condensed Consolidated Statements of Income.

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Earnings Per Share (Tables)

6 Months Ended

Aug. 03, 2013

Earnings Per Share [Abstract]

Weighted average shares used to calculate basic and diluted EPS

The weighted average shares used to calculate basic and diluted EPS are as follows:

	Three Months Ended		Six Months Ended
	July 28, 2012	August 3, 2013	July 28, 2012	August 3, 2013
	(In thousands)		(In thousands)
Weighted average shares outstanding for basic EPS	27,885	27,981	27,858	27,973
Dilutive effect of common stock equivalents	119	69	142	76
Weighted average shares outstanding for diluted EPS	28,004	28,050	28,000	28,049

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Significant Accounting Policies (Policies)

6 Months Ended

Aug. 03, 2013

Accounting Policies [Abstract]

Cash and Cash Equivalents

Cash and cash equivalents include bank deposit accounts, money market accounts and other highly liquid investments with original maturities of 90 days or less. At August 3, 2013, substantially all of the cash and cash equivalents were invested in U.S. Treasury bills with original maturities of 90 days or less and overnight federally-sponsored agency notes.

Short-term Investments

Short-term investments consist of investments in securities with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. At August 3, 2013, short-term investments consisted solely of U.S. Treasury bills with remaining maturities ranging from less than one month to six months. These investments are classified as held-to-maturity and their market values approximate their carrying values.

Inventories

We record inventory at the lower of cost or market (“LCM”). Cost is determined using the first-in, first-out method. We capitalize into inventory certain warehousing and freight delivery costs associated with shipping our merchandise to the point of sale. We periodically review quantities of inventories on hand and compare these amounts to the expected sales of each product. We record a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to estimated net realizable value.

Landlord Contributions

We typically receive reimbursement from landlords for a portion of the cost of leasehold improvements for new stores and, occasionally, for renovations and relocations. These landlord contributions are initially accounted for as an increase to deferred rent and as an increase to prepaid expenses and other current assets when the related store is opened. When collected, we record cash and reduce the prepaid expenses and other current assets account. The collection of landlord contributions is presented in the Condensed Consolidated Statements of Cash Flows as an operating activity. The deferred rent is amortized over the lease term in a manner that is consistent with our 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.

Gift Cards and Certificates

We sell gift cards and gift certificates to individuals and companies. Our incentive gift certificates are used by various companies as a reward for achievement for their employees. We also redeem proprietary gift cards and gift certificates marketed by third-party premium/incentive companies. We record a liability when a gift card/certificate is purchased. As the gift card/certificate is redeemed, we reduce the liability and record revenue. Substantially all of our gift cards/certificates do not have expiration dates and they are all subject to state escheatment laws. Based on historical experience, gift cards/certificates redemptions after the escheatment due date are remote and we recognize any income (also referred to as “breakage”) on these unredeemed gift cards/certificates on a specific identification basis on the escheatment due date.

Tuxedo Rental Product

Revenues from tuxedo rental products are recognized on a gross basis upon delivery of rental products to customers. When a customer orders a tuxedo rental from us, we place an order with a national distributor who delivers the product to our stores, typically within several days prior to the intended use. The national distributor owns the rental product and charges the Company a rental cost for each rental and delivery which is recorded to "Costs of goods sold".

Equity Compensation

We account for our equity awards in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”), which requires the compensation cost resulting from all share-based awards to be recognized in the financial statements. The amount of compensation is measured based on the grant-date fair value of the awards and is recognized over the vesting period of the awards. The vesting of awards to both the officers and directors is subject to service conditions being met, currently ranging from one to three years. Additionally, the vesting of awards to officers is subject to performance conditions being met in the fiscal year that the awards are granted such as, among other things, the attainment of certain annual earnings and performance goals. For these officer awards, we estimate the probability that such goals will be attained based on results-to-date at each interim quarter-end and record compensation cost to "General and administrative expense" for these awards based on the awards projected to vest. Share-based compensation expense recognized for the second quarter and first six months of fiscal year 2013 related to equity awards issued under the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (“Equity Incentive Plan”) was $0.4 million and $0.9 million, respectively, and the tax benefit recognized related to this compensation for each of the second quarter and the first six months was $0.2 million and $0.4 million. Share based compensation expense for the second quarter and first six months of fiscal year 2012 was $0.8 million and $1.4 million, respectively, and the tax benefit recognized related to this compensation was $0.3 million and $0.5 million.

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Supplemental Cash Flow Disclosure

6 Months Ended

Aug. 03, 2013

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW DISCLOSURE

SUPPLEMENTAL CASH FLOW DISCLOSURE

The net changes in operating working capital and other components consist of the following:

	Six Months Ended
	July 28, 2012			August 3, 2013
	(In thousands)
(Increase) in accounts receivable	$	(6,707	)	$	(7,387	)
(Increase) in inventories	(46,311		)	(34,090		)
Decrease in prepaids and other assets	827			1,887
(Decrease) in accounts payable	(17,691		)	(13,348		)
(Decrease) in accrued expenses	(3,359		)	(13,054		)
(Decrease) in deferred rent and other noncurrent liabilities	(2,561		)	(2,422		)
Net (increase) in operating working capital and other components	$	(75,802	)	$	(68,414	)

Interest and income taxes paid were as follows:

	Six Months Ended
	July 28, 2012		August 3, 2013
	(In thousands)
Interest paid	$	17	$	11
Income taxes paid	$	27,554	$	11,690

As of July 28, 2012 and August 3, 2013, included in “Property, plant and equipment, net” and “Accrued expenses” in the Condensed Consolidated Balance Sheets are $7.2 million and $14.9 million, respectively, of accrued property, plant and equipment additions that have been incurred but not invoiced by vendors, and therefore, not paid by the end of the respective periods. The net increase in accrued property, plant, and equipment additions of $0.5 million for the first six months of fiscal year 2012 and the net increase in accrued property, plant, and equipment additions of $6.2 million for the first six months of fiscal year 2013 are excluded from payments for capital expenditures and changes in accrued expenses in the Condensed Consolidated Statements of Cash Flows, as these changes are non-cash items.

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Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 0.4	$ 0.8	$ 0.9	$ 1.4
Share-based compensation tax benefit recognized	$ 0.2	$ 0.3	$ 0.4	$ 0.5
Minimum [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			1 year
Maximum [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years

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Supplemental Cash Flow Disclosure (Tables)

6 Months Ended

Aug. 03, 2013

Supplemental Cash Flow Elements [Abstract]

Net changes in operating working capital and other components

The net changes in operating working capital and other components consist of the following:

	Six Months Ended
	July 28, 2012			August 3, 2013
	(In thousands)
(Increase) in accounts receivable	$	(6,707	)	$	(7,387	)
(Increase) in inventories	(46,311		)	(34,090		)
Decrease in prepaids and other assets	827			1,887
(Decrease) in accounts payable	(17,691		)	(13,348		)
(Decrease) in accrued expenses	(3,359		)	(13,054		)
(Decrease) in deferred rent and other noncurrent liabilities	(2,561		)	(2,422		)
Net (increase) in operating working capital and other components	$	(75,802	)	$	(68,414	)

Interest and income taxes paid

Interest and income taxes paid were as follows:

	Six Months Ended
	July 28, 2012		August 3, 2013
	(In thousands)
Interest paid	$	17	$	11
Income taxes paid	$	27,554	$	11,690

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Earnings Per Share (Details)	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Weighted average shares used to calculate basic and diluted earnings per share
Weighted average shares outstanding for basic EPS	27,981,000	27,885,000	27,973,000	27,858,000
Dilutive effect of common stock equivalents	69,000	119,000	76,000	142,000
Weighted average shares outstanding for diluted EPS	28,050,000	28,004,000	28,049,000	28,000,000
Restricted Stock Units [Member]
Weighted average shares used to calculate basic and diluted earnings per share
Anti-dilutive securities excluded from EPS computation	0	0	0	0

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Supplemental Cash Flow Disclosure Table (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012
Net changes in operating working capital and other components
(Increase) in accounts receivable	$ (7,387)	$ (6,707)
(Increase) in inventories	(34,090)	(46,311)
Decrease in prepaids and other assets	1,887	827
(Decrease) in accounts payable	(13,348)	(17,691)
(Decrease) in accrued expenses	(13,054)	(3,359)
(Decrease) in deferred rent and other noncurrent liabilities	(2,422)	(2,561)
Net (increase) in operating working capital and other components	(68,414)	(75,802)
Interest and income taxes paid
Interest paid	11	17
Income taxes paid	$ 11,690	$ 27,554

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Document and Entity Information	6 Months Ended
	Aug. 03, 2013	Aug. 28, 2013
Entity Information [Line Items]
Entity Registrant Name	BANK JOS A CLOTHIERS INC /DE/
Entity Central Index Key	0000920033
Current Fiscal Year End Date	--02-01
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q/A
Document Period End Date	Aug. 03, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		27,988,392

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Supplemental Cash Flow Disclosure Narrative (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012
Noncash Items
Capital expenditures incurred but not yet paid	$ 14.9	$ 7.2
Noncash Increase (Decrease) in Accrued Property Plant and Equipment	$ 6.2	$ 0.5