10-Q

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United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-Q

ý	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended November 1, 2003.
Or
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Numbers    0-23874

Jos. A. Bank Clothiers, Inc.

Delaware (State incorporation)	36-3189198 (I.R.S. Employer Identification Number)
500 Hanover Pike, Hampstead, MD (Address of Principal Executive Offices)	21074-2095 (Zip Code)

410-239-2700
(Registrant's telephone number including area code)

None
(Former name or former address, if
changed since last report)

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

Yes    ý        No    o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)

Yes    ý        No    o

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

Class	Outstanding as of December 5, 2003
Common Stock, $.01 par value	7,005,214

JOS. A. BANK CLOTHIERS, INC.
Index

			Page No.
Part I.		Financial Information	3
	Item 1.	Condensed Consolidated Financial Statements
		Condensed Consolidated Statements of Income—Three and Nine Months Ended November 2, 2002 and November 1, 2003	3
		Condensed Consolidated Balance Sheets—February 1, 2003 and November 1, 2003	4
		Condensed Consolidated Statements of Cash Flows—Nine Months Ended November 2, 2002 and November 1, 2003	5
		Notes To Condensed Consolidated Financial Statements	6
	Item 2.	Management's Discussion and Analysis of Results of Operations and Financial Condition	12
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
	Item 4.	Internal Controls and Procedures	18
PART II.		Other Information	21
	Item 1.	Legal Proceedings	21
	Item 6.	Exhibits and Reports on Form 8-K	21
Signature			21

2

PART I. FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements

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

		Three Months Ended				Nine Months Ended
		November 2, 2002		November 1, 2003		November 2, 2002		November 1, 2003
Net sales		$	57,866	$	72,011	$	165,494	$	198,725
Costs and expenses:
	Cost of goods sold		25,391		30,439		76,219		86,418
	General and administrative		6,583		7,946		17,872		21,865
	Sales and marketing		22,187		27,498		62,516		75,859
	Store opening costs		201		626		401		1,218
			54,362		66,509		157,008		185,360
Operating income			3,504		5,502		8,486		13,365
Interest expense, net			290		466		835		1,151
Income before provision for income taxes			3,214		5,036		7,651		12,214
Provision for income taxes			1,350		2,173		3,114		5,191
	Net income	$	1,864	$	2,863	$	4,537	$	7,023
Earnings per share:
Net income:
	Basic	$	0.30	$	0.43	$	0.74	$	1.10
	Diluted	$	0.26	$	0.38	$	0.65	$	0.95
Weighted average shares outstanding:
	Basic		6,188		6,702		6,134		6,376
	Diluted		7,122		7,510		7,007		7,370

See accompanying notes

3

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In Thousands)

				February 1, 2003			November 1, 2003
				(Audited)			(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	8,389		$	582
	Accounts receivable, net				2,830			6,374
	Inventories:
		Raw materials			8,945			11,926
		Finished goods			69,311			117,652
			Total inventories		78,256			129,578
	Prepaid expenses and other current assets				7,071			8,825
			Total current assets		96,546			145,359
NONCURRENT ASSETS:
	Property, plant and equipment at cost				74,196			85,925
	Accumulated depreciation and amortization				(37,623	)		(41,780	)
		Net property, plant and equipment			36,573			44,145
	Other noncurrent assets, net				874			821
			Total assets	$	133,993		$	190,325
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable			$	29,373		$	35,319
	Accrued expenses				24,569			25,652
	Current portion of long-term debt				1,195			1,255
			Total current liabilities		55,137			62,226
NONCURRENT LIABILITIES:
	Long-term debt, net of current portion				9,324			48,138
	Deferred rent and other noncurrent liabilities				3,884			3,387
			Total liabilities		68,345			113,751
STOCKHOLDERS' EQUITY:
	Common stock				73			81
	Additional paid-in capital				59,005			62,900
	Retained earnings				11,628			18,651
					70,706			81,632
	Treasury stock				(5,058	)		(5,058	)
			Total stockholders' equity		65,648			76,574
			Total liabilities and stockholders' equity	$	133,993		$	190,325

See accompanying notes

4

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

			Nine Months Ended
			November 2, 2002			November 1, 2003
Cash flows from operating activities:
	Net income		$	4,537		$	7,023
	Adjustments to reconcile net income to net cash provided by (used in) operating activities:
		Depreciation and amortization		4,144			5,142
		Other		—			247
		Net decrease (increase) in operating working capital		(4,600	)		(50,035	)
		Net cash provided by (used in) operating activities		4,081			(37,623	)
Cash flows from investing activities:
	Additions to property, plant and equipment, net			(7,065	)		(12,714	)
		Net cash used in investing activities		(7,065	)		(12,714	)
Cash flows from financing activities:
	Borrowings under long-term Credit Agreement			37,204			71,463
	Repayments under long-term Credit Agreement			(40,569	)		(31,705	)
	Borrowing of other long-term debt			4,675			—
	Repayment of other long-term debt			(700	)		(884	)
	Net proceeds from issuance of common stock			2,453			3,656
		Net cash provided by financing activities		3,063			42,530
Net increase (decrease) in cash and cash equivalents				79			(7,807	)
Cash and cash equivalents—beginning of period				827			8,389
Cash and cash equivalents—end of period			$	906		$	582

See accompanying notes

5

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

1.     BASIS OF PRESENTATION

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

        The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year 2003. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. These adjustments are of a normal recurring nature.

        Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company's February 1, 2003 Annual Report on Form 10-K.

2.     SIGNIFICANT ACCOUNTING POLICIES

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

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

Supplemental Cash Flow Information—Interest and income taxes paid were as follows:

	Nine Months Ended
	November 1, 2002		November 2, 2003
Interest paid	$	863	$	1,025
Income taxes paid	$	2,421	$	5,420

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Stock Option Plan—The Company applies the intrinsic-value-based method of accounting for stock issued to employees and directors to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying common stock exceeds the exercise price. There was no stock-based compensation expense recognized in the statements of income for the periods ended November 2, 2002. The Company recognized $132 and $247 for the three and nine months ended November 1, 2003 related to variable plan stock options. The Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS No. 123, as amended. The following table illustrates the effect on net income if the fair-value-based method had been applied to all awards in the three month and nine month periods ended November 2, 2002 and November 1, 2003:

	Three Months Ended				Nine Months Ended
	November 2, 2002		November 1, 2003		November 2, 2002		November 1, 2003
Net income as reported	$	1,864	$	2,863	$	4,537	$	7,023
Deduct total stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax (1)		85		1,237		2,244		2,157
Pro forma net income	$	1,779	$	1,626	$	2,293	$	4,866
Pro forma basic net income per common share	$	0.29	$	0.24	$	0.37	$	0.76
Pro forma diluted net income per common share	$	0.25	$	0.22	$	0.33	$	0.66

(1)

Amounts for 2003 are net of compensation expense recognized for variable plan stock options.

7

        The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumption used for grants in:

	Three Months Ended		Nine Months Ended
	November 2, 2002	November 1, 2003	November 2, 2002	November 1, 2003
Risk free interest rate	2.3% - 3.9%	3.5%	2.3% - 4.7%	3.3% - 3.9%
Expected volatility	69% - 81%	54%	69% - 81%	54%
Expected life	2.5 - 7 Years	3 Years	2.5 - 7 Years	1 - 7 Years
Contractual life	3 - 10 Years	1 - 10 Years	3 - 10 Years	1 - 10 Years
Expected dividend yield	—%	—%	—%	—%
Fair value of options granted	$10.76 - $11.88	$17.77	$5.05 - $11.88	$10.23 - $20.03
# of Options granted	13	100	293	306

Reclassifications—Certain reclassifications have been made to the November 2, 2002 financial statements in order to conform with the November 1, 2003 presentation.

3.     WORKING CAPITAL

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

	Nine Months Ended
	November 2, 2002			November 1, 2003
(Increase) in accounts receivable, net	$	(2,507	)	$	(3,544	)
(Increase) in inventories		(12,524	)		(51,322	)
(Increase) in prepaids and other assets		(604	)		(1,701	)
Increase in accounts payable		10,484			5,946
Decrease in accrued expenses and other liabilities		551			586
Net (increase) in operating working capital	$	(4,600	)	$	(50,035	)

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4.     EARNINGS PER SHARE

        Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding for the periods. Diluted net income per share is calculated by dividing net income by the diluted weighted average common shares, which reflects the potential dilution of stock options. The weighted average shares used to calculate basic and diluted earnings per share are as follows:

	Three Months Ended		Nine Months Ended
	November 2, 2002	November 1, 2003	November 2, 2002	November 1, 2003
Weighted average shares outstanding for basic	6,188	6,702	6,134	6,376
Dilutive effect of stock options	934	808	873	994
Weighted average shares outstanding for diluted	7,122	7,510	7,007	7,370

        The Company uses the treasury method for calculating the dilutive effect of stock options. The effects on weighted average shares outstanding of options to purchase common stock of the Company that were not included in the computation of diluted net income per share for the third quarters ended November 1, 2003 was 100 because the options were anti-dilutive.

5.     SEGMENT REPORTING

        The Company has two reportable segments: stores and direct marketing. While each segment offers a similar mix of men's clothing to the retail customer, the stores also provide alterations for all products.

        The accounting policies of the segments are the same as those described in the Company's February 1, 2003 Annual Report on Form 10-K. The Company evaluates performance of the segments based on "four wall" contribution, which excludes any allocation of "management company" costs, distribution center costs (except order fulfillment costs which are allocated to direct marketing), interest and income taxes.

        The Company's segments are strategic business units that offer similar products to the retail customer by two distinctively different methods. In stores the typical customer travels to the store and purchases men's clothing and/or alterations and takes their purchases with them. The direct marketing customer receives a catalog in his or her home, office and/or visits the Company's internet website and either calls, mails, faxes or places an order on-line. The merchandise is then shipped to the customer. Segment data is presented in the following table:

9

Three months ended November 1, 2002

	Stores		Direct Marketing		Other			Total
Net sales (a)	$	49,550	$	5,915	$	2,401		$	57,866
Depreciation and amortization		1,065		15		390			1,470
Operating income (b)		9,713		1,223		(7,432	)		3,504
Capital expenditures (d)		2,111		3		278			2,392

Three months ended November 1, 2003

	Stores		Direct Marketing		Other			Total
Net sales (a)	$	61,549	$	7,431	$	3,031		$	72,011
Depreciation and amortization		1,290		17		352			1,659
Operating income (b)		12,598		1,758		(8,854	)		5,502
Capital expenditures (d)		3,148		0		351			3,499

Nine Months ended November 2, 2002

	Stores		Direct Marketing		Other			Total
Net sales (a)	$	140,229	$	18,636	$	6,629		$	165,494
Depreciation and amortization		2,999		46		1,099			4,144
Operating income (b)		24,338		4,403		(20,255	)		8,486
Identifiable assets (c)		81,781		13,646		31,665			127,092
Capital expenditures (d)		4,597		11		2,457			7,065

Nine Months ended November 1, 2003

	Stores		Direct Marketing		Other			Total
Net sales (a)	$	169,368	$	21,899	$	7,458		$	198,725
Depreciation and amortization		3,538		48		1,556			5,142
Operating income (b)		32,237		5,784		(24,656	)		13,365
Identifiable assets (c)		93,828		25,593		70,904			190,325
Capital expenditures (d)		10,494		6		2,214			12,714

(a)

Direct marketing net sales represent catalog and internet sales including catalog orders placed in new stores. Net sales from segments below the quantitative thresholds are attributable primarily to three operating segments of the Company. Those segments are factory, franchise stores and regional tailor shops. None of these segments have ever met any of the quantitative thresholds for determining reportable segments and are included in "Other".

(b)

Operating income for Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution center (which are included in the "Other" segment), interest and income taxes. Total Operating Income, per the accompanying Condensed Consolidated Statements of Income, represents profit before interest and income taxes.

(c)

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

(d)

Capital expenditures include purchases of property, plant and equipment made for the reportable segment.

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6.     LEGAL MATTERS

        The Company has been named as a defendant in legal actions arising from its normal business activities. Although the outcome of these lawsuits or other proceedings against the Company cannot be accurately predicted, the Company does not expect that any such liability will have a material adverse effect on the business, net assets or financial position of the Company.

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

        The Company's statements concerning future operations contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those forecast due to a variety of factors outside of the Company's control that can affect the Company's operating results, liquidity and financial condition such as risks associated with economic, weather, public health and other factors affecting consumer spending, the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the market price of key raw materials such as wool and cotton, availability of lease sites for new stores, the ability to source product from its global supplier base and other competitive factors. These cautionary statements qualify all of the forward-looking statements the Company makes herein. The Company cannot assure you that the results or developments anticipated by the Company will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for the Company or affect the Company, its business or its operations in the way the Company expects. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates, and assumes no obligation to update any of the forward-looking statements. These risks should be carefully reviewed before making any investment decision.

        The following discussion should be read in conjunction with the attached condensed consolidated financial statements and notes thereto and with the Company's audited financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended February 1, 2003.

Overview—For the third quarter of the Company's fiscal year ending January 31, 2004 ("fiscal 2003"), the Company's net income increased 53.6% to approximately $2.9 million compared with net income of approximately $1.9 million for the third quarter of the Company's fiscal year ended February 1, 2003 ("fiscal 2002"). The Company earned $0.38 per diluted share in the third quarter of fiscal 2003 compared with $0.26 per diluted share in the third quarter of fiscal 2002. As such, diluted earnings per share increased 46.2% compared with the prior year period.

        The Company generated increased profits in both the stores and direct marketing segments in the third quarter of fiscal 2003 compared to the third quarter of 2002 driven by a 24.4% increase in net sales over the third quarter of fiscal 2002 and higher gross profit margins. Gross profit margin increased 160 basis points in the third quarter of fiscal 2003 to 57.7% as compared with 56.1% in the third quarter of 2002 because the Company continued to improve its sourcing of merchandise and management of retail prices and related markdowns.

        The Company opened 25 stores in the third quarter of fiscal 2003 and has opened 46 stores in the first nine months of fiscal 2003. Management believes the chain can grow to approximately 500 stores from the fiscal 2002 year-end base of 160 stores. The Company plans to open an additional 4 or 5 stores in fiscal 2003, between 50 to 75 stores in fiscal 2004 and between 75 to 100 stores each year thereafter to grow the chain to the 500 store level. However, the Company cannot make any assurances that it will open such number of stores. The store growth is part of a strategic plan the Company initiated in fiscal 2000. In the past four years, the Company has continued to increase the amount of store openings as its infrastructure and performance improved. Accordingly, the Company opened ten new stores in fiscal 2000 (including two factory stores), 21 new stores in fiscal 2001, 25 new stores in fiscal 2002 and expect to open 50 to 51 new stores in fiscal 2003 (including 46 opened through November 1, 2003).

12

Results of Operations

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

	Percentage of Net Sales Three Months Ended				Percentage of Net Sales Nine Months Ended
	November 2, 2002		November 1, 2003		November 2, 2002		November 1, 2003
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	43.9		42.3		46.1		43.5
Gross profit	56.1		57.7		53.9		56.5
General and administrative expenses	11.4		11.0		10.8		11.0
Sales and marketing expenses	38.3		38.2		37.8		38.2
Store opening costs	0.4		0.9		0.2		0.6
Operating income	6.0		7.6		5.1		6.7
Interest expense, net	0.5		0.6		0.5		0.6
Income before provision for income taxes	5.5		7.0		4.6		6.1
Provision for income taxes	2.3		3.0		1.9		2.6
Net income	3.2	%	4.0	%	2.7	%	3.5	%

Net Sales—Net sales for the third quarter of fiscal 2003 increased 24.4%, to $72.0 million, compared with $57.9 million in the third quarter of fiscal 2002. Comparable store sales increased 8.7% in the third quarter of fiscal 2003 as compared with the third quarter of fiscal 2002. Net sales for the first nine months of fiscal 2003 increased 20.1%, to $198.7 million, compared with $165.5 million in the first nine months of fiscal 2002. Comparable store sales increased 7.2% in the first nine months of fiscal 2003 as compared with the same period of fiscal 2002. The increases in net sales were driven primarily by increases in sales of suits, shirts and ties in the third quarter and first nine months of fiscal 2003, as well as increases in sportswear and furnishings in the third quarter of fiscal 2003. For the first nine months of fiscal 2003, suits represented approximately 31% of total merchandise sales. Net sales also increased as a result of the opening of new stores as follows:

13

		Three Months Ended				Nine Months Ended
		November 2, 2002		November 1, 2003		November 2, 2002		November 1, 2003
		Stores	Square Feet*	Stores	Square Feet*	Stores	Square Feet*	Stores	Square Feet*
Stores open at the beginning of the period		143	773	181	940	135	735	160	846
	Stores opened	16	69	25	105	24	107	46	199
	Stores closed	—	—	—	—	—	—	—	—
Stores open at the end of the period		159	842	206	1,045	159	842	206	1,045

*

Square feet is presented in thousands and excludes franchise stores

        Comparable store sales include merchandise sales generated in full-line and factory stores, excluding stores that had new stores opened in their immediate market area (within zero to ten miles) in the past 12 months. New stores are added to the comparable store base at the beginning of the second fiscal year after they open. As such, a new store may be excluded from comparable store sales for the first 13 to 23 months of operation. Franchise stores are not included in comparable store sales. Comparable store sales include catalog purchases made by customers while shopping in stores which are included in the comparable store base.

Gross Profit—Gross profit (net sales less cost of goods sold) as a percent of net sales increased 160 basis points in the third quarter of fiscal 2003 to 57.7% from 56.1% for the third quarter of fiscal 2002 and increased 260 basis points to 56.5% in the first nine months of fiscal 2003 from 53.9% in the comparable periods of the prior year. The increased gross profit percent is primarily due to the continued improvement in sourcing of merchandise and management of retail prices and related markdowns.

General and Administrative Expenses—General and administrative expenses, which consist primarily of corporate payroll and overhead and distribution center costs, increased $1.4 million in the third quarter of fiscal 2003 and increased $4.0 million in the first nine months of fiscal 2003 compared with the comparable periods in fiscal 2002. The increases were due primarily to higher payroll, travel-related costs and other expenses related to business expansion and higher distribution center costs.

Sales and Marketing Expenses—Sales and marketing expenses, which consist primarily of a) store, factory store and direct marketing occupancy, b) selling and other variable costs and c) total Company advertising and marketing expenses, increased $5.3 million in the third quarter of fiscal 2003 and increased $13.3 million in the first nine months of fiscal 2003 as compared with the same periods of fiscal 2002. The increase in sales and marketing expenses in the 47 stores which opened since the end of the third quarter of fiscal 2002 plus the incremental increase in expense in the 24 stores opened throughout the first nine months of fiscal 2002 were $4.5 million and $11.3 million in the third quarter and nine months ended November 1, 2003, respectively. Sales and marketing expenses in the 118 stores which were open prior to fiscal 2002 were $0.6 million and $1.8 million higher in the third quarter and

14

nine months ended November 1, 2003, respectively, than in the same periods in fiscal 2002 primarily as a result of higher sales commissions and increased occupancy costs.

Store Opening Costs—Store opening costs increased $0.4 million and $0.8 million, respectively, during the third quarter and first nine months of fiscal 2003, principally because the Company opened more new stores in these periods compared with the same periods of the prior year.

Interest Expense, net—Interest expense, net increased $0.2 million in the third quarter of fiscal 2003 compared with the same quarter of the prior year primarily due to a $23.2 million higher average outstanding debt balance in the current quarter. Interest expense, net increased $0.3 million for the first nine months of fiscal 2003 compared with the same period last year as the average outstanding debt balance increased $13.8 million and the average interest rate decreased.

Income Taxes—The Company's effective tax rate, which consists of Federal and state income taxes, was 43.1% and 42.0% in the fiscal third quarters of 2003 and 2002, respectively and 42.5% and 40.7% in the first nine months of fiscal 2003 and 2002. The increased tax rates in 2003 are primarily a result of higher state taxes due to increased tax rates and disallowance of certain deductions and higher marginal Federal income tax rates as income extends into higher tax brackets.

Liquidity and Capital Resources—The Company maintains a $75 million bank line of credit (the "Credit Agreement"), that extends until April 2006 which provides for a revolving loan whose limit is determined by a formula based on the Company's inventories and accounts receivable. The Company's availability in excess of outstanding borrowings, as supported by the existing borrowing base under the Credit Agreement, was $35.0 million at November 1, 2003 compared with $43.1 million at the same time in fiscal 2002. The decrease in availability was primarily a result of increased borrowings to support the increase in inventory levels necessitated by the Company's expansion and to build the basic inventory levels. Total bank debt outstanding under the Credit Agreement, excluding mortgages and long-term notes, was $24.0 million at November 1, 2003 compared with $6.5 million at the same time in fiscal 2002.

        The Credit Agreement includes a) financial covenants concerning (i) minimum earnings before interest, income taxes, depreciation and amortization (EBITDA) and (ii) limitations on capital expenditures and additional indebtedness and b) a restriction on the payment of dividends. The financial covenants are in effect only if the Company's availability in excess of outstanding borrowings is less than $10 million. The Company's availability in excess of outstanding borrowings, as supported by the existing borrowing base under its Credit Agreement, was $35.0 million at November 1, 2003, and thus the covenants were not in effect. The Company cannot make any assurances that these covenants will not go into effect in the future. Interest rates under the Credit Agreement are either at the prime rate or at LIBOR plus 1.5% at the Company's option. The Credit Agreement also includes provisions for a seasonal increase in the advance rate used to determine the borrowing base amount.

        The Company has outstanding several notes that are payable in monthly installments, including a mortgage in connection with its corporate offices and distribution center, and secured notes in connection with certain equipment. The aggregate amount outstanding under these notes at November 1, 2003 was $9.5 million as compared with $10.7 million as November 2, 2002.

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

		Nine Months Ended
		November 2, 2002			November 1, 2003
Cash provided by (used in):
	Operating activities	$	4,081		$	(37,623	)
	Investing activities		(7,065	)		(12,714	)
	Financing activities		3,063			42,530
Net increase (decrease) in cash and cash equivalents		$	79		$	(7,807	)

        In the first nine months of fiscal 2003, cash used in operating activities was $37.6 million due primarily to an increase in inventories of $51.3 million. This increase was partially offset by an increase in net income exclusive of depreciation and amortization. Finished goods inventories increased $48.3 million during the first nine months of fiscal 2003, primarily to support new stores. Raw material inventories (wool) increased $3.0 million in the first nine months of fiscal 2003 as a result of the Company's continuing effort to contract directly with clothing manufacturers and cut out the middleman.

        Inventories at the end of the third quarter of fiscal 2003 were $129.6 million compared with $77.2 million at the end of the third quarter of fiscal 2002. The $52.4 million increase in inventories since the end of the third quarter of fiscal 2002 was due primarily to the following:

Description	Amount (in millions)
The Company opened and stocked 47 new stores since the end of the third quarter of fiscal 2002	$	20.7
Net increase in inventories purchased for new stores to be opened after the end of the third quarter of fiscal 2003		1.7
Raw material (wool) added as part of the Company's increasing efforts to cut out the middleman (agent and brokers) in its inventory sourcing process to improve gross profit margin		7.1
Inventory purchases as part of the Company's plan to increase comparable store inventories which the Company believed were too low at the end of the third quarter of 2002; comparable store inventories were increased by approximately 8% compared with the desired levels of 2001 which the Company believes is the more appropriate operating levels — these levels are consistent with the comparable store sales increase of approximately 6% over the same time frame		10.6
Inventory purchases as part of the Company's plan to increase the safety stock of certain basic products to develop flexibility in

16

growing the chain by ensuring that inventory is readily available to support higher sales.		5.1
Assortment expansion, seasonal clearance merchandise and other		7.2
Total inventory increase (third quarter of 2003 compared with third quarter of 2002)	$	52.4

        Cash used in investing activities in the first nine months of fiscal 2003 was $12.7 million, which was $5.6 million higher than in the first nine months of fiscal 2002. The increase was due primarily to the opening of 46 new stores in the first nine months of fiscal 2003, renovating four major stores and expanding the capacity of the distribution center to handle at least 400 stores.

        In the first nine months of fiscal 2003, $42.5 million of cash was provided by financing activities primarily to support the increase in inventories necessitated by the Company's expansion and to build the basic inventory levels. The source of these funds was $39.8 million from the Company's revolving loan under the Credit Agreement and $3.7 million from proceeds of the exercise of stock options. Also, the Company used $0.9 million for the repayment of long-term debt.

        For fiscal 2003, the Company expects to spend between $16 to $17 million on capital expenditures, primarily to fund the opening of approximately 50 new stores (of which 46 have been opened as of November 1, 2003), the renovation of four stores, an expansion of the distribution center capacity and the implementation of various systems initiatives. Capital expenditures were $12.7 million for the first nine months of fiscal 2003.

        The estimated capital expenditures are net of negotiated landlord contributions to help fund the construction of leasehold improvements for new stores. These amounts are typically paid by the landlords after the completion of construction by the Company and the receipt of appropriate lien waivers and other documents from contractors. For the stores opened in fiscal 2002, the Company negotiated approximately $5.3 million of landlord contributions all of which have been collected, including $2.4 million which was collected in fiscal 2003. For the stores opened in the first nine months of 2003, the Company negotiated $8.2 million of landlord contributions of which approximately $1.8 million were collected in the first nine months of 2003.

        Management believes the Company's cash from operations and availability under its Credit Agreement will be sufficient to fund its planned capital expenditures and operating expenses for fiscal 2003. The Company expects to increase the current credit line to support growth beyond 2003.

17

Critical accounting policies and estimates—In preparing the consolidated financial statements, a number of assumptions and estimates are made that, in the judgement of management, are proper in light of existing general economic and company-specific circumstances. For a detailed discussion on the application of this and other accounting policies, see Note 1 in the Consolidated Financial Statements in the Company's February 1, 2003 Annual Report on Form 10-K.

Inventory.    The Company records inventory at the lower of cost or market. Cost is determined using the first-in, first-out method. The estimated market value is based on assumptions for future demand and related pricing. The Company reduces the carrying value of inventory to net realizable value where cost exceeds estimated selling price less costs of disposal. Management's sales assumptions are based on the Company's experience that historically most of the Company's inventory is sold through the Company's primary sales channels with virtually no inventory being liquidated through bulk sales to third parties. If actual market conditions are less favorable than those projected by management, reductions in the value of inventory may be required.

Asset Valuation.    Long-lived assets, such as property, plant, and equipment, subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The valuation of these assets is dependent on the Company's ability to continue to generate profits at both the Company and store levels.

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

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

        At November 1, 2003, the Company had no derivative financial instruments. In addition, the Company does not believe it is materially at risk for changes in market interest rates or foreign currency fluctuations. The Company's interest on borrowings under its Credit Agreement is at a variable rate based on the prime rate or a spread over the LIBOR.

Item 4.    Internal Controls and Procedures

        CEO and CFO Certifications.    Attached as exhibits to this quarterly report are the certifications of the CEO and the CFO required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the "Certifications"). This section of the quarterly report contains the information concerning the evaluation of Disclosure Controls and changes to Internal Controls over Financial Reporting referred to in the Certifications and this information should be read in conjunction with the Certifications for a more complete understanding of the topics presented.

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        Disclosure Controls.    Disclosure Controls are procedures that are designed for the purpose of ensuring that information required to be disclosed in the Company's reports filed under the Securities Exchange Act of 1934 (such as this quarterly report), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

        Internal Controls over Financial Reporting.    Internal Controls over Financial Reporting means a process designed by, or under the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and includes those policies and procedures that:

        —pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

        —provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

        —provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.

        Limitations on the Effectiveness of Controls.    The Company's management, including the CEO and CFO, does not expect that the Company's Disclosure Controls or Internal Controls over Financial Reporting will prevent all error and 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. Because of the limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Further, the design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

        Conclusions Regarding Disclosure Controls.    Based upon the required evaluation of Disclosure Controls as of November 1, 2003, the CEO and CFO have concluded that, subject to the limitations noted above, the Company's Disclosure Controls are effective to ensure that material information relating to the Company and its consolidated subsidiaries is made known to management, including the CEO and CFO.

        Changes in Internal Controls over Financial Reporting.    In accordance with the SEC's requirements, the CEO and the CFO note that, during the quarter ended November 1, 2003, there have been no significant changes in Internal Controls over Financial Reporting or in other factors that have materially affected or are reasonably likely to materially affect Internal Controls over Financial Reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

19

        There have been no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.

20

PART II. OTHER INFORMATION

        Item 1.    Legal Proceedings

        The Company has been named as a defendant in legal actions arising from its normal business activities. Although the outcome of these lawsuits or other proceedings against the Company cannot be accurately predicted, the Company does not expect that any such liability will have a material adverse effect on the business, net assets or financial position of the Company.

        Item 6.    Exhibits and Reports on Form 8-K

(a)

Exhibits

10.22	Third Amendment to Employment Agreement dated October 2, 2003 between Robert N. Wildrick and the Company.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14(a).
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14(a).
32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)

Reports on Form 8-K

Form 8-K furnished August 20, 2003, providing News Release relating to second quarter of fiscal 2003 financial results (and not incorporated herein by reference).

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

Dated: December 16, 2003	Jos. A. Bank Clothiers, Inc. (Registrant)
	/s/  DAVID E. ULLMAN David E. Ullman Executive Vice President, Chief Financial Officer

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PART I. FINANCIAL INFORMATION
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (In Thousands)
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (In Thousands) (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Amounts in Thousands Except Per Share Amounts and the Number of Stores)
PART II. OTHER INFORMATION

EX-10.22

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EXHIBIT 10.22

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

        THIS THIRD AMENDMENT (this "Amendment"), dated this 2^nd day of October, 2003, is made to that certain Employment Agreement by and between ROBERT N. WILDRICK ("Executive") and JOS. A. BANK CLOTHIERS, INC. ("Employer" or "Company"), dated as of November 1, 1999, as amended by that certain First Amendment to Employment Agreement, dated March 6, 2000 and that certain Second Amendment to Employment Agreement, dated May 25, 2001(as so amended, the "Agreement").

        WHEREAS, Executive and Employer are the sole parties to the Agreement; and

        WHEREAS, Executive and Employer have agreed to amend the Agreement,

        NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive and Employer hereby amend the Agreement and agree as follows:

        1. Section 2 of the Agreement is hereby amended by deleting from the third line thereof the date "January 29, 2005" and inserting in lieu thereof the date "January 31, 2009".

        2. Section 4.1 of the Agreement is hereby redesignated as paragraph A of Section 4.1 and the following is hereby inserted as paragraph B of Section 4.1:

        B. Subject to annual increases as set forth in Section 4.1A, as modified by the immediately following sentence, the Base Salary for the period from January 30, 2005 through January 31, 2009 shall be $1,000,000. Notwithstanding anything to the contrary contained in Section 4.1A, on the Annual Increase Date in Fiscal 2005, the Base Salary shall automatically be increased by an amount equal to the Base Salary in effect as of January 29, 2005 multiplied by the percentage increase in the consumer price index over the most recently reported 12-month period.

        3. Effective January 30, 2004, Section 4.2.A of the Agreement is hereby deleted and the following is inserted in lieu thereof:

        A. Discretionary Bonus.    Employer shall pay to Executive for the fiscal year ending January 29, 2005 and for each fiscal year thereafter that begins during the Employment Period (each such fiscal year, a "Bonus Year"), a bonus determined in accordance with the management incentive plan as established by the Compensation Committee of the Board of Directors of the Company as of the date hereof (the "Bonus Plan"). Notwithstanding anything to the contrary contained herein or in the Employer's Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and (z) Executive would have been entitled to receive a Bonus for such last full Bonus Year had the Employment Period not ended—then, Employer shall pay to Executive the Bonus for such last full Bonus Year as and when such Bonus would have been paid had the Employment Period not ended.

        4. Section 4.7 of the Agreement is hereby amended by inserting at the end thereof the following:

        Upon execution of the Third Amendment to this Employment Agreement, Employer shall grant to Executive an immediately vested option to purchase 100,000 shares of Stock at an exercise price equal to the closing price thereof on the date of grant. [Editor's Note: The closing price on the date of grant was $45.14 per share.] The agreement pursuant to which the option shall be granted shall be generally in the form ordinarily and customarily used by Employer (the "Standard Option Form").

        5. A new section 4.8 is hereby added to the Agreement as follows:

        4.8 Extension Bonus.    Employer requested that Executive forego the $900,000 in severance compensation to which Executive would otherwise be entitled pursuant to Section 6.4 hereof upon expiration of the Employment Period. Executive hereby agrees to forego such severance and in consideration thereof and of the extension of the Employment Period through January 29, 2009, Employer shall pay to Executive an extension bonus in the amount of $900,000. The parties acknowledge and agree that the extension bonus is being paid to Executive in lieu of an equal amount of severance which otherwise would have been payable to Executive had this Employment Agreement expired on January 29, 2005.

        6. Section 6.4 of the Agreement is hereby amended by deleting therefrom the phrase "an amount equal to the sum of (a) $900,000 and (b)".

        7. Section 6.5 of the Agreement is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:

        6.5 Other Termination Compensation.    In the event this Agreement shall expire or be terminated for any reason whatsoever other than by Employer for cause pursuant to Section 5.2, Employer shall provide to Executive during the remainder of his life such medical, dental, vision and medical expense reimbursement insurance as Executive was receiving from Employer at the time of such expiration or termination, provided, however, that the cost thereof shall not exceed $11,000 per year. In the event that such cost shall exceed $11,000 per year, Executive shall have the right to (a) continue receiving such insurance coverage and pay to Employer the difference between the annual cost thereof and $11,000, or (b) receive such lesser coverage as Executive shall notify Employer he elects to receive up to a maximum cost of $11,000 per year. Executive shall not, except as set forth in this Section 6 and in Section 4.6, be entitled to any compensation following termination or expiration of the Employment Period, except as may otherwise be provided in any stock options granted by Employer to Executive.

        8. Effective January 30, 2004, Section 6.7 of the Agreement is hereby amended by inserting at the end thereof the following:

        In the event (a) Company shall terminate this Agreement for cause (as defined in Section 5.2) or (b) Executive shall terminate this Agreement without good reason (as defined in Section 5.3), the Executive agrees not to compete with the Company as hereinabove set forth for the period from the date of termination through earlier to occur of (y) the third anniversary of the date of termination or (z) January 31, 2009.

        Except as specifically amended hereby, the Employment Agreement shall remain in full force and effect according to its terms. To the extent of any conflict between the terms of this Amendment and the terms of the remainder of the Employment Agreement, the terms of this Amendment shall control and prevail. Capitalized terms used but not defined herein shall have those respective meanings attributed to them in the Employment Agreement. The word "Company" as used herein and in the Agreement shall mean and refer to "Jos. A. Bank Clothiers, Inc." and is used herein and in the Agreement interchangeably with the word "Employer". This Amendment shall hereafter be deemed a part of the Employment Agreement for all purposes.

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

JOS. A. BANK CLOTHIERS, INC.

By:
David A. Preiser,
Chairman, Compensation Committee
ROBERT N. WILDRICK

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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

EX-31.1

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EXHIBIT 31.1

CERTIFICATION

I, Robert N. Wildrick, certify that:

1.

I have reviewed this 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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal controls over financial reporting; and

5.

The registrant's other certifying officer 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 registrant's board of directors:

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: December 16, 2003 By: /s/  ROBERT N. WILDRICK Robert N. Wildrick
Chief Executive Officer

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CERTIFICATION

EX-31.2

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EXHIBIT 31.2

CERTIFICATION

I, David E. Ullman, certify that:

1.

I have reviewed this 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:

c)

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;

d)

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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal controls over financial reporting; and

5.

The registrant's other certifying officer 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 registrant's board of directors:

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: December 16, 2003 By: /s/  DAVID E. ULLMAN David E. Ullman
Chief Financial Officer

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CERTIFICATION

EX-32.1

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EXHIBIT 32.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of Jos. A. Bank Clothiers, Inc. (the "Company") on Form 10-Q for the period ended November 1, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert N. Wildrick, 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 issuer.

Date: December 16, 2003 By: /s/  ROBERT N. WILDRICK Robert N. Wildrick
Chief Executive Officer

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CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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EXHIBIT 32.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the Quarterly Report of Jos. A. Bank Clothiers, Inc. (the "Company") on Form 10-Q for the period ended November 1, 2003 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 issuer.

December 16, 2003 By: /s/  DAVID E. ULLMAN David E. Ullman
Chief Financial Officer

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CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002