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
	October 30, 2004			October 29, 2005			October 30, 2004			October 29, 2005
	(As Restated, See Note 3)						(As Restated, See Note 3)
Net sales		$	82,634		$	105,639		$	244,557		$	300,802
Cost of goods sold		34,094			42,167			97,871			115,539
Gross Profit		48,540			63,472			146,686			185,263
Operating expenses:
Sales and marketing		34,616			43,269			97,544			123,643
General and administrative		8,436			11,468			27,273			31,487
Store opening costs		346			189			846			408
Total operating expenses		43,398			54,926			125,663			155,538
Operating income		5,142			8,546			21,023			29,725
Interest expense, net		449			637			1,363			1,302
Income before provision for income taxes		4,693			7,909			19,660			28,423
Provision for income taxes		1,491			3,257			7,755			11,695
Net income		$	3,202		$	4,652		$	11,905		$	16,728
Earnings per share:
Net income per share:
Basic		$	0.24		$	0.34		$	0.89		$	1.23
Diluted		$	0.22		$	0.32		$	0.84		$	1.16
Weighted average shares outstanding:
Basic		13,395			13,681			13,324			13,573
Diluted		14,285			14,460			14,231			14,394

See accompanying notes.

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

	January 29, 2005				October 29, 2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,425			$	1,532
Accounts receivable, net		4,798				8,047
Inventories:
Raw materials		8,550				8,490
Finished goods		119,143				182,142
Total inventories		127,693				190,632
Prepaid expenses and other current assets		11,892				11,534
Deferred income taxes		893				—
Total current assets		146,701				211,745
NONCURRENT ASSETS:
Property, plant and equipment, net		83,621				97,728
Other noncurrent assets		1,508				572
Total assets		$	231,830			$	310,045
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	40,133			$	37,631
Accrued expenses		37,505				43,176
Current portion of long-term debt		917				948
Deferred tax liability—current		—				6,893
Total current liabilities		78,555				88,648
NONCURRENT LIABILITIES:
Long-term debt, net of current portion		5,942				49,778
Noncurrent lease obligations		30,318				32,768
Deferred tax liability—noncurrent		1,753				1,639
Other noncurrent liabilities		938				1,112
Total liabilities		117,506				173,945
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock		124				127
Additional paid-in capital		67,594				72,639
Retained earnings		51,664				68,392
		119,382				141,158
Treasury stock		(5,058		)		(5,058		)
Total stockholders’ equity		114,324				136,100
Total liabilities and stockholders’ equity		$	231,830			$	310,045

See accompanying notes.

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 Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

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

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and therefore do not include all of the information and footnotes required by accounting principles accepted in the United States for comparable annual financial statements. Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

Inventories—The Company records inventory at the lower of cost or market (“LCM”). Cost is determined using the first-in, first-out method. The Company capitalizes into inventory certain warehousing and freight delivery costs associated with shipping its merchandise to the point of sale. The Company periodically reviews quantities of inventories on hand and compares these amounts to the expected sale of each product. The Company records a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to net realizable value.

Vendor Rebates—The Company receives credits from vendors in connection with inventory purchases. The credits are separately negotiated with each vendor. Substantially all of these credits are earned in one of two ways: a) as a fixed percentage of purchases when an invoice is paid or b) as an agreed-upon amount in the month a new store is opened. There are no contingent minimum purchase amounts, milestones or other contingencies that are required to be met to earn the credits. The credits described in a) above are recorded as a reduction to inventories in the Condensed Consolidated Balance Sheet as the inventories are purchased and the credits described in b) above are recorded as a reduction to inventories as new stores are opened. In both cases, the credits are recognized as reductions to cost of goods sold as the product is sold.

Landlord Contributions—Landlord contributions are accounted for as an increase to noncurrent lease obligations and as an increase to prepaid and other current assets until collected. When collected, the Company records cash and reduces the prepaid and other current assets account. The landlord contributions are presented in the Condensed Consolidated Statements of Cash Flows as an operating activity. The noncurrent lease obligations are amortized over the life of the lease in a manner that is consistent with the Company’s policy to straight-line rent expense over the term of the lease. The

amortization is recorded as a reduction to sales and marketing expense which is consistent with the classification of lease expense.

Stock Option Plan—To account for its fixed-plan stock options, the Company applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations including Financial Accounting Standards Board Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation,” issued in March 2000. Under this method, compensation expense is recorded on the date of grant only if the then-current market price of the underlying stock exceeds the exercise price. Historically, the Company has issued all options at the market price on the date of grant. There was no stock-based compensation expense recognized in the Condensed Consolidated Statements of Income for the three and nine month periods ended October 30, 2004 and October 29, 2005. Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” as amended by SFAS No. 148, “Accounting for Stock Based Compensation-Transition and Disclosure,” established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, 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 by SFAS No. 148. The following table illustrates the effect on net income if the fair-value-based method had been applied to all outstanding and unvested awards in each quarter and compensation expense had been recorded:

	Three Months Ended						Nine Months Ended
	October 30, 2004			October 29, 2005			October 30, 2004			October 29, 2005
	(As Restated, See Note 3)						(As Restated, See Note 3)
Net income as reported		$	3,202		$	4,652		$	11,905		$	16,728
Deduct total stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax		252			46			478			180
Pro forma net income		$	2,950		$	4,606		$	11,427		$	16,548
Pro forma basic net income per common share		$	0.22		$	0.34		$	0.86		$	1.22
Pro forma diluted net income per common share		$	0.21		$	0.32		$	0.80		$	1.15

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumption used for grants in the nine months ended October 29, 2005. For the three months ended October 29, 2005, there were no stock options granted. As of October 29, 2005, all of the Company’s outstanding stock options were vested.

	Three Months Ended				Nine Months Ended
	October 30, 2004		October 29, 2005		October 30, 2004		October 29, 2005
			(no options granted)
Risk free interest rate		2.9% - 3.2%		—		2.9% - 3.2%		3.88%
Expected volatility		49% - 50%		—		49% - 50%		34%
Expected life		3 Years		—		3 Years		3 Years
Contractual life		1 – 10 Years		—		1 – 10 Years		1 – 10 Years
Expected dividend yield		—%		—		—%		—%
Fair value of options granted		$8.81 - $10.04		—		$8.81 - $10.04		$32.86
# of options granted		29.6		—		29.6		29.1

New Accounting Pronouncements—In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (Revised 2004), Share-Based Payments (“SFAS 123(R)”). This Statement requires companies to expense the estimated fair value of stock options and similar equity instruments issued to employees. Currently, companies are required to calculate the estimated fair value of these share-based payments and can elect to either include the estimated cost in earnings or disclose the pro forma effect in the notes to their financial statements. As stated above, the Company has chosen to disclose the pro forma effect in the notes to its financial statements until SFAS 123(R) becomes effective for the Company. The fair value concepts were not changed significantly in SFAS 123(R); however, in adopting this Standard, companies must choose among alternative valuation models and amortization assumptions. The valuation model and amortization assumption the Company has used continues to be available, but we have not yet completed our assessment of the alternatives. SFAS 123(R) will be effective for the Company beginning with the first quarter of the fiscal year ending February 2, 2007 (“fiscal 2006”). Transition options allow companies to choose whether to adopt prospectively, restate results to the beginning of the year, or to restate prior periods with the amounts that have been included in their footnotes. The Company has not yet determined which transition option it will select.

Reclassifications—Certain amounts in the Condensed Consolidated Financial Statements for the three and nine months ended October 30, 2004 have been reclassified in order to conform to the October 29, 2005 presentation.

3. RESTATEMENT OF FINANCIAL STATEMENTS

On February 7, 2005, in a letter to the Center for Public Company Audit Firms-American Institute of Certified Public Accountants (the “SEC Letter”), the Chief Accountant of the Securities and Exchange Commission (the “SEC”) expressed the views of the SEC staff concerning certain operating lease accounting issues and their application under generally accepted accounting principles (“GAAP”). Specifically, the SEC Letter addressed the appropriate accounting for: (1) the amortization of leasehold improvements by a lessee in an operating lease with lease renewals, (2) the pattern of recognition of rent when the lease term in an operating lease contains a period where there are free or reduced rents (commonly referred to as “rent holidays”), and (3) incentives related to leasehold improvements provided by a landlord/lessor to a tenant/lessee in an operating lease. Like many other companies in the retail industry, the Company re-evaluated its lease accounting practices in light of the SEC Letter.

Amortization of Leasehold Improvements—In order to comply with GAAP regarding amortization of leasehold improvements discussed in the SEC Letter, the Company revised the straight-line rent schedules for thirteen of its stores to achieve consistency with the corresponding leasehold amortization schedules.

Rent Holidays—In the SEC Letter, the SEC staff reiterated that GAAP requires rent holidays in an operating lease to be recognized by the lessee on a straight-line basis over the lease term (including any rent holiday period). In periods prior to fiscal 2005, the Company generally recognized the straight-line expense for a lease beginning on the date the store opened, which was generally the date the lease term commenced in accordance with the lease. The period during which the store was being constructed was excluded from the straight-line rent schedule because the construction period was not considered to be part of the lease term in accordance with the lease. Based on our re-evaluation, the Company concluded that the construction period should be included in the straight-line rent schedule.

As a result of the correction to its rent schedules, the Company restated the Condensed Consolidated Financial Statements for periods prior to fiscal 2005, including the three and nine months ended October 30, 2004. The foregoing corrections are inclusive of the immaterial changes resulting from the modification of the rent schedules to achieve consistency with the corresponding leasehold amortization schedules, as set forth above.

Landlord Contributions—Leasehold improvement incentives provided by a landlord to the Company were previously recorded by the Company as a reduction of the property, plant and equipment account on its balance sheet and amortized as a reduction to depreciation expense in its income statement. However, GAAP requires that such incentives be recorded as deferred rent and amortized as reductions to lease expense. As a result, the Company’s property, plant and equipment asset account and deferred rent liability account for the periods prior to fiscal 2005 were increased which resulted in increases to cash flows provided by operating activities and cash flows used for investing activities in equal amounts. Accordingly, the Company restated the Condensed Consolidated Financial Statements for such prior periods, including the three and nine months ended October 30, 2004. These landlord contributions are amortized over the life of the lease as a reduction to rent expense.

The impact of the restatement on the Condensed Consolidated Balance Sheet as of October 30, 2004 was an increase in the total property, plant and equipment account of $20,329 and an increase in the deferred rent liability account of $22,659. The restatement also had a cumulative decrease on retained earnings of $1,421 and an increase to deferred income taxes of $909 as of October 30, 2004. The restatement did not have any impact on our previously reported sales or comparable store sales or on our compliance with any financial covenant under our line of credit facility or other debt instruments. For the three and nine months ended October 30, 2004, the impact of the restatement was a decrease in reported net income of $212 and $373, respectively, and a decrease in reported diluted earnings per share of $0.02 for each period.

The following is a summary of the significant effects of the restatement on the Company’s Condensed Consolidated Statements of Income, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows for the three and nine months ended October 30, 2004.

Condensed Consolidated Statements of Income

	Three Months Ended October 30, 2004										Nine Months Ended October 30, 2004
	As Reported Previously			Adjustments				As Restated			As Reported Previously			Adjustments				As Restated
NET SALES		$	82,634		$	—			$	82,634		$	244,557		$	—			$	244,557
Cost of goods sold		34,094			—				34,094			97,871			—				97,871
GROSS PROFIT		48,540			—				48,540			146,686			—				146,686
OPERATING EXPENSES:
Sales and marketing		34,266			350				34,616			96,928			616				97,544
General and administrative		8,436			—				8,436			27,273			—				27,273
Store opening costs		346			—				346			846			—				846
Total operating expenses		43,048			350				43,398			125,047			616				125,663
OPERATING INCOME		5,492			(350		)		5,142			21,639			(616		)		21,023
Interest expense, net		449			—				449			1,363			—				1,363
Income before provision for income taxes		5,043			(350		)		4,693			20,276			(616		)		19,660
Provision for income taxes		1,629			(138		)		1,491			7,998			(243		)		7,755
NET INCOME		$	3,414		$	(212	)		$	3,202		$	12,278		$	(373	)		$	11,905
EARNINGS PER SHARE
Net Income per share:
Basic		$	0.25		$	(0.01	)		$	0.24		$	0.92		$	(0.03	)		$	0.89
Diluted		$	0.24		$	(0.02	)		$	0.22		$	0.86		$	(0.02	)		$	0.84
Weighted average shares outstanding
Basic		13,395			—				13,395			13,324			—				13,324
Diluted		14,285			—				14,285			14,231			—				14,231

Condensed Consolidated Balance Sheet

	October 30, 2004
	As Reported Previously				Adjustments				As Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	1,252			$	—			$	1,252
Accounts receivable, net		6,059				—				6,059
Inventories:
Raw materials		7,727				—				7,727
Finished goods		123,764				—				123,764
Total inventories		131,491				—				131,491
Prepaid expenses and other current assets		15,837				—				15,837
Deferred income taxes		—				—				—
Total current assets		154,639				—				154,639
NONCURRENT ASSETS:
Property, plant and equipment, net		56,027				20,329				76,356
Other noncurrent assets		1,043				—				1,043
Deferred income taxes		1,791				909				2,700
Total assets		$	213,500			$	21,238			$	234,738
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	29,687			$	—			$	29,687
Accrued expenses and other		32,447				—				32,447
Current portion of long-term debt		912				—				912
Deferred tax liability—current		2,332				—				2,332
Total current liabilities		65,378				—				65,378
NONCURRENT LIABILITIES:
Long-term debt, net of current portion		39,773				—				39,773
Noncurrent lease obligations		5,996				22,659				28,655
Deferred tax liability—noncurrent		—				—				—
Total liabilities		111,147				22,659				133,806
STOCKHOLDERS’ EQUITY:
Common stock		124				—				124
Additional paid-in capital		66,778				—				66,778
Retained earnings		40,509				(1,421		)		39,088
Treasury stock		(5,058		)		—				(5,058		)
Total stockholders’ equity		102,353				(1,421		)		100,932
Total liabilities and stockholders’ equity		$	213,500			$	21,238			$	234,738

Condensed Consolidated Statement of Cash Flows

	Nine Months Ended October 30, 2004
	As Reported Previously				Adjustments				As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	12,278			$	(373	)	$	11,905
Adjustments to reconcile net income to net cash used in operating activities:
Deferred income taxes		921				(243		)	678
Depreciation and amortization		5,867				1,630			7,497
Net (increase) decrease in operating working capital		(19,988		)		7,820			(12,168		)
Net cash provided by (used in) operating activities		(922		)		8,834			7,912
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital expenditures		(12,947		)		(8,834		)	(21,781		)
Proceeds from disposal of assets		851				—			851
Net cash used in investing activities		(12,096		)		(8,834		)	(20,930		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving loan agreement		75,377				—			75,377
Repayment of borrowings under revolving loan agreement		(62,374		)		—			(62,374		)
Repayment of other long-term debt		(2,181		)		—			(2,181		)
Net proceeds from issuance of common stock		2,573				—			2,573
Net cash provided by financing activities		13,395				—			13,395
Net increase in cash and cash equivalents		377				—			377
CASH AND CASH EQUIVALENTS, beginning of period		875				—			875
CASH AND CASH EQUIVALENTS, end of period		$	1,252			$	—		$	1,252

4. SUPPLEMENTAL CASH FLOW DISCLOSURE

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

	Nine Months Ended
	October 30, 2004				October 29, 2005
	(As Restated, See Note 3)
Increase in accounts receivable		$	(1,858	)		$	(3,249	)
Increase in inventories		(10,703		)		(62,939		)
(Increase) decrease in prepaids and other assets		(5,322		)		1,294
Increase (decrease) in accounts payable		939				(2,502		)
Increase (decrease) in accrued expenses and other liabilities		(3,044		)		310
Increase in noncurrent lease liabilities		7,820				2,450
Net increase in operating working capital and other		$	(12,168	)		$	(64,636	)

Interest and Income Taxes Paid:

	Nine Months Ended
	October 30, 2004			October 29, 2005
Interest and income taxes paid were as follows:
Interest paid		$	1,440		$	1,012
Income taxes paid		$	12,896		$	4,609

5. EARNINGS PER SHARE

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

Three Months Ended

Nine Months Ended

October 30, 2004

October 29, 2005

October 30, 2004

October 29, 2005

Weighted average shares outstanding for basic

13,395

13,681

13,324

13,573

Dilutive effect of stock options

890

779

907

821

Weighted average shares outstanding for diluted

14,285

14,460

14,231

14,394

The Company uses the treasury method for calculating the dilutive effect of stock options. There were no anti-dilutive options as of October 30, 2004 and October 29, 2005.

6. SEGMENT REPORTING

The Company has two reportable segments: stores and direct marketing. The stores segment includes all Company owned stores excluding factory stores. The direct marketing segment includes all sales through catalog and Internet. Each segment offers a similar mix of men’s clothing to the retail customer. In addition, the stores segment provides complete alterations, while the direct marketing segment only provides certain alterations.

The accounting policies of the segments are the same as those described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005. 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 the stores segment, 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 and/or office and/or visits our web page via the Internet and places an order by phone, mail, fax or online. The merchandise is then shipped to the customer.

Segment data is presented in the following table:

Three months ended October 29, 2005

Stores

Direct Marketing

Other

Total

Net sales(a)

92,836

9,662

3,141

105,639

Depreciation and amortization

2,590

568

3,175

Operating income (loss)(b)

17,164

3,221

(11,839

)

8,546

Capital expenditures(d)

5,730

442

6,176

Three months ended October 30, 2004 (as restated)

	Stores		Direct Marketing			Other			Total
Net sales(a)	$	72,011		$	7,883	$	2,740		$	82,634
Depreciation and amortization	2,271			17		305			2,593
Operating income (loss)(b)	11,841			2,216		(8,915		)	5,142
Capital expenditures(d)	11,553			5		819			12,377

Nine Months ended October 29, 2005

Stores

Direct Marketing

Other

Total

Net sales(a)

263,644

28,838

8,320

300,802

Depreciation and amortization

7,822

1,586

9,460

Operating income (loss)(b)

53,122

10,013

(33,410

)

29,725

Identifiable assets(c)

253,046

37,899

19,100

310,045

Capital expenditures(d)

16,488

1,555

18,056

Nine Months ended October 30, 2004 (as restated)

	Stores		Direct Marketing			Other			Total
Net sales(a)	$	214,009		$	23,241	$	7,307		$	244,557
Depreciation and amortization	6,255			51		1,191			7,497
Operating income (loss)(b)	41,653			7,215		(27,845		)	21,023
Identifiable assets(c)	196,803			24,686		13,249			234,738
Capital expenditures(d)	20,613			18		1,150			21,781

(a) Direct Marketing net sales represent catalog and Internet sales including catalog orders placed in stores. Net sales from operating segments below the quantitative thresholds for determining reportable segments are attributable primarily to factory stores, franchise stores and regional tailor shops. None of these operating segments have ever met any of the quantitative thresholds for determining reportable segments and are included in “Other.”

(b) Operating income for each of the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution center (which are included in the “Other” segment), interest and income taxes. Total Operating income represents profit before interest and income taxes.

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

(d) Capital expenditures include cash paid for property, plant and equipment for the reportable segment.

7. COMMON STOCK DIVIDENDS

On January 13, 2004, the Company’s Board of Directors declared a 50% common stock dividend payable on February 18, 2004 to stockholders of record as of January 30, 2004. On June 8, 2004, the Company’s Board of Directors declared a 25% common stock dividend payable on August 18, 2004 to stockholders of record as of July 30, 2004. Unless otherwise indicated, all historical weighted average share and per share amounts and all references to the number of common shares elsewhere in the consolidated financial statements, and notes thereto, have been restated to reflect the two stock dividends.

8. COMMITMENTS AND CONTINGENCIES

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

The bank that provides credit card services to the Company has informed the Company of claims arising from the allegedly improper storage of credit card data. The Company estimates the potential liability arising from such claims to be approximately $285 and accrued this amount in the second quarter of fiscal 2005 in accordance with SFAS No. 5. The Company does not anticipate that any further claims in this matter would have a material adverse effect on the business, net assets or financial position of the Company.

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

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this Form 10-Q and with the Company’s audited financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended January 29, 2005.

The financial information for fiscal 2004 included in this Item 2 has been restated to reflect the correction of the Company’s historic practices of accounting for lease transactions as discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005 and Note 3 to this Form 10-Q.

Overview—For the third quarter of the Company’s fiscal year ending January 28, 2006 (“fiscal 2005”), the Company’s net income increased to $4.7 million compared with net income of $3.2 million for the third quarter of the Company’s fiscal year ended January 29, 2005 (“fiscal 2004”). The Company earned $0.32 per diluted share in the third quarter of fiscal 2005 compared with $0.22 per diluted share in the third quarter of fiscal 2004. As such, diluted earnings per share increased 45% compared with the prior year period. The increased earnings were primarily attributable to:

· 27.8% increase in the fiscal third quarter net sales, with increases in both the store and direct marketing (catalog and Internet) segments;

· Over 140 basis point increase in gross profit margins; and

· The opening of 56 new stores since the end of the third quarter of fiscal 2004.

Management believes that the Company’s chain of retail stores can grow to approximately 500 stores from the current base of over 300 stores. The Company plans to open approximately 53 to 57 stores in fiscal 2005 as part of its plan to grow the chain to the 500 store level. The Company opened 39 stores in the first three quarters of fiscal 2005 and expects to open the remaining stores in the last quarter of the year. The store growth is part of a strategic plan the Company initiated in the year ended February 3, 2001 (“fiscal 2000”). In the past five years, the Company has continued to increase the number of stores as infrastructure and performance has improved. As such, there were ten new stores opened in fiscal 2000 (including two factory stores), 21 new stores in the year ended February 2, 2002 (“fiscal 2001”), 25 new stores in the year ended February 1, 2003 (“fiscal 2002”), 50 new stores in the year ended January 31, 2004 (“fiscal 2003”) and 60 new stores in fiscal 2004.

Capital expenditures are expected to be approximately $33 million in fiscal 2005, primarily to fund the opening of 53 to 57 new stores, the renovation and/or relocation of several stores and the implementation of various systems initiatives. The capital expenditures include the cost of the construction of leasehold improvements for new stores, of which approximately $10 million is expected to be reimbursed through landlord contributions.

Common Stock Dividends. On January 13, 2004, the Company’s Board of Directors declared a 50% common stock dividend payable on February 18, 2004 to stockholders of record as of January 30, 2004. On June 8, 2004, the Company’s Board of Directors declared a 25% common stock dividend payable on August 18, 2004 to stockholders of record as of July 30, 2004. Unless otherwise indicated, all historical weighted average share and per share amounts and all references to the number of common shares elsewhere in the consolidated financial statements, and notes thereto, have been restated to reflect the two stock dividends.

Critical accounting policies and estimates—In preparing the Condensed Consolidated Financial Statements, a number of assumptions and estimates are made that, in the judgment of management, are proper in light of existing general economic and company-specific circumstances. For a detailed discussion

on the application of this and other accounting policies, see Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal 2004.

Inventory. The Company records inventory at the lower of cost or market (“LCM”). Cost is determined using the first-in, first-out method. The estimated market value is based on assumptions for future demand and related pricing. The Company reduces the carrying value of inventory to net realizable value where cost exceeds estimated selling price less costs of disposal.

Management’s sales assumptions are based on the Company’s experience that most of the Company’s inventory is sold through the Company’s primary sales channels with virtually no inventory being liquidated through bulk sales to third parties. The Company’s LCM reserve estimates for inventory that have been made in the past have been very reliable as a significant portion of its sales (approximately 67% in fiscal 2004) are classic traditional products that are on-going programs and that bear low risk of write-down. These products include items such as navy and grey suits, navy blazers, white and blue button-down shirts, etc. The portion of the products that have seasonal or fashion elements are monitored closely to ensure that aging goals are achieved to limit the need to sell significant amounts of product below cost. In addition, the Company’s strong gross profit margins enable the Company to sell substantially all of its products at levels above cost.

To calculate the estimated market value, the Company periodically performs a detailed review of all of its major inventory classes and stock-keeping units. The Company compares the on-hand units and season-to-date unit sales (including actual selling prices) to the sales trend and estimated prices required to sell the units in the future, which enables the Company to estimate the amount which may have to be sold below cost. Substantially all units sold below cost are sold in the Company’s factory stores within twenty-four months of purchase. The Company’s costs in excess of selling price, plus the cost of disposal in its factory stores, were $0.6 million for the first nine months of fiscal 2005 and $1.1 million in each of fiscal 2003 and 2004. The inventory component of these costs is recorded in cost of goods sold, whereas the related costs of disposal are recorded as selling and marketing expenses. If the inventory required to be sold through the factory stores or liquidated through other means varies from the estimate, the Company’s LCM reserve could change.

Asset Valuation. Long-lived assets, such as property, plant and equipment subject to depreciation, are periodically reviewed for impairment to determine whether events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The asset valuation estimate is principally dependent on the Company’s ability to generate profits at both the Company and store levels. These levels are principally driven by the sales and gross profit trends that are closely monitored by the Company. There were no asset valuation charges recorded for the three and nine month periods ended October 30, 2004 and October 29, 2005.

Lease Accounting. The Company uses a consistent lease period (generally, the initial non-cancelable lease term plus renewal options periods provided for in the lease that can be reasonably assured) when calculating depreciation of leasehold improvements and in determining straight-line rent expense and classification of its leases as either an operating lease or a capital lease. The lease term and straight-line rent expense (inclusive of the construction period) commence on the date when the Company takes possession and has the right to control use of the leased premises. Funds received from the lessor intended to reimburse the Company for the costs of leasehold improvements are recorded as deferred credits resulting from a lease incentive and amortized over the lease term as a reduction to rent expense.

While the Company has taken reasonable care in preparing these estimates and making these judgments, actual results could differ from the estimates. Although no assurances can be given, 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.

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

Nine Months Ended

October 30, 2004

October 29, 2005

October 30, 2004

October 29, 2005

(As Restated)

Net sales

100.0

100.0

100.0

100.0

Cost of goods sold

41.3

39.9

40.0

38.4

Gross profit

58.7

60.1

60.0

61.6

Sales and marketing expenses

41.9

41.0

39.9

41.1

General and administrative expenses

10.2

10.9

11.2

10.5

Store opening costs

0.4

0.2

0.3

0.1

Operating income

6.2

8.1

8.6

9.9

Interest expense, net

0.5

0.6

0.6

0.4

Income before provision for income taxes

5.7

7.5

8.0

9.4

Provision for income taxes

1.8

3.1

3.2

3.9

Net income

3.9

4.4

4.9

5.6

Net Sales—Net sales increased 27.8% to $105.6 million in the third quarter of fiscal 2005 compared with $82.6 million in the third quarter of fiscal 2004. Net sales for the first nine months of fiscal 2005 increased 23.0% to $300.8 million, compared with $244.6 million in the first nine months of fiscal 2004. The sales increase was primarily related to increases in store sales (including new stores as shown below) and in direct marketing sales. Comparable store sales increased 14.1% and 7.7% in the third quarter and first nine months of fiscal 2005, respectively, as compared to the same respective periods of fiscal 2004. During the third quarter and first nine months of fiscal 2005, sportswear led all major product categories in comparable store sales increases as compared to the same periods in fiscal 2004. In addition, all other major product categories generated comparable store sales increases over the same periods in fiscal 2004.

In comparable stores, traffic (as measured by transactions) and items per transaction increased in the third quarter of fiscal 2005, while average dollars per transaction increased slightly as compared with the same prior year period. These trends were driven primarily by aggressive promotional activity that was set in place for September 2005 to offset the potential negative impact of hurricanes that affected the country during that month. As of the start of fiscal 2005, comparable store sales include merchandise sales generated in all stores that have been open for at least thirteen full months.

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

	Three Months Ended								Nine Months Ended
	October 30, 2004				October 29, 2005				October 30, 2004						October 29, 2005
			Square				Square					Square						Square
	Stores		Feet*		Stores		Feet*		Stores			Feet*			Stores			Feet*
Stores open at the beginning of the period		229		1,139		282		1,364		210			1,062			269			1,318
Stores opened		23		98		25		96		43			180			39			150
Stores closed		—		—		—		—		(1	)		(5	)		(1	)		(8	)
Stores open at the end of the period		252		1,237		307		1,460		252			1,237			307			1,460

* Squarefeet is gross square feet presented in thousands and excludes franchise stores

Gross Profit—Gross profit (net sales less cost of goods sold) represented 60.1% of net sales in the third quarter of fiscal 2005 compared with 58.7% of net sales in the third quarter of fiscal 2004. For the first nine months of fiscal 2005, gross profit represented 61.6% of net sales compared with 60.0% for the same period of fiscal 2004. The increased gross profit percentage is primarily due to the continued improvement in sourcing of merchandise, thus reducing the cost of items purchased, and increases in retail prices. Gross profit margins increased in substantially all major product categories.

Sales and Marketing Expenses—Sales and marketing expenses consist primarily of a) full-line store, factory store and direct marketing, occupancy, payroll, selling and other variable costs and b) total Company advertising, display and marketing expenses. These expenses increased by $8.7 million and $26.1 million in the third quarter and first nine months of fiscal 2005, respectively, as compared to the same respective periods of fiscal 2004. The increase in sales and marketing expenses relates in part to higher aggregate expenditures relating to the 60 new stores opened in fiscal 2004, which together with the expenditures relating to the 38 (net) stores opened throughout the first nine months of fiscal 2005, was $6.4 million and $18.7 million higher in the third quarter and nine months ended October 29, 2005, respectively. Sales and marketing expenses for stores that were open prior to fiscal 2004 were higher by $1.9 million and $5.7 million in the third quarter and nine months ended October 29, 2005, respectively, than in the same periods in fiscal 2004, primarily as a result of higher sales commissions on higher sales and increased occupancy and advertising costs. In addition, direct marketing sales and marketing expenses increased $0.4 million and $1.6 million, respectively, in the three and nine months ended October 29, 2005, as compared to the same respective periods of fiscal 2004. These expense increases related to direct marketing resulted primarily from increased Internet sales commissions and other variable costs related to higher sales and higher catalog circulation.

The Company expects sales and marketing expenses to increase in the fourth quarter of fiscal 2005 as compared with the same period of fiscal 2004, primarily as a result of a) opening approximately 53 to 57 new stores in fiscal year 2005, b) higher aggregate expenditures relating to the 60 new stores opened in fiscal 2004, and c) an increase in planned advertising expenditures.

General and Administrative Expenses—General and administrative expenses (“G&A”), which consist primarily of corporate payroll and overhead costs and distribution center costs, increased $3.0 million and $4.2 million in the third quarter and first nine months of fiscal 2005, respectively, as compared to the same respective periods of fiscal 2004. The increases were due to higher payroll costs, including incentive compensation, distribution center occupancy costs and other expenses related to business expansion. Continued growth in the stores and the direct marketing segments may result in further increases in G&A expenses.

Store Opening Costs—Store opening costs, which include the initial promotional advertising costs as well as other start-up costs such as travel for recruitment, training, and setup of new stores, decreased $0.1 million to $0.2 million in the third quarter of fiscal 2005 from $0.3 million for the same period of fiscal 2004. For the first nine months of fiscal 2005, store opening costs decreased $0.4 million from $0.8 million in the prior fiscal year. These reductions were the result of fewer new stores opening and planned reductions of advertising for new stores in each of the third quarter and first nine months of fiscal 2005, as compared to the same periods in fiscal 2004.

Interest Expense, net—Interest expense, net, increased $0.2 million in the third quarter of fiscal 2005 and decreased $0.1 million in the first nine months of fiscal 2005, respectively, as compared to the same respective periods of fiscal 2004. The increase in the third quarter was a result of a higher average interest rate and larger average balances outstanding under the Company’s bank credit facility than the same prior year quarter. The decrease in the first nine months of fiscal 2005 was due primarily to lower average balances outstanding under the Company’s bank credit facility, partially offset by higher interest rates. Average revolver loan borrowings increased $2.8 million to $30.5 million in the third quarter of fiscal 2005 compared with $27.7 for the same period of fiscal 2004. Average revolver loan borrowings for the first nine months of fiscal 2005 decreased $7.8 million to $19.3 million as compared with $27.1 million in the prior year period.

Income Taxes—The effective income tax rate for the nine months ended October 29, 2005 was 41.2% compared with 39.4% for the nine months ended October 30, 2004. The income tax rate for the first nine months of fiscal 2004 was lower due to a reduction of previously recorded income tax liabilities settled or otherwise resolved in the third quarter of fiscal 2004 of approximately $0.4 million. During the first quarter of 2005, the Company adopted the retail method of accounting for inventory for tax purposes, which resulted in an increase in deferred taxes of $8.3 million. The impact on the Company’s tax position was to decrease taxes currently payable and increase deferred tax liabilities.

Liquidity and Capital Resources—The Company funds its operations and meets its capital expenditure requirements primarily through cash generated from operations and borrowings under its bank credit agreement (the “Credit Agreement”). At October 29, 2005, the Company had $1.5 million in cash and cash equivalents and net accounts receivable of $8.0 million, which represents an increase of $3.2 million from its net accounts receivable balance at January 29, 2005. Net accounts receivable primarily represents funds due from credit card companies for sales occurring near month-end and receivables from franchisees. The Company’s Credit Agreement provides for a revolving loan whose limit is determined by a formula based on the Company’s inventories and accounts receivable. The Credit Agreement allows the Company to borrow a maximum revolving amount under the facility up to $100 million. In addition, the Company has the option to increase the amount which may be borrowed to $125 million if requested prior to April 30, 2006, if needed and if supported by its borrowing base formula under the Credit Agreement. The Credit Agreement also includes a) financial covenants concerning minimum earnings before interest, taxes, depreciation and amortization (“EBITDA”), b) limitations on capital expenditures and additional indebtedness and c) a restriction on the payment of cash dividends to shareholders. EBITDA, as defined by the Credit Agreement, may not be less than $27.5 million and the bank may set a higher minimum EBITDA for future periods based on 85% of the Company’s performance projections. The financial covenants are triggered only if the Company’s availability in excess of outstanding borrowings is less than $7.5 million. The Company does not believe its availability in excess of borrowings will be less than $7.5 million during fiscal 2005. As of October 29, 2005, the Company was in compliance with all loan covenants. Interest rates under the Credit Agreement are either at the prime rate or at LIBOR plus 1.25%, which are variable rates and are the same basis as the rates that existed for the same period of fiscal 2004. The agreement also includes provisions for a seasonal over-advance.

The Company also has $5.8 million of term debt outstanding as of October 29, 2005.

The Company’s availability in excess of outstanding borrowings, as supported by the existing borrowing base under its Credit Agreement, was $55.1 million at October 29, 2005 compared with $74.6 million at January 29, 2005.

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

	Nine Months Ended
	October 30, 2004				October 29, 2005
Cash provided by (used in):
Operating activities		$	7,912			$	(27,003	)
Investing activities		(20,930		)		(18,056		)
Financing activities		13,395				45,166
Net increase in cash and cash equivalents		$	377			$	107

Cash used in the Company’s operating activities in the first nine months of fiscal 2005 increased primarily due to significantly higher purchases of inventory compared with the same period of fiscal 2004. Cash used for purchases of inventory was $62.9 million for the first nine months of fiscal 2005 compared with $10.7 million for the first nine months of fiscal 2004. Inventories have increased as a result of a) 22% increase in the number of stores and b) expansion of core items for the fall season. This cash used for the purchase of inventory was partially offset by the deferral of $7.7 million of cash tax payments resulting from the change to the retail method of accounting for inventory for tax purposes. Cash used in investing activities in the first nine months of fiscal 2005 relates primarily to capital expenditures for building out new stores. Cash provided by financing activities for the first nine months of fiscal 2005 relates primarily to a net $44.5 million borrowed under the Company’s revolving loan under the Credit Agreement and $1.3 million from the proceeds of the exercise of stock options. Also, the Company used $0.7 million of cash for the repayment of long-term debt. Proceeds from financing activities were primarily used to fund new store openings and the purchase of additional inventory.

For the 2005 fiscal year, the Company expects to make approximately $33 million of capital expenditures, primarily to fund the opening of approximately 53 to 57 new stores, the renovation and/or relocation of several stores and the implementation of various systems initiatives, of which a portion will be paid in fiscal 2006. The Company paid for approximately $18.1 million of capital expenditures in the first nine months of fiscal 2005. Management believes that the Company’s cash from operations and availability under its Credit Agreement will be sufficient to fund its planned capital expenditures and operating expenses through fiscal 2006. The capital expenditures include the cost of the construction of leasehold improvements for new stores, of which approximately $10 million is expected to be reimbursed through landlord contributions. These amounts are typically paid by the landlords after the completion of construction by the Company and the receipt of appropriate lien waivers from contractors. For the stores opened in fiscal 2004, the Company negotiated approximately $12.6 million of landlord contributions, of which approximately $11.6 million have been collected, including approximately $6.5 million which was collected in the first nine months of fiscal 2005. The remaining $1.0 million is expected to be collected in last quarter of fiscal 2005. For the stores opened in the first nine months of fiscal 2005, the Company negotiated approximately $6.8 million of landlord contributions, of which $2.7 million was received in the first nine months of fiscal 2005 and the remainder is expected to be received within the next twelve months.

Off-Balance Sheet Arrangements—The Company has no off-balance sheet arrangements other than its operating lease agreements and letters of credit outstanding under its bank credit facility as discussed below.

Disclosures about Contractual Obligations and Commercial Commitments

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

The following table reflects a summary of the Company’s contractual cash obligations and other commercial commitments for fiscal 2005, including amounts paid in the first three quarters of fiscal 2005.

	Payments Due by Fiscal Year
	(in thousands)
	2005		2006-2008		2009-2010			Beyond 2010		Total
Long-term debt	$	917	$	47,695		$	1,317	$	1,475	$	51,404
Operating leases(a)	33,479		105,863			59,597		91,635		290,574
Stand-by Letter-of-credit(b)	400		—			—		—		400
Purchase Commitment(c)	361		—			—		—		361
Scheduled Interest Payments(d)	2,015		6,931			333		134		9,413
License Agreement	150		495			330		—		975

(a) Includes various lease agreements for stores to be opened and equipment placed in service subsequent to October 29, 2005. See Note 10 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.

(b) To secure the payment of rent at one leased location included in “Operating Leases” above and is renewable each year through the end of the lease term (2009).

(c) The Company generally does not make unconditional, noncancelable purchase commitments. In fiscal 2003, the Company entered into an agreement with one raw material supplier to purchase a specified quantity of fabric into fiscal 2005.

(d) These scheduled interest payments consist of interest payments on the outstanding long-term debt. For borrowings under the Company’s revolving loan agreement, projected interest is calculated based on the outstanding principal balance as of October 29, 2005. For borrowings under the Company’s variable rate debt instruments (including the revolving loan agreement), interest is calculated based on the interest rates in effect on October 29, 2005. The principal balance of the revolver and all variable interest rates may, and probably will, vary in future periods.

Additional Information

The bank that provides credit card services to the Company has informed the Company of claims arising from the allegedly improper storage of credit card data. The Company estimates the potential liability arising from such claims to be approximately $285,000 and has accrued this amount in the second quarter of fiscal 2005 in accordance with SFAS No. 5. The Company does not anticipate that any further claims in this matter would have a material adverse effect on the business, net assets or financial position of the Company.

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 forecasted due to a variety of factors outside of the Company’s control that can affect the Company’s operating results, liquidity and financial condition. Such factors include risks associated with economic, weather, public health and other factors affecting consumer spending, 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. 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 the Company’s Annual Report on Form 10-K for the year ended January 29, 2005. 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

At October 29, 2005, 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. Controls and Procedures

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

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

Management has evaluated, with the participation of the CEO and CFO, the effectiveness of the Company’s disclosure controls and procedures as of October 29, 2005. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of October 29, 2005.

There have been no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

Delaware		36-3189198
(State incorporation)		(I.R.S. Employer Identification Number)
500 Hanover Pike, Hampstead, MD		21074-2095
(Address of Principal Executive Offices)		(Zip Code)
410-239-2700
(Registrant’s telephone number including area code)
None
(Former name or former address, if changed since last report)

Class		Outstanding as of December 1, 2005
Common Stock, $.01 par value		13,716,546

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a).
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a).
32.1		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Date: December 5, 2005		JOS. A. BANK CLOTHIERS, INC.
		(Registrant)
		/s/ DAVID E. ULLMAN
		David E. Ullman
		Chief Financial Officer
		(Principal Financial and Accounting Officer and Duly Authorized Officer)

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a).
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a).
32.1		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

				Page No.
Part I.		Financial Information
	Item 1.		Condensed Consolidated (unaudited) Financial Statements		3
	Condensed Consolidated Statements of Income—Three and Nine Months ended October 30, 2004 (as restated) and October 29, 2005				3
	Condensed Consolidated Balance Sheets—as of January 29, 2005 and October 29, 2005				4
	Condensed Consolidated Statements of Cash Flows—Nine Months ended October 30, 2004 (as restated) and October 29, 2005				5
	Notes to Condensed Consolidated Financial Statements				6
	Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
	Item 3.		Quantitative and Qualitative Disclosures about Market Risk		23
	Item 4.		Controls and Procedures		23
Part II.		Other Information			24
	Item 1.		Legal Proceedings		24
	Item 6.		Exhibits		24
Signature					24
Exhibit Index					25

Date: December 5, 2005	/s/ ROBERT N. WILDRICK
	Robert N. Wildrick
	Chief Executive Officer

December 5, 2005	/s/ ROBERT N. WILDRICK
	Robert N. Wildrick
	Chief Executive Officer