Bank Jos A Clothiers (JOSB) 10-Q 2011 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended July 30, 2011.

OR

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

For the transition period from to .

Commission File Number 0-23874

Jos. A. Bank Clothiers, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	36-3189198
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
500 Hanover Pike, Hampstead, MD	21074-2095
(Address of Principal Executive Offices)	(Zip Code)

410-239-2700

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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

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

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

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

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

Class	Outstanding as of August 24, 2011
Common Stock, $.01 par value	27,827,837

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

	Page No.
Part I. Financial Information
Item 1. Unaudited Condensed Consolidated Financial Statements	4
Condensed Consolidated Statements of Income — Three and Six Months ended July 31, 2010 and July 30, 2011	4
Condensed Consolidated Balance Sheets — as of January 29, 2011 and July 30, 2011	5
Condensed Consolidated Statements of Cash Flows — Six Months ended July 31, 2010 and July 30, 2011	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
Part II. Other Information	23
Item 1. Legal Proceedings	23
Item 1A. Risk Factors	23
Item 6. Exhibits	23
Signature	24
Exhibit Index	25

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Cautionary Statement

This Quarterly Report on Form 10-Q includes and incorporates by reference certain statements that may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements so long as such information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. When used in this Quarterly Report on Form 10-Q, the words “estimate,” “project,” “plan,” “will,” “anticipate,” “expect,” “intend,” “outlook,” “may,” “believe,” “assume,” and other similar expressions are intended to identify forward-looking statements and information.

Actual results may differ materially from those forecasted due to a variety of factors outside of our control that can affect our operating results, liquidity and financial condition. Such factors include risks associated with economic, weather, public health and other factors affecting consumer spending, including negative changes to consumer confidence and other recessionary pressures, higher energy and security costs, the successful implementation of our growth strategy, including our ability to finance our expansion plans, the mix and pricing of goods sold, the effectiveness and profitability of new concepts, the market price of key raw materials such as wool and cotton, seasonality, merchandise trends and changing consumer preferences, the effectiveness of our marketing programs, the availability of suitable lease sites for new stores, doing business on an international basis, the ability to source product from our global supplier base, legal matters and other competitive factors. The identified risk factors and other factors and risks that may affect our business or future financial results are detailed in our filings with the Securities and Exchange Commission, including, but not limited to, those described under “Risk Factors” in our Annual Report on Form 10-K for fiscal year 2010 and subsequent Quarterly Reports on Form 10-Q ("Form 10-Q"), including this Form 10-Q, and in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q. These risks should be carefully reviewed before making any investment decisions. These cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. We do not undertake an obligation to update or revise any forward-looking statements to reflect actual results or changes in our assumptions, estimates or projections.

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PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended						Six Months Ended
	July 31, 2010			July 30, 2011			July 31, 2010			July 30, 2011
	(In thousands, except per share information)
Net sales	$	188,412		$	230,662		$	366,537		$	423,932
Cost of goods sold	70,082			86,755			134,891			154,712
Gross profit	118,330			143,907			231,646			269,220
Operating expenses:
Sales and marketing, including occupancy costs	73,748			88,120			144,267			166,972
General and administrative	17,175			21,189			33,911			38,613
Total operating expenses	90,923			109,309			178,178			205,585
Operating income	27,407			34,598			53,468			63,635
Other income (expense):
Interest income	159			83			274			215
Interest expense	(5		)	(18		)	(95		)	(21		)
Total other income (expense)	154			65			179			194
Income before provision for income taxes	27,561			34,663			53,647			63,829
Provision for income taxes	11,082			14,109			21,360			25,465
Net income	$	16,479		$	20,554		$	32,287		$	38,364
Per share information:
Earnings per share:
Basic	$	0.60		$	0.74		$	1.17		$	1.39
Diluted	$	0.59		$	0.74		$	1.16		$	1.37
Weighted average shares outstanding:
Basic	27,527			27,749			27,527			27,686
Diluted	27,827			27,958			27,823			27,944

See accompanying notes.

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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	January 29, 2011		July 30, 2011
	(In thousands)
	(Audited)		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	80,979	$	92,691
Short-term investments	189,789		176,975
Accounts receivable, net	9,525		13,453
Inventories:
Finished goods	222,251		256,570
Raw materials	11,059		15,837
Total inventories	233,310		272,407
Prepaid expenses and other current assets	19,494		22,843
Total current assets	533,097		578,369
NONCURRENT ASSETS:
Property, plant and equipment, net	128,603		133,223
Other noncurrent assets	337		310
Total assets	$	662,037	$	711,902
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	31,505	$	45,862
Accrued expenses	88,165		80,255
Deferred tax liability — current	5,276		5,303
Total current liabilities	124,946		131,420
NONCURRENT LIABILITIES:
Deferred rent	49,279		48,895
Deferred tax liability — noncurrent	4,147		5,271
Other noncurrent liabilities	989		1,478
Total liabilities	179,361		187,064
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock	275		277
Additional paid-in capital	86,792		90,588
Retained earnings	395,531		433,895
Accumulated other comprehensive income	78		78
Total stockholders’ equity	482,676		524,838
Total liabilities and stockholders’ equity	$	662,037	$	711,902

See accompanying notes.

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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	July 31, 2010			July 30, 2011
	(In thousands)
Cash flows from operating activities:
Net income	$	32,287		$	38,364
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	11,802			12,595
Loss on disposals of property, plant and equipment	91			122
Non-cash equity compensation	234			1,369
Increase (decrease) in deferred taxes	(1,358		)	1,151
Net (increase) in operating working capital and other components	(17,988		)	(43,093		)
Net cash provided by operating activities	25,068			10,508
Cash flows from investing activities:
Capital expenditures	(12,471		)	(14,039		)
Proceeds from maturities of short-term investments	99,895			189,789
Payments to acquire short-term investments	(44,850		)	(176,975		)
Net cash provided by (used in) investing activities	42,574			(1,225		)
Cash flows from financing activities:
Income tax benefit from exercise of stock options	—			1,883
Net proceeds from exercise of stock options	—			546
Net cash provided by financing activities	—			2,429
Net increase in cash and cash equivalents	67,642			11,712
Cash and cash equivalents — beginning of period	21,853			80,979
Cash and cash equivalents — end of period	$	89,495		$	92,691

See accompanying notes.

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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

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

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

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

Fiscal year 2006	February 3, 2007
Fiscal year 2007	February 2, 2008
Fiscal year 2008	January 31, 2009
Fiscal year 2009	January 30, 2010
Fiscal year 2010	January 29, 2011
Fiscal year 2011	January 28, 2012

Each fiscal year noted above consists of 52 weeks except fiscal year 2006, which consisted of 53 weeks.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and therefore do not include all of the information and footnotes required by GAAP for comparable annual financial statements. Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for fiscal year 2010.

2. SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents - Cash and cash equivalents include bank deposit accounts, money market accounts and other highly liquid investments with original maturities of 90 days or less. At July 30, 2011, substantially all of the cash and cash equivalents were invested in U.S. Treasury bills with original maturities of 90 days or less and overnight federally-sponsored agency notes.

Short-term Investments - Short-term investments consist of investments in securities with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. At July 30, 2011, short-term investments consisted solely of U.S. Treasury bills with remaining maturities ranging from less than one month to three months. These investments are classified as held-to-maturity and their market values approximate their carrying values.

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

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

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

Tuxedo Rental Products - Revenues from tuxedo rental products are recognized on a gross basis upon delivery of rental products to customers. When a customer orders a tuxedo rental from us, an order is placed with a national distributor who delivers the product to our stores, typically within several days of intended use. The national distributor owns the product.

Equity Compensation -We account for our equity awards in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”), which requires the compensation cost resulting from all share-based awards to be recognized in the financial statements. The amount of compensation is measured based on the grant-date fair value of the awards and is recognized over the vesting period of the awards. The vesting of awards to both the officers and directors is subject to service conditions being met, currently ranging from one to three years. Additionally, the vesting of awards to officers is subject to performance conditions being met in the fiscal year that the awards are granted such as, among other things, the attainment of certain annual earnings and performance goals. For these officer awards, we estimate the probability that such goals will be attained based on results-to-date at each interim quarter-end and record compensation cost for these awards based on the awards projected to vest. Share-based compensation expense recognized for the second quarter and the first six months of fiscal year 2011 related to equity awards issued under the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (“Equity Incentive Plan”) was $0.8 million and $1.3 million, respectively, and the tax benefit recognized related to this compensation was $0.3 million and $0.5 million, respectively. Share-based compensation expense recognized for both the second quarter and the first six months of fiscal year 2010 was $0.2 million and the tax benefit recognized related to this compensation was $0.1 million.

Recently Issued Accounting Standards- In October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”). ASU 2009-13 addresses revenue recognition of multiple-element sales arrangements. It establishes a selling price hierarchy for determining the selling price of each product or service, with vendor-specific objective evidence (“VSOE”) at the highest level, third-party evidence of VSOE at the intermediate level, and a best estimate at the lowest level. It replaces “fair value” with “selling price” in revenue allocation guidance. It also significantly expands the disclosure requirements for such arrangements. ASU 2009-13 is effective prospectively for sales entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The adoption of ASU 2009-13 for fiscal year 2011 did not have a material impact on our consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement” (“ASU 2011-04”). ASU 2011-04 is intended to create consistency between GAAP and International Financial Reporting Standards (“IFRS”) on the definition of fair value and on the guidance on how to measure fair value and on what to disclose about fair value measurements. ASU 2011-04 will be effective for financial statements issued for fiscal periods beginning after December 15, 2011, with early adoption prohibited for public entities. We are currently evaluating the impact ASU 2011-04 may have on our consolidated financial statements.

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Recently Proposed Amendments to Accounting Standards -In August 2010, the FASB issued an exposure draft, “Leases” (the “Exposure Draft”), which would replace the existing guidance in ASC 840, “Leases.” Under the Exposure Draft, a lessee's rights and obligations under all leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. In July 2011, the FASB made the decision to issue a revised exposure draft which is expected to occur in the fourth quarter of 2011, with a final standard expected to be issued by mid to late 2012. If this lease guidance becomes effective on the terms currently proposed by FASB, it will likely have a significant negative impact on our consolidated financial statements. However, as the standard-setting process is still ongoing, we are unable to determine at this time the impact this proposed change in accounting may have on our consolidated financial statements.

3. SUPPLEMENTAL CASH FLOW DISCLOSURE

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

	Six Months Ended
	July 31, 2010			July 30, 2011
	(In Thousands)
(Increase) in accounts receivable	$	(2,311	)	$	(3,928	)
(Increase) in inventories	(7,724		)	(39,097		)
(Increase) in prepaids and other assets	(689		)	(3,322		)
Increase in accounts payable	13,933			14,357
(Decrease) in accrued expenses	(19,005		)	(11,208		)
Increase (decrease) in deferred rent and other noncurrent liabilities	(2,192		)	105
Net (increase) in operating working capital and other components	$	(17,988	)	$	(43,093	)

Interest and income taxes paid were as follows:

	Six Months Ended
	July 31, 2010		July 30, 2011
	(In Thousands)
Interest paid	$	92	$	21
Income taxes paid	$	37,793	$	35,471

As of July 31, 2010 and July 30, 2011, included in “Property, plant and equipment, net” and “Accrued expenses” in the Condensed Consolidated Balance Sheets are $7.0 million and $5.1 million, respectively, of accrued property, plant and equipment additions that have been incurred but not completely invoiced by vendors, and therefore, not paid by the respective period-ends. The net increases in these amounts of $6.4 million and $3.3 million for the first six months of fiscal years 2010 and 2011, respectively, are excluded from payments for capital expenditures and changes in accrued expenses in the Condensed Consolidated Statements of Cash Flows as these changes are non-cash items.

4. EARNINGS PER SHARE

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

	Three Months Ended		Six Months Ended
	July 31, 2010	July 30, 2011	July 31, 2010	July 30, 2011
	(In thousands)
Weighted average shares outstanding for basic EPS	27,527	27,749	27,527	27,686
Dilutive effect of common stock equivalents	300	209	296	258
Weighted average shares outstanding for diluted EPS	27,827	27,958	27,823	27,944

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We use the treasury method for calculating the dilutive effect of common stock equivalents. For the second quarter and the first six months ended July 30, 2011, there were no anti-dilutive common stock equivalents. For the second quarter and the first six months ended July 31, 2010, there were 63,600 restricted stock units that were anti-dilutive, which were excluded from the calculation of diluted shares.

On June 17, 2010, our Board of Directors declared a stock split in the form of a 50% stock dividend which was distributed on August 18, 2010 to stockholders of record as of July 30, 2010. All share and per share amounts of common shares included in this Quarterly Report on Form 10-Q have been adjusted to reflect this stock dividend.

5. INCOME TAXES

Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”), formerly SFAS No. 109, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Income in the period that includes the enactment date.

We account for uncertainties in income taxes pursuant to ASC 740, formerly FASB Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in financial statements. We recognize tax liabilities for uncertain income tax positions (“unrecognized tax benefits”) pursuant to ASC 740 where an evaluation has indicated that it is more likely than not that the tax positions will not be sustained in an audit. We estimate the unrecognized tax benefits as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We re-evaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. The re-evaluations are based on many factors, including, but not limited to, changes in facts or circumstances, changes in tax law, settled issues as a result of audits, expirations due to statutes of limitations, and new federal or state audit activity. We also recognize accrued interest and penalties related to these unrecognized tax benefits. Changes in these accrued items are included in the provision for income taxes in the Condensed Consolidated Statements of Income.

The effective income tax rate for the second quarter of fiscal year 2011 was 40.7% as compared with 40.2% for the second quarter of fiscal year 2010. For the first six months of fiscal year 2011, the effective tax rate was 39.9% as compared with 39.8% for the same period in fiscal year 2010. The rate increases for the second quarter and the first six months of fiscal year 2011 were primarily driven by an increase in the liability for unrecognized tax benefits, partially offset by lower state income taxes.

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

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

6. SEGMENT REPORTING

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

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

Our segments are strategic business units that offer similar products to the retail customer by two distinctively different methods. In the Stores segment, a typical customer travels to the store and purchases our merchandise 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 Internet web sites 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 tables:

Three months ended July 30, 2011

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	204,810	$	19,979	$	5,873		$	230,662
Depreciation and amortization	5,271		172		906			6,349
Operating income (loss) (b)	48,918		6,731		(21,051		)	34,598
Capital expenditures (c)	5,389		80		2,978			8,447

Three months ended July 31, 2010

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	169,784	$	15,638	$	2,990		$	188,412
Depreciation and amortization	5,075		113		758			5,946
Operating income (loss) (b)	40,230		6,160		(18,983		)	27,407
Capital expenditures (c)	4,936		872		2,685			8,493

Six months endedJuly 30, 2011

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	374,665	$	38,703	$	10,564		$	423,932
Depreciation and amortization	10,483		349		1,763			12,595
Operating income (loss) (b)	87,687		14,272		(38,324		)	63,635
Capital expenditures (c)	10,320		88		3,631			14,039

Six months endedJuly 31, 2010

	Stores		Direct Marketing		Corporate and Other			Total
	(In thousands)
Net sales (a)	$	329,596	$	30,974	$	5,967		$	366,537
Depreciation and amortization	10,144		228		1,430			11,802
Operating income (loss) (b)	78,085		12,481		(37,098		)	53,468
Capital expenditures (c)	7,340		919		4,212			12,471

_________________________________________

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

(b) Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers, interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $4.4 million and $3.2 million for the second quarter of fiscal years 2011 and 2010, respectively, and approximately $7.3 million and $5.5 million for the first six months of fiscal years 2011 and 2010, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and operating income or loss related to the Outlet and Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes.

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

7. LEGAL MATTERS

We are a party to routine litigation matters that are incidental to our business. From time to time, additional legal matters in which we may be named as a defendant are expected to arise in the normal course of our business activities. The resolution of our litigation matters cannot be accurately predicted and there is no estimate of costs or potential losses, if any. Accordingly, we cannot determine whether our insurance coverage, if any, would be sufficient to cover such costs or potential losses, if any, and we have not recorded any provision for cost or loss associated with these actions. It is possible that our consolidated financial statements could be materially impacted in a particular fiscal quarter or year by an unfavorable outcome or settlement of any of these actions.

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

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for fiscal year 2010.

On June 17, 2010, our Board of Directors declared a stock split in the form of a 50% stock dividend which was distributed on August 18, 2010 to stockholders of record as of July 30, 2010. All share and per share amounts of common shares included in this Quarterly Report on Form 10-Q have been adjusted to reflect this stock dividend.

Overview - For the second quarter of fiscal year 2011, our net income was $20.6 million, an increase of 24.7% as compared with $16.5 million for the second quarter of fiscal year 2010. We earned $0.74 per diluted share in the second quarter of fiscal year 2011 as compared with $0.59 per diluted share in the second quarter of fiscal year 2010. As such, diluted earnings per share increased 25.4% as compared with the prior year period. The results of the second quarter of fiscal year 2011, as compared to the second quarter of fiscal year 2010, were primarily driven by:

• 22.4% increase in net sales, driven by a 20.6% increase in the Stores segment sales, which includes the impact of new stores opened, and a 27.8% increase in the Direct Marketing segment sales;

• 14.7% increase in comparable store sales;

• 40 basis point decrease in gross profit margins primarily as a result of higher mark-downs;

• 90 basis point decrease in sales and marketing costs as a percentage of sales driven primarily by the leveraging of occupancy and Stores and Direct Marketing payroll and benefits costs, partially offset by higher other variable selling (including increased shipping costs to customers) and advertising and marketing costs as a percentage of sales; and

• 10 basis point increase in general and administrative costs as a percentage of sales driven primarily by higher corporate compensation costs (which include total company performance-based incentive compensation other than commissions) as a percentage of sales, partially offset by the leveraging of other corporate overhead costs.

As of the end of the second quarter of fiscal year 2011, we had 526 stores, consisting of 496 Company-owned Full-line Stores, 16 Company-owned Outlet and Factory stores and 14 stores owned and operated by franchisees. We opened 21 stores and closed one store in the first six months of fiscal year 2011. In the past five years, we have opened 190 stores. Specifically, there were 52 new stores opened in fiscal year 2006, 48 new stores opened in fiscal year 2007, 40 new stores opened in fiscal year 2008, 14 new stores opened in fiscal year 2009 and 36 new stores opened in fiscal year 2010. The lower number of store openings in fiscal year 2009 compared to previous years was due primarily to the impact of the national economic crisis that occurred during late 2008 and into 2009, which included, but was not limited to, slowed development of malls and retail centers which restricted our ability to find suitable locations for new stores.

We expect to open approximately 45 to 50 stores in fiscal year 2011, including the 21 stores opened in the first six months of fiscal year 2011. This range also includes 10 to 12 Factory stores which we plan to open under our new Factory store concept. We opened our first 5 Factory stores in fiscal year 2010 and opened and an additional 4 Factory stores in the first six months of fiscal year 2011. In the future, we believe that the chain can be grown to approximately 600 Full-line Stores and 50 to 75 Factory stores in the United States, depending on our performance over the next several years and the development of the Factory store concept, among other factors.

Capital expenditures in fiscal year 2011 are expected to be approximately $35 to $38 million, primarily to fund the opening of approximately 45 to 50 new stores, the renovation and/or relocation of several stores, the expansion of our distribution space and the implementation of various systems projects. The capital expenditures include the cost of the construction of leasehold improvements for new stores and the renovation or relocation of several stores, of which approximately $5.5 to $6.5 million is expected to be reimbursed through landlord contributions.

For fiscal year 2011, we expect total inventories to increase at a rate higher than experienced in recent years primarily as a result of a) the replenishment of units sold in fiscal 2010, b) new store openings, c) continued sales growth, d) higher inventory sourcing costs, and e) a larger buildup of core product inventory levels in anticipation that future costs of certain products will continue to remain at higher levels. From the end of second quarter of fiscal year 2010 to the end of the second quarter of fiscal year 2011, inventory increased $46.4 million or 20.5%.

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Critical Accounting Policies and Estimates - In preparing the consolidated financial statements, a number of assumptions and estimates are made that, in the judgment of management, are proper in light of existing general economic and company-specific circumstances. For a detailed discussion of the application of these and other accounting policies, see Note 1 to the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal year 2010.

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

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

Management’s sales assumptions regarding sales below cost are based on our experience that most of our inventory is sold through our primary sales channels, with virtually no inventory being liquidated through bulk sales to third parties. Our LCM estimates for inventory that have been made in the past have been very reliable as a significant portion of our sales (over two-thirds in fiscal year 2010) are of classic, traditional products that are part of on-going programs and that bear low risk of write-down below cost. These products include items such as navy and gray suits, navy blazers, white and blue dress shirts, etc. To limit the need to sell significant amounts of product below cost, all product categories are closely monitored in an attempt to identify and correct situations in which aging goals have not been, or are reasonably likely to not be, achieved. In addition, our strong gross profit margins enable us to sell substantially all of our products above cost.

To calculate the estimated market value of our inventory, we periodically perform a detailed review of all of our major inventory classes and stock-keeping units and perform an analytical evaluation of aged inventory on a quarterly basis. Semi-annually, we compare the on-hand units and season-to-date unit sales (including actual selling prices) to the sales trend and estimated prices required to sell the units in the future, which enables us to estimate the amount which may have to be sold below cost. Substantially all of the units sold below cost are sold in our Outlet and Factory stores, through the Internet websites and catalogs or on clearance at the Full-line Stores, typically within 24 months of purchase. Our costs in excess of selling price for units sold below cost totaled $1.2 million and $1.8 million in fiscal year 2009 and fiscal year 2010, respectively. We reduce the carrying amount of our current inventory value for products in inventory that may be sold below cost. If the amount of inventory which is sold below cost differs from the estimate, our inventory valuation adjustment could change.

Asset Valuation. Long-lived assets, such as property, plant and equipment subject to depreciation, are reviewed for impairment to determine whether events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds our estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. The asset valuation estimate is principally dependent on our ability to generate profits at both the Company and store levels. These levels are principally driven by the sales and gross profit trends that we closely monitor. While we perform a quarterly review of our long-lived assets to determine if impairment exists, the fourth quarter is typically the most significant quarter to make such a determination since it provides the best indication of performance trends in the individual stores. There were no asset valuation charges in either the first six months of fiscal year 2011 or the first six months of fiscal year 2010.

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

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Recently Issued Accounting Standards. In October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”). ASU 2009-13 addresses revenue recognition of multiple-element sales arrangements. It establishes a selling price hierarchy for determining the selling price of each product or service, with vendor-specific objective evidence (“VSOE”) at the highest level, third-party evidence of VSOE at the intermediate level, and a best estimate at the lowest level. It replaces “fair value” with “selling price” in revenue allocation guidance. It also significantly expands the disclosure requirements for such arrangements. ASU 2009-13 is effective prospectively for sales entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The adoption of ASU 2009-13 for fiscal year 2011 did not have a material impact on our consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement” (“ASU 2011-04”). ASU 2011-04 is intended to create consistency between GAAP and International Financial Reporting Standards (“IFRS”) on the definition of fair value and on the guidance on how to measure fair value and on what to disclose about fair value measurements. ASU 2011-04 will be effective for financial statements issued for fiscal periods beginning after December 15, 2011, with early adoption prohibited for public entities. We are currently evaluating the impact ASU 2011-04 may have on our consolidated financial statements.

Recently Proposed Amendments to Accounting Standards. In August 2010, the FASB issued an exposure draft, “Leases” (the “Exposure Draft”), which would replace the existing guidance in ASC 840, “Leases.” Under the Exposure Draft, a lessee's rights and obligations under all leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. In July 2011, the FASB made the decision to issue a revised exposure draft which is expected to occur in the fourth quarter of 2011, with a final standard expected to be issued by mid to late 2012. If this lease guidance becomes effective on the terms currently proposed by FASB, it will likely have a significant negative impact on our consolidated financial statements. However, as the standard-setting process is still ongoing, we are unable to determine at this time the impact this proposed change in accounting may have on our consolidated financial statements.

Results of Operations

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

	Percentage of Net Sales				Percentage of Net Sales
	Three Months Ended				Six Months Ended
	July 31, 2010		July 30, 2011		July 31, 2010		July 30, 2011
Net sales	100.0	%	100	%	100.0	%	100.0	%
Cost of goods sold	37.2		37.6		36.8		36.5
Gross profit	62.8		62.4		63.2		63.5
Sales and marketing expenses	39.1		38.2		39.4		39.4
General and administrative expenses	9.1		9.2		9.3		9.1
Total operating expenses	48.3		47.4		48.6		48.5
Operating income	14.5		15.0		14.6		15.0
Total other income	0.1		—		—		—
Income before provision for income taxes	14.6		15.0		14.6		15.1
Provision for income taxes	5.9		6.1		5.8		6.0
Net income	8.7	%	8.9	%	8.8	%	9.0	%

Net Sales — Net sales increased 22.4% to $230.7 million in the second quarter of fiscal year 2011 as compared with $188.4 million in the second quarter of fiscal year 2010. Net sales for the first six months of fiscal year 2011 increased 15.7% to $423.9 million as compared with $366.5 million in the first six months of fiscal year 2010.

The total sales increases include increases in the Stores segment sales of 20.6% and 13.7% for the second quarter and first six months of fiscal year 2011, respectively, driven primarily by Comparable sales increases and new stores opened in fiscal year 2010. Comparable store sales increased 14.7% and 7.6% for the second quarter and first six months of fiscal year 2011, respectively. The increases in comparable store sales for the second quarter and first six months of fiscal year 2011 were impacted by increased traffic (as measured by number of transactions), partially offset by lower dollars per transaction and items per transaction. Comparable store sales include merchandise and tuxedo rental sales generated in all Company-owned stores that have been open for at least thirteen full months.

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Direct Marketing segment sales increased 27.8% and 25.0% for the second quarter and first six months of fiscal year 2011, respectively, driven primarily by increases in sales in the Internet channel, which represents the primary portion of this reportable segment. The increases in the Internet channel were primarily the result of higher website traffic, partially offset by lower conversion rates and average order values. The Internet channel also benefited from the new Big and Tall website related to our Big and Tall product offerings launched during fiscal year 2010. Additionally, the second quarter of fiscal year 2011 was negatively impacted by a decrease in catalog call center sales. The ongoing trend for customers receiving catalogs is to place their orders over the Internet rather than place their orders through the call center.

Of the major product categories, suits, dress shirts, other tailored clothing (which includes sportcoats, blazers and dress pants) and sportswear all generated strong unit sales growth for the second quarter of fiscal year 2011. For the first six months of fiscal year 2011, suits and dress shirts generated strong units sales growth, while other tailored clothing and sportswear generated moderate unit sales growth.

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

	Three Months Ended								Six Months Ended
	July 31, 2010				July 30, 2011				July 31, 2010				July 30, 2011
	Stores		Square Feet*		Stores		Square Feet*		Stores		Square Feet*		Stores		Square Feet*
Stores open at the beginning of the period	476		2,142		515		2,325		473		2,131		506		2,282
Stores opened	14		55		12		48		17		66		21		91
Stores closed	(3	)	(9	)	(1	)	(4	)	(3	)	(9	)	(1	)	(4	)
Stores open at the end of the period	487		2,188		526		2,369		487		2,188		526		2,369

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

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

Gross profit totaled $143.9 million or 62.4% of net sales in the second quarter of fiscal year 2011 as compared with $118.3 million or 62.8% of net sales in the second quarter of fiscal year 2010, an increase in gross profit dollars of approximately $25.6 million and a decrease in the gross profit margin (gross profit as a percent of net sales) of 40 basis points. Gross profit totaled $269.2 million or 63.5% of net sales in the first six months of fiscal year 2011, as compared with $231.6 million or 63.2% of net sales in the first six months of fiscal year 2010, an increase in gross profit dollars of $37.6 million and an increase in the gross profit margin of 30 basis points. The decrease in gross profit margin for the second quarter was primarily due to higher mark-downs as compared to the prior year period, partially offset by higher initial mark-ups. The higher initial mark-ups were driven by retail price increases in certain product categories, partially offset by higher sourcing costs. The increase in the gross profit margin for the first six months of fiscal year 2011 was mainly the result of higher initial mark-ups as compared to the prior year period, driven primarily by retail price increases in certain product categories, partially offset by the impact of higher mark-downs.

As stated in our Annual Report on Form 10-K for fiscal year 2010, we are subject to certain risks that may affect our gross profit, including risks of doing business on an international basis, increased costs of raw materials and other resources and changes in economic conditions. We expect to continue to be subject to these gross profit risks in the future. Specifically, with respect to the costs of raw materials, our products are manufactured using several key raw materials, most notably wool and cotton. The prices on these commodities, as well as other costs in the supply chain, remain volatile and have a significant impact on our product costs which could potentially have a negative impact on our gross profit in fiscal year 2011. Additionally, our gross profit margin may be negatively impacted during the development phase of some of our new business initiatives such as the tuxedo rental business and the Factory store concept.

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Sales and Marketing Expenses - Sales and marketing expenses consist primarily of a) Full-line Store, Outlet and Factory store and Direct Marketing occupancy, payroll and benefits, selling and other variable selling costs (which include such costs as shipping costs to customers and credit card processing fees) and b) total Company advertising and marketing expenses. Sales and marketing expenses increased to $88.1 million or 38.2% of sales in the second quarter of fiscal year 2011 from $73.7 million or 39.1% of sales in the second quarter of fiscal year 2010. Sales and marketing expenses increased to $167.0 million or 39.4% of sales in the first six months of fiscal year 2011 from $144.3 million or 39.4% of sales in the first six months of fiscal year 2010. The decrease as a percentage of sales for the second quarter of fiscal year 2011 was driven primarily by the leveraging of occupancy and Stores and Direct Marketing payroll and benefits costs, partially offset by higher other variable selling (including increased shipping costs to customers) and advertising and marketing costs as a percentage of sales. The flat level of expenses as a percentage of sales for the first six months of fiscal year 2011 was impacted by the leveraging of occupancy and Stores and Direct Marketing payroll and benefits costs, offset by higher other variable selling and advertising and marketing costs as a percentage of sales.

The increase in sales and marketing expenses relates primarily to the opening of 40 new stores and the closing of one store since the end of the second quarter of fiscal year 2010 and sales growth. For the second quarter of fiscal year 2011, the increase of approximately $14.4 million consists of a) $4.3 million related to additional Stores and Direct Marketing payroll and benefits costs, b) $3.7 million related to advertising and marketing expenses, c) $3.4 million related to additional other variable selling costs, including increased shipping costs to customers, and d) $3.0 million related to additional occupancy costs. For the first six months of fiscal year 2011, the increase of approximately $22.7 million consists of a) $6.6 million related to additional Stores and Direct Marketing payroll and benefits costs, b) $4.8 million related to advertising and marketing expenses, c) $5.8 million related to additional other variable selling costs, and d) $5.5 million related to additional occupancy costs. We expect sales and marketing expenses to increase for the remainder of fiscal year 2011 as compared to fiscal year 2010 primarily as a result of opening new stores (approximately 45 to 50 stores) in fiscal year 2011, the full year operation of stores that were opened during fiscal year 2010, an increase in advertising expenditures, driven both by volume and price increases, and costs related to new business initiatives.

General and Administrative Expenses - General and administrative expenses (“G&A”), which consist primarily of corporate and distribution center costs, were $21.2 million and $17.2 million for the second quarter of fiscal years 2011 and 2010, respectively. G&A expenses were $38.6 million for the first six months of fiscal year 2011 compared to $33.9 million for the first six months of fiscal year 2010. As a percent of net sales, G&A expenses were 9.2% and 9.1% for the second quarter of fiscal years 2011 and 2010, respectively, and 9.1% and 9.3% for the first six months of fiscal years 2011 and 2010, respectively. The higher level of expenses as a percentage of sales for the second quarter of fiscal year 2011 was impacted by higher corporate compensation costs (which include total company performance-based incentive compensation other than commissions) and group medical costs as a percentage of sales, partially offset by the leveraging of other corporate overhead costs. The decrease as a percentage of sales for the first six months of fiscal year 2011 was driven primarily by the leveraging of other corporate overhead costs and corporate compensation costs and group medical costs.

For the second quarter of fiscal year 2011, the increase of approximately $4.0 million was due to a) $2.7 million of higher corporate compensation (which include total company performance-based incentive compensation other than commissions) and group medical costs, b) $0.7 million of higher distribution center costs, c) $0.3 of higher professional fees including outsourced services, and d) $0.3 million of higher other corporate overhead costs. For the first six months of fiscal year 2011, the increase of approximately $4.7 million was due to a) $2.3 million of higher corporate compensation and group medical costs, b) $1.1 million of higher distribution center costs, c) $0.9 million of higher other corporate overhead costs, and d) $0.4 of higher professional fees including outsourced services. Growth in the Stores and Direct Marketing segments may result in further increases in G&A expenses in the future.

Other Income (Expense) - Other income (expense) for the second quarter and the first six months of fiscal year 2011 was $0.1 million and $0.2 million of income, respectively, compared to $0.2 million of income for each of the second quarter and the first six months of fiscal year 2010. The decrease in the second quarter of fiscal year 2011 compared to the second quarter of fiscal year 2010 was due primarily to lower market interest rates in fiscal year 2011, partially offset by higher average cash and cash equivalents and short-term investment balances during the fiscal year 2011 period.

Income Taxes - The effective income tax rate for the second quarter of fiscal year 2011 was 40.7% as compared with 40.2% for the second quarter of fiscal year 2010. For the first six months of fiscal year 2011, the effective tax rate was 39.9% compared with 39.8% for the same period of fiscal year 2010. The rate increases for the second quarter and the first six months of fiscal year 2011 were primarily driven by an increase in the liability for unrecognized tax benefits, partially offset by lower state income taxes.

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

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

Seasonality - Our net sales, net income and inventory levels fluctuate on a seasonal basis and therefore the results for one quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. The increased customer traffic during the holiday season and our increased marketing efforts during this peak selling time have resulted in sales and profits generated during the fourth quarter becoming a larger portion of annual sales and profits as compared to the other three quarters. Seasonality is also impacted by growth as more new stores have historically been opened in the second half of the year. During the fourth quarters of fiscal years 2008, 2009 and 2010, we generated approximately 36%, 36% and 37%, respectively, of our annual net sales and approximately 52%, 50% and 48%, respectively, of our annual net income.

Liquidity and Capital Resources - Our principal sources of liquidity are our cash from operations, cash and cash equivalents and short-term investments. These sources of liquidity are used for our ongoing cash requirements. During the past several years and through the first quarter of fiscal year 2010, we maintained a $100 million credit facility with a maturity date of April 30, 2010. Based on our cash and short-term investment positions, and projected cash needs and market conditions, we elected not to negotiate a renewal or replacement of the credit facility. As a result, the credit facility expired on April 30, 2010 in accordance with its terms.

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

	Six Months Ended
	July 31, 2010		July 30, 2011
	(In Thousands)
Cash provided by (used in):
Operating activities	$	25,068	$	10,508
Investing activities	42,574		(1,225		)
Financing activities	—		2,429
Net increase in cash and cash equivalents	$	67,642	$	11,712

Our cash and cash equivalents consist primarily of U.S. Treasury bills with original maturities of 90 days or less and overnight federally-sponsored agency notes. Our short-term investments consist of U.S. Treasury bills with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. At July 30, 2011, our cash and cash equivalents balance was $92.7 million and our short-term investments were $177.0 million, for a total of $269.7 million, as compared with a cash and cash equivalents balance of $89.5 million and short-term investment of $114.7 million, for a total of $204.2 million at July 31, 2010. Our cash and cash equivalents balance was $81.0 million and short-term investments were $189.8 million, for a total of $270.8 million at the end of fiscal year 2010. We had no debt outstanding at July 30, 2011, July 31, 2010 or at the end of fiscal year 2010. The significant changes in sources and uses of funds through July 30, 2011 are discussed below.

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Cash provided by our operating activities of $10.5 million in the first six months of fiscal year 2011 was primarily the result of net income of $38.4 million and depreciation and amortization and other non-cash items of $15.2 million, partially offset by an increase in operating working capital and other operating items of $43.1 million. The increase in operating working capital and other operating items included the following:

• an increase in inventory of $39.1 million primarily as a result of the replenishment of units sold in fiscal 2010, new store openings, continued sales growth, higher inventory sourcing costs and a larger buildup of core product inventory levels;

• an increase in accounts receivable of $3.9 million due primarily to higher credit card receivables from transactions through American Express, MasterCard and Visa as a result of increased sales near the end of the second quarter of fiscal year 2011 as compared with the end of fiscal year 2010;

• an increase in prepaid and other assets of $3.3 million due primarily to an increase in prepaid income taxes and an increase in landlord contributions as a result of the new store openings during 2011;

• a reduction in accrued expenses totaling $11.2 million (excluding accrued property, plant and equipment) related primarily to the payment of income taxes and incentive compensation that had been accrued at the end of fiscal year 2010; and

• an increase in accounts payable of $14.4 million due primarily to the timing of inventory receipts and payments to vendors.

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

For fiscal year 2011, we expect total inventories to increase at a rate higher than experienced in recent years primarily as a result of a) the replenishment of units sold in fiscal 2010, b) new store openings, c) continued sales growth, d) higher inventory sourcing costs, and e) a larger buildup of core product inventory levels in anticipation that future costs of certain products will continue to remain at higher levels.

Cash used in investing activities of $1.2 million for the first six months of fiscal year 2011 relates to $14.0 million of payments for capital expenditures, as described below, partially offset by $12.8 million of net maturities of short-term investments.

For fiscal year 2011, we expect to spend approximately $35 to $38 million on capital expenditures, primarily to fund the opening of approximately 45 to 50 new stores, the renovation and/or relocation of several stores, the expansion of our distribution space and the implementation of various systems projects.

The capital expenditures include the cost of the construction of leasehold improvements for new stores and several stores to be renovated or relocated, of which approximately $5.5 to $6.5 million is expected to be reimbursed through landlord contributions. These amounts are typically paid by the landlords after we complete construction and receive the appropriate lien waivers from contractors.

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We spent approximately $14.0 million on capital expenditures in the first six months of fiscal year 2011 primarily related to payments for the stores opened or being constructed during the first six months of the fiscal year. In addition, capital expenditures for the period include payments for property, plant and equipment additions accrued at year-end fiscal year 2010 related to stores opened in fiscal year 2010. For the stores opened, renovated and relocated in the first six months of fiscal year 2011, we negotiated approximately $3.3 million of landlord contributions. The table below summarizes the landlord contributions that were negotiated and collected related to the stores opened, renovated and relocated in fiscal years 2011 and 2010.

	Negotiated Amounts		Amounts Collected in Fiscal Year 2010		Amounts Collected in  Fiscal Year 2011		Amounts Outstanding July 30, 2011
	(In Thousands )
Full Fiscal Year 2010 Store Openings, Renovations and Relocations (36 Stores)	$	5,382	$	2,599	$	1,727	$	1,056
First Six Months of Fiscal Year 2011 Store Openings, Renovations and Relocations (21 Stores)	3,298		—		1,228		2,070
	$	8,680	$	2,599	$	2,955	$	3,126

The outstanding amounts of the landlord contributions for the stores opened, renovated and relocated in fiscal year 2010 and fiscal year 2011 are primarily expected to be received within the next 12 months.

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

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

Effects of Inflation and Changing Prices

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

Disclosures about Contractual Obligations and Commercial Commitments

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

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The following table reflects a summary of our contractual cash obligations and other commercial commitments for the periods indicated, including amounts paid in the first six months of fiscal year 2011 unless otherwise indicated.

Contractual Obligations and Commercial Commitments	Payments Due by Fiscal Year
	(In Thousands)
	2011		2012-2014		2015-2016		Beyond 2016		Total(f)
Operating lease obligations (a) (b)	$	64,728	$	175,680	$	76,513	$	74,548	$	391,469
Inventory purchase commitments (c)	222,427		138,134		—		—		360,561
Related party agreement (d)	825		1,650		—		—		2,475
License agreement (e)	165		495		165		—		825
Total	288,145		315,959		76,678		74,548		755,330

___________________________

(a) Includes various lease agreements signed prior to July 30, 2011 for stores to be opened and equipment placed in service subsequent to July 30, 2011.

(b) Excludes contingent rent and other lease costs.

(c) Represents the value of expected future inventory purchases for receipts through the end of fiscal year 2012 for which purchase orders have been issued or other commitments have been made to vendors as of July 30, 2011.

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

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

(f) Obligations related to unrecognized tax benefits and related penalties and interest of $1.3 million have been excluded from the above table as the amount to be settled in cash and the specific payment dates are not known.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At July 30, 2011, we were not a party to any derivative financial instruments. We do business with all of our product vendors in U.S. currency and do not have direct foreign currency risk. However, a devaluation of the U.S. dollar against the foreign currencies of our suppliers could have a material adverse effect on our product costs and resulting gross profit. We currently invest substantially all of our excess cash in short-term investments, primarily in U.S. Treasury bills with original maturities of less than one year, overnight federally-sponsored agency notes and money market accounts, where returns effectively reflect current interest rates. As a result, market interest rate changes may impact our net interest income or expense. The impact will depend on variables such as the magnitude of rate changes and the level of excess cash balances. A 100 basis point change in interest rates would have changed net interest income by approximately $2.2 million in fiscal year 2010.

Item 4. Controls and Procedures

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

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

Management, with the participation of the CEO and CFO, has evaluated the effectiveness, as of July 30, 2011, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective as of July 30, 2011.

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to routine litigation matters that are incidental to our business. From time to time, additional legal matters in which we may be named as a defendant are expected to arise in the normal course of our business activities. The resolution of our litigation matters cannot be accurately predicted and there is no estimate of costs or potential losses, if any. Accordingly, we cannot determine whether our insurance coverage, if any, would be sufficient to cover such costs or potential losses, if any, and we have not recorded any provision for cost or loss associated with these actions. It is possible that our consolidated financial statements could be materially impacted in a particular fiscal quarter or year by an unfavorable outcome or settlement of any of these actions.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the caption “Item 1A. Risk Factors” in our Annual Report on Form 10-K for fiscal year 2010, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties, including those not currently known to us or that we currently deem to be immaterial also could materially adversely affect our business, financial condition and/or operating results. There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for fiscal year 2010 except for the following:

Our advertising, marketing and promotional activities are highly regulated.

Our operations are subject to various federal and state consumer protection laws and regulations related to our advertising, marketing and promotional activities. We continue to be subject to a consent decree mandating certain advertising practices relating to sales promotions (the “Assurance of Discontinuance”). We have received from the New York Attorney General’s office a letter dated April 25, 2011, requesting certain documents needed to evaluate our compliance with New York state law and the Assurance of Discontinuance. In addition, we have received from the state of Georgia an investigative demand requiring the production of certain items in connection with an investigation being conducted on behalf of the Administrator of the Georgia Fair Business Practices Act. We endeavor to monitor and comply with all applicable laws and regulations (including the Assurance of Discontinuance) to ensure that our advertising, marketing and promotional activities comply with all applicable legal requirements, many of which involve subjective judgments. Any changes in such laws or regulations, or how the laws or regulations are enforced (including further action by New York or Georgia), or any failure to comply with such laws or regulations could have a material adverse effect on our business, financial condition and results of operations.

Item 6. Exhibits

Exhibits

31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101	The following financial information from Jos. A. Bank Clothiers, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income; (ii) Condensed Consolidated Balance Sheets; (iii) Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to Condensed Consolidated Financial Statements.**

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURE

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

		Jos. A. Bank Clothiers, Inc. (Registrant)
Dated:	August 31, 2011	/s/ DAVID E. ULLMAN
		David E. Ullman
		Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)

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Exhibit Index

Exhibits

31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101	The following financial information from Jos. A. Bank Clothiers, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income; (ii) Condensed Consolidated Balance Sheets; (iii) Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to Condensed Consolidated Financial Statements. **

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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