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Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

[Commission file number 0-23874]

JOS. A. BANK CLOTHIERS, INC.

(Exact name of registrant as specified in its character)

(410) 239-2700

(Registrant’s telephone number, including area code)

        Securities registered pursuant to Section 12(g) of the Act: Common Stock (the “Common Stock”) par value $.01 per share; and Rights to purchase units of Series A Preferred Stock

        Securities registered pursuant to Section 12(b) of the Act: None

        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    x        No    ¨

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III for this Form 10-K or any amendment to this Form 10-K.    ¨

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

        Yes    x        No    ¨

        The aggregate market value of the voting stock held by nonaffiliates of the registrant, based upon the closing price of shares of Common Stock on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) National Market System at August 2, 2002 was approximately $74,470,919. The determination of the “affiliate” status for purposes of this report on Form 10-K shall not be deemed a determination as to whether an individual is an “affiliate” of the registrant for any other purposes.

        The number of shares of Common Stock, par value $0.01 per share, outstanding on April 17, 2003 was 6,202,123.

DOCUMENTS INCORPORATED BY REFERENCE:

        The Company will disclose the information required under Part III (items 10-13) and Part II, Item 5(d) either by (a) incorporating the information by reference from the Company’s definitive proxy statement if filed by June 2, 2003 (the first business day following 120 days from the close of its fiscal year ended February 1, 2003) or (b) filing an amendment to this Form 10-K which contains the required information by June 2, 2003 (the first business day following 120 days from the close of the Company’s fiscal year ended February 1, 2003).

        Index to the exhibits appears on Pages 22 through 24.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K 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 Annual Report on Form 10-K, the words “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe,” and other similar expressions are intended to identify forward-looking statements and information. Actual results may differ materially from those forecast due to a variety of factors outside of the Company’s control that can affect the Company’s operating results, liquidity and financial condition such as risks associated with economic, weather, public health and other factors affecting consumer spending, the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the market price of key raw materials such as wool and cotton, availability of lease sites for new stores, the ability to source product from its global supplier base and other competitive factors. These cautionary statements qualify all of the forward-looking statements the Company makes herein. The Company cannot assure you that the results or developments anticipated by the Company will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for the Company or affect the Company, its business or its operations in the way the Company expects. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates, and assumes no obligation to update any of the forward-looking statements. Such risk factors are more fully described under the caption “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company cautions that the foregoing list of important factors is not exclusive.

PART I

Item 1.    BUSINESS

General

Jos. A. Bank Clothiers, Inc., a Delaware corporation (the “Company” or “Jos. A. Bank”), is a retailer and direct marketer (through stores, catalog and internet) of men’s tailored and casual clothing and accessories. The Company sells substantially all of its products exclusively under the Jos. A. Bank label through its 174 retail stores (including seven outlet stores and ten franchise stores) located throughout 33 states and the District of Columbia in the United States, as well as through the Company’s nationwide catalog and internet (www.josbank.com) operations.

The Company’s products are targeted at the male career professional, and its marketing emphasizes the Jos. A. Bank line of very high quality tailored and casual clothing and accessories; which is typically offered at price points below those of its principal competitors for items of comparable quality. The Company believes that it is able to achieve this pricing advantage primarily by its design capability and its sourcing leverage. The Company sources all of its products through third party vendors, suppliers and/or agents.

The Company operates on a 52-53 week fiscal year ending on the Saturday closest to January 31. Information presented for the fiscal years ended February 3, 2001, February 2, 2002, and February 1, 2003 are hereinafter referred to as fiscal 2000, fiscal 2001, and fiscal 2002, respectively.

Strategy

The Company, established in 1905, has reinvented itself in the past three years by:

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The Company’s strategy has been to further enhance its competitive position by capitalizing on the strength of the Jos. A. Bank name and reputation by offering its customers multiple convenient channels to purchase its broad product assortment, providing outstanding customer service and emphasizing high levels of inventory fulfillment for its customers.

The Brand.    The Company’s branding emphasizes very high levels of quality in all aspects of its interactions with customers, including merchandise and service. The Company has developed very stringent specifications in its product designs to ensure consistency in the fit and quality of the product. The merchandise assortment has three levels of luxury and one unwavering level of quality. The three levels of luxury range from its opening price point Jos. A. Bank Executive Collection to the more luxurious Signature Collection to the exclusive Signature Gold Collection. Examples of the levels of luxury include the quality of wool used in suits, sportcoats and slacks, ranging from Super 100’s fine wool to the rare 150’s wool, and the uniqueness of tie swatches, some of which are offered in pre-numbered, limited edition collectors’ items.

The Company emphasizes customer service in all aspects of the business. Sales associates focus on developing close business relations with their customers to help serve all of the customer’s clothing needs. Inventory availability is a key focus to ensure customers are able to purchase merchandise when requested, whether in the stores or through the catalog or internet. A tailor is staffed in each store to ensure prompt, high quality alteration service for customers.

Multi-Channel Retailing.    The Company’s strategy is to operate its three channels of selling as an integrated business and to provide the same personalized service to its customers regardless of whether merchandise is purchased through its stores, the internet or catalog. The Company believes the synergy between its stores, its internet site and its catalog offers an important convenience to its customers and a competitive advantage to the Company. The Company believes it has significant opportunity to leverage the three channels of selling by promoting each channel together to create awareness of the brand. For example, the internet site provides store location listings and can be used as a promotional source for the stores and catalog. The Company also uses its catalog to communicate the Jos. A. Bank image, to provide customers with fashion guidance in coordinating outfits and to generate store and internet traffic.

As a customer convenience, the Company’s systems enable customers to purchase all products that are offered in the catalog and internet while in a store. Conversely, customers may have catalog purchases shipped to a store for alteration and pickup and can return or exchange catalog and internet purchases at a store.

The Company has also experienced a positive shift in its customer age demographic in the past two years, as the store customers in the 26-55 targeted age group increased to 74% of its customers in fiscal 2002 from 64% in fiscal 2000. One of the major shifts was reflected in the 26-35 age group which shifted to 16% of customers in fiscal 2002 from 12% in fiscal 2000.

Store Growth.    The Company believes that it has substantial opportunity to increase its store base by adding stores in its existing markets and by entering new markets. The Company opened 10 new stores in fiscal 2000 (including two factory stores), 21 new stores in fiscal 2001 and 25 new stores in fiscal 2002 as part of its plan to increase the chain to approximately 500 stores by 2007. The Company intends to open new stores in existing markets which should allow the Company to leverage its existing advertising, management, distribution and sourcing infrastructure, as well as in new markets such as California, Nevada, West Virginia, Oregon and Washington. The Company opened its first stores in California, Nevada and West Virginia in the first quarter of 2003.

Product Design and Sourcing.    The Company has increased its design capabilities in the past three and one-half years, whereby it designs substantially all of its products. The designs are provided to a world-wide vendor base to manufacture. In certain cases, the Company has eliminated the middlemen (e.g. agents, importers, brokers) in its sourcing process and contracts directly with manufacturers. The Company’s product design and sourcing strategies have resulted in reduced product costs which have enabled the Company to design additional quality into its products, increase gross profit margins and fund the development of the infrastructure needed to grow the chain.

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Segments

The Company has two reportable segments: Stores and Direct Marketing. The Company has included information with regard to these segments for each of its last three fiscal years under Note 11 of its Consolidated Financial Statements.

Stores.    The Company’s store segment includes all Company owned stores except factory stores. The Company has targeted specialty retail centers with certain co-tenancy for new store locations and has developed and implemented a new store prototype for all stores opened in fiscal 2001 and beyond.

The Company expects to open approximately 50 stores in 2003 and accelerate the pace of store openings in subsequent years, including plans to open between 50 to 75 stores in fiscal 2004 and 75 to 100 stores each year thereafter as the Company increases the chain to approximately 500 stores. The Company’s real estate strategy focuses primarily on stores located in high-end, specialty retail centers with the proper co-tenancy that attracts customers meeting the Company’s demographics. The specialty centers include malls, outdoor lifestyle centers and downtown financial districts. As of February 1, 2003, the store mix of the 143 full-line company-owned stores (excluding factory and franchise stores) consisted of 40 malls, 24 outdoor lifestyle centers, 13 downtown financial district and 66 strip centers or freestanding stores. Of the 25 stores opened in fiscal 2002, 20 were in specialty centers.

The Company’s new store prototype was designed in the second half of fiscal 2000 and was introduced in March 2001 at its first new store of fiscal 2001 in Charlottesville, VA. The design emphasizes an open shopping experience that coordinates its successful corporate casual and sportswear with its other products. The store design is based on the use of wooden fixtures with glass shelving, numerous tables to feature fashion merchandise, carpet and abundant accent lighting and is intended to promote a pleasant and comfortable shopping environment. In the stores that have been opened in the last five years, approximately 80% of a store’s space is dedicated to selling activities, with the remainder allocated to stockroom, tailoring and other support areas. The Company expects that future stores will vary in size from approximately 4,000 to 5,500 square feet depending on the market. The full-line stores averaged approximately 5,700 square feet at the end of fiscal 2002. The stores opened in fiscal 2001 and fiscal 2002 averaged 4,900 square feet and 4,400 square feet, respectively.

The cost to open a new store varies based on store size and landlord contributions. In fiscal 2002, the average net cost to build a new store was approximately $200,000, including leasehold improvements, fixtures, point-of-sale equipment and tailor shop equipment. The average net cost is net of an average landlord contribution of approximately $215,000 per store. New stores also require an inventory investment of approximately $350,000 to offer a full range of products.

Substantially all stores have a tailor shop which provides a range of tailoring services as a convenience to its customers. The stores are designed to utilize Company-owned regional overflow tailor shops which allow the use of smaller tailor shops within each store. Operating the regional tailor shops has allowed the Company to reduce the number of tailors in the stores by sending all overflow work to regional tailor shops. These overflow shops experience higher productivity as the tailors focus solely on alterations, whereas store tailors assist customers during the course of the day. In addition, the store managers and certain additional staff have been trained to fit tailored clothing for alterations. The Company guarantees all of the tailoring work.

The Company has ten franchise locations. Generally, a franchise agreement between the Company and the franchisee provides for a ten-year term with an option, exercisable by the franchisee under certain circumstances, to extend the term for an additional ten-year period. Franchisees pay the Company an initial fixed franchise fee and then a percentage of its net sales. Franchisees are required to maintain and protect the Company’s reputation for high quality, classic clothing and customer service. Franchisees purchase substantially all merchandise offered for sale in their stores from the Company at an amount above cost.

The Company has seven outlet stores which are used to liquidate excess merchandise and offer certain first quality products at a reduced price. Because of the classic character of the Company’s merchandise and aggressive store clearance promotions, historically, the Company has been able to sell substantially all of its products through its stores and has not been required to sell any significant amounts to third party liquidators.

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At April 17, 2003, the Company operated 174 retail stores, (including seven outlet stores and ten franchise stores) in 33 states and the District of Columbia. The following table sets forth the stores that were open at such date.

JOS. A. BANK STORES

(a)  Indicates one or more franchise stores

(b)  Indicates one or more outlet stores

Direct Marketing.    The Company’s direct marketing segment, consisting of its catalog and internet channels, is a key part of the Company’s multi-channel concept. The direct marketing segment accounted for approximately 12% of sales in fiscal 2002, with a sales increase of 23% in fiscal 2002. The Company’s catalogs offer potential and existing customers convenience in ordering the Company’s merchandise. In fiscal 2002 and fiscal 2001, the Company distributed approximately 8.0 and 7.0 million catalogs, respectively.

The catalog mailings and internet site offer potential and existing customers an easy way to order the full range of Jos. A. Bank products. They are important tools in communicating our high-quality image, providing customers with guidance in coordinating outfits, generating store traffic and providing useful market data on customers. The Company believes customers increasingly are becoming more comfortable purchasing traditional business attire through the catalog and internet, as suits represented approximately 19% of net sales in the direct marketing segment in fiscal 2002.

To make catalog shopping as convenient as possible, the Company maintains a toll-free telephone number accessible 24 hours a day, seven days a week. The Company utilizes on-line computer terminals to enter customer orders and to retrieve information about merchandise and its availability. Catalog sales associates are generally able to help select merchandise and can provide detailed information regarding size, color, fit and other merchandise features. In most cases, sample merchandise is available for catalog sales associates to view, thereby allowing them to better assist customers. Clothing purchased from the catalog may be returned to any Company store or to the Company by mail.

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The Company has experienced strong growth in its internet sales in each of the past three years. The Company has established over 1,100 affiliate arrangements. The Company typically pays a fee to the affiliate based on a percentage of net sales generated through such affiliate. In November 2002, the Company created an affiliate arrangement with Amazon.com. In fiscal 2003, the Company expects to continue pursuing affiliate arrangements.

The Company invested approximately $1 million in fiscal 2000 to implement a new internet site that has many customer-friendly features such as increased speed, real-time inventory status, order confirmation and product search capabilities, among others. The new site also enables the Company to be more responsive to trends to increase sales. The new site went “live” in August 2000 and replaced a site that had been hosted by a third party.

To process catalog orders, sales associates enter orders on-line into a computerized catalog order entry system, while internet orders are placed by the customer and are linked to the same system. After an order is placed, it automatically updates all files, including the Company’s customer mailing list, and permits the Company to measure the response to individual catalog mailings and internet email promotions. Sales and inventory information is available to the Company’s buyers the next day. Computer processing of orders is performed by the warehouse management system which permits efficient picking of inventory from the warehouse. The Company’s order entry and fulfillment systems permit the shipment of most orders the day after the order is placed. Orders are shipped primarily by second day delivery or, if requested, by expedited delivery services, such as United Parcel Service priority.

Merchandising

The Company believes it fills a niche of providing classic, professional men’s clothing with impeccable quality at a reasonable price. The Company’s merchandising strategy focuses on achieving an updated classic look with extreme attention to detail in quality materials and workmanship. The Company offers a distinctive collection of clothing and accessories necessary to dress the career man from head to toe, including formal, business and business casual, as well as sportswear for weekends and golf apparel, all sold under the Jos. A. Bank label. Its product offering includes tuxedos, suits, shirts, vests, ties, sport coats, pants, sportswear, overcoats, sweaters, belts and braces, socks and underwear. The Company also sells branded shoes from Cole Haan, Johnston & Murphy and Allen-Edmonds, which are the only products not using the JoS. A. Bank brand.

The Company’s branding emphasizes very high levels of quality in all aspects of its interactions with customers, including merchandise and service. The Company has developed very stringent specifications in its product designs to ensure consistency in fit and quality of the product. The merchandise assortment has three levels of luxury and one unwavering level of quality. The three levels of luxury range from its opening price point Jos. A. Bank Executive Collection to the more luxurious Signature Collection to the exclusive Signature Gold Collection. Examples of the differences in the levels of luxury include the quality of wool used in suits, sport coats and slacks, ranging from Super 100’s fine wool to the rare 150’s wool, and the uniqueness of tie swatches, some of which are offered in pre-numbered, limited edition collectors’ items.

The Company believes its merchandise offering is well positioned to meet the changing trends of business dress for its target customer. Suits have accounted for 27% of the Company’s net sales in each of the past two fiscal years and serve as the foundation to the Company’s extensive offering of other products. As the corporate work environment trended to casual wear in the recent years, the Company’s product offering was modified to meet the needs of the Jos. A. Bank customer. Conversely, the Company was able to serve a shift in customer demand in fiscal 2002 as men began to dress up more in the workplace as suits, shirts and ties recorded the highest product sales increases.

The Company has many unique products to serve its customers’ needs. It has the TRIO collection as one of the Company’s solutions to the corporate casual trend. The TRIO consists of a tailored jacket with two pants, one matching the jacket and one in a coordinating pattern. Therefore, the outfit can be worn as a suit or in a casual setting. The Company also offers its customers its Separates line, a concept for purchasing suits that allows customers to customize their wardrobe by selecting separate, but perfectly matched, jackets and pants from one of three coat styles, plain front or pleated pants, and numerous updated fabric choices including Super 100’s wool and natural stretch wool. The Separates line allows a customer to buy a suit with minimal alteration that will fit their unique body size, similar to a custom-made suit. Jos. A. Bank is one of the few retailers in the country that has successfully developed this concept which the Company believes is a competitive advantage. The TRIO and Separate lines accounted for 47% of suit sales in fiscal 2002.

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The Company also has a very successful line of wrinkle resistant all cotton dress shirts that are made using a patented process that is owned by the vendor. The Company believes it has one of the most extensive selections of sportcoats and dress pants in the industry. The Company developed its Vacation-in-Paradise (“VIP”) line of casual vacation wear in 2002. Its David Leadbetter Golf Apparel offers categories such as sportshirts, sweaters and casual trousers and is one of the unique products in the sportswear category.

Design and Purchasing

The Jos. A. Bank merchandise is designed through the coordinated efforts of the Company’s merchandise buying and planning staffs working in conjunction with finished goods suppliers and third party contract manufacturers around the world. The process of creating a new garment begins up to nine months before the product’s expected in-stock date. Substantially all products are made to the Company’s rigorous specifications, thus ensuring consistent fit and feel for the customer. The merchandise management staff oversees the development of each product in terms of style, color and fabrication. The Company’s planning staff is responsible for providing each channel of business with the correct amount of products at all times. Because the Company’s designs are focused on updated classic clothing, the Company experiences much less fashion risk than other retailers.

The Company believes that it gains a distinct advantage over many of its competitors in terms of quality and price by designing its tailored products, selecting and, in certain cases, purchasing piece goods and then having merchandise manufactured to its own specifications by third party contract manufacturers, either domestically or abroad. The Company buys its shirts from leading U.S. and overseas shirt manufacturers who also supply shirts to many of the Company’s competitors. In fiscal 2002, the Company began using one agent to source a portion of its product that comes from certain countries in Asia. All products manufactured for the Company must conform to the Company’s rigorous specifications with respect to standardized sizing and quality.

Approximately 30% of the total product purchases (including piece goods) in fiscal 2002 were sourced from United States suppliers, and approximately 70% were sourced from suppliers in other countries. In fiscal 2002, 14% of the total product purchases were manufactured in Mexico. No other country represented more than 10% of total product purchases in fiscal 2002.

Also as discussed above, the Company uses an agent to source a portion of its products from or near Asia (including China, Turkey, Hong Kong, Singapore and Taiwan). Purchases from this agent represented approximately 8% of the total product purchases in fiscal 2002. The Company also makes other purchases from manufacturers and suppliers in Asia. Three other suppliers each represented over approximately 5% of total product purchases in fiscal 2002.

The total product purchases discussed above include direct purchases of piece goods by the Company that are subsequently sent to manufacturers for cutting and sewing. Total piece goods represented approximately 14% of the total product purchases made by the Company. In fiscal 2002, three vendors accounted for over 65% of the piece goods purchased by the Company.

The Company transacts business on an order-by-order basis and does not maintain any long-term or exclusive contracts, commitments or arrangements to purchase from any finished good supplier, piece goods vendor or contract manufacturer. The Company ordinarily commits to purchases of inventory six to nine months in advance.

The Company does business with all of its vendors in U.S. currency and has not experienced any material difficulties as a result of any foreign political, economic or social instabilities. The Company believes that it has good relationships with its piece goods vendors, finished goods suppliers and contract manufacturers and that there will be adequate sources to produce a sufficient supply of quality goods in a timely manner and on satisfactory economic terms.

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Marketing, Advertising and Promotion

Strategy.    The Company has historically used mass media print and radio and direct mail marketing, advertising and promoting activities in support of its store and catalog/internet operations. Core to each marketing campaign, while primarily promotional, is the identification of the Jos. A. Bank name as synonymous with high quality, updated classic clothing offered at a value. The Company has a database of over 1.5 million active names of people which are evaluated for mailing and which have previously made a purchase from either the Company’s retail store, internet site or catalog or have requested a catalog or other information from the Company. Of these, approximately 870,000 individuals have made such purchases or information requests in the past 24 months. The Company selects names from this database based on expectations of response to specific promotions which allows the Company to more efficiently use its advertising dollars.

Throughout each season, the Company promotes specific items or categories at specific prices that are below the normal retail price. These sales are used to complement promotional events and to meet the needs of the customers. At the end of each season, the Company conducts clearance sales to promote the sale of that season’s merchandise.

Corporate Card.    Certain organizations and companies can participate in our corporate card program, through which all of their employees are eligible to receive a 20% discount off regularly-priced Jos. A. Bank merchandise. The card is honored at all full-line stores as well as for catalog and internet purchases. Over 17,000 companies nationally, from privately-owned small companies to large public companies, are now participating in the program. Participating companies are able to promote the card as a free benefit to their employees.

Apparel Incentive Program.    Jos. A. Bank Clothiers apparel incentive gift certificates are used by various companies as a reward for achievement for their employees. The Company also redeems proprietary gift certificates and gift cards marketed by major premium/incentive companies.

Distribution

The Company uses a centralized distribution system, under which all merchandise is received, processed and distributed through the Company’s distribution facility located in Hampstead, Maryland. Merchandise received at the distribution center is promptly inspected to insure expected quality in workmanship and conformity to Company specifications. The merchandise is then allocated to individual stores or to warehouse stock. As applicable, the merchandise is then packed for delivery and shipped to the stores, principally by common carrier. Each store generally receives a shipment of merchandise twice a week from the distribution center; however, when necessary because of a store’s size or volume, a store can receive shipments more frequently. Inventory of basic merchandise in the Company stores is replenished regularly based on sales tracked through its point-of-sale terminals. Shipments to catalog/internet customers are also made from the central distribution facility.

To support the new store growth, the Company upgraded its distribution center in fiscal 2001 at a cost of approximately $3.5 million. The system is currently configured to support up to 200 stores. The Company expects to increase the capacity of the system in fiscal 2003 to handle up to 400 stores at a cost of approximately $1.8 million.

Management Information Systems

Many of the Company’s systems have been updated in the last three to four years. In August 1998 the Company installed and implemented the latest version of its merchandising, warehouse, sales audit, accounts payable and general ledger system. The Company expects to again upgrade this key system in the next 12 to 24 months. In 1999 the Company upgraded its catalog system and replaced its point-of-sale (POS) system. The Company invested approximately $1 million in fiscal 2000 to design and implement a new internet site. As a result of these efforts, the Company’s systems are very efficient and capable of supporting future growth. By using these systems, the Company is able to capture greater customer data and has increased its marketing efficiency using such data.

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Competition

The Company competes primarily with other specialty retailers, department stores and other catalogers engaged in the retail sale of apparel, and to a lesser degree with other retailers of men’s apparel. The Company is one of only a few multi-channel retailers focusing exclusively on mens apparel which the Company believes provides a competitive edge. The Company believes that it maintains its competitive position based not only on its ability to offer its high quality career clothing at reasonable prices, but also on greater selection of merchandise and superior customer service. The Company competes with, among others, Brooks Brothers, Nordstrom, Men’s Wearhouse and Lands End, as well as local and regional competitors in each store’s market. Many of these major competitors are considerably larger and have substantially greater financial, marketing and other resources than the Company.

Trademarks

The Company is the owner or exclusive licensee in the United States of the marks “Jos. A. Bank”, “The Miracle Collection”, and “Vacation In Paradise”. “Jos. A. Bank” and “The Miracle Collection” are trademarks registered in the United States Patent and Trademark Office. Applications are pending for the federal registration of “Vacation In Paradise”. A federal registration is renewable indefinitely if the trademark is still in use at the time of renewal. The Company’s rights in the Jos. A. Bank trademark are a significant part of the Company’s business. Accordingly, the Company intends to maintain its use of the trademark. The Company is not aware of any claims of infringement or other material challenges to the Company’s right to use its marks in the United States.

In addition, the Company has registered “josbank.com” and various other internet domain names. The Company intends to renew its registration of domain names from time to time for the conduct and protection of its e-commerce business.

Seasonality

The Company’s operations have not been greatly affected by seasonal fluctuations. Although variations in sales volumes do exist between quarters, the Company believes the nature of its merchandise helps to stabilize demand between the different periods of the year. However, as the Company’s merchandise continues to include more Corporate Casual and Sportswear profits generated during the fourth quarter have become a larger portion of annual profits.

Employees

As of April 17, 2003, the Company had 1,540 employees, consisting of 386 part-time employees and 1,154 full-time employees.

As of April 17, 2003, 139 employees worked in the tailoring and distribution center, most of whom are represented by the Union of Needletrades Industrial & Textile Employees. The current collective bargaining agreement was recently extended to February 28, 2006. The Company believes that union relations are good. During the past 50 years, the Company has had only one work stoppage, which occurred more than 20 years ago. The Company believes that its relations with its non-union employees are also good.

A small number of sales associates are union members under a separate contract which expires April 30, 2003. The Company has informally extended this contract and expects to finalize the agreement no later than June, 2003.

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Available Information

The Company’s principal executive offices are located at 500 Hanover Pike, Hampstead, Maryland 21074. The Company’s telephone number is (410) 239-2700 and its website address is www.josbank.com. The Company makes its annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports available on its website free of charge as soon as practicable after they are filed with the Securities and Exchange Commission. In addition, the public may read and copy any materials filed by the Company with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet Site that contains reports, proxy and information statements. Its web address is www.sec.gov.

Item 2.    DESCRIPTION OF PROPERTY

The Company owns its distribution and corporate office facility located in Hampstead, Maryland, subject to certain financing liens. (See Item 7, Managements’ Discussion and Analysis and “Consolidated Financial Statements—Note 5.”) The Company believes that its existing facility is well maintained and in good operating condition. The table below presents certain information relating to the Company’s corporate property as of April 18, 2002:

This facility was upgraded in the past two years including the addition of several second level mezzanines, which increased the total floor space to approximately 290,000 square feet. Additions in 2003 will increase the total space to approximately 307,000 square feet.

As of April 17, 2003, the Company had 164 Company-operated stores, including its outlet stores, all of which were leased. The full-line stores average approximately 5,700 square feet as of the end of fiscal 2002, including selling, storage, tailor shop and service areas. The full-line stores range in size from approximately 1,900 square feet to approximately 18,900 square feet. The leases typically provide for an initial term of 5 or 10 years, with one or more renewal options permitting the Company to extend the term for additional five year periods. The Company generally has been successful in renewing its store leases as they expire. In most cases the Company pays a fixed annual base rent plus real estate taxes, insurance and utilities and, other than in freestanding locations, makes contributions toward the common area operating costs. Certain facility leases require contingent rental fees based on sales in addition to or in the place of annual rental fees. Most of the Company’s leases provide for an increase in annual fixed rental payments during the lease term and are noncancelable. The Company has the right to cancel certain of its leases prior to the expiration of the initial term if sales in the store are less than a prenegotiated level. These terms allow the Company to continually review its portfolio of stores to ensure that profitable stores are retained and unprofitable stores are closed.

The Company also leases one overflow tailoring facility in Atlanta, Georgia. This facility receives customers’ goods from full line stores which are altered and returned to the store for customer pickup.

Item 3.     LEGAL PROCEEDINGS

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

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Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company’s security holders during the quarter ended February 1, 2003.

PART II

Item 5.    MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)  Market Information.

The Company’s Common Stock is listed on The Nasdaq National Market (“NASDAQ”) under the trading symbol “JOSB”. The following table sets forth, for the periods indicated, the range of high and low closing for the Common Stock, as reported on NASDAQ. The approximate high and low closing prices for the Common Stock tabulated below represent inter-dealer quotations which do not include retail mark-ups, mark-downs or commissions. Such prices do not necessarily represent actual transactions.

On April 17, 2003 the closing sale price of the Common Stock was $28.30.

(b)  Holders of Common Stock

At April 17, 2003, there were 94 holders of record of the Company’s Common Stock.

(c)   Dividend Policy

The Company intends to retain its earnings to finance the development and expansion of its business and for working capital purposes, and therefore does not anticipate paying any cash dividends in the foreseeable future. The Company has not declared or paid any dividends in the last two fiscal years. In addition, the Company’s Credit Agreement prohibits the Company from paying cash dividends, without prior approval from the lender.

(d)  Securities Authorized for Issuance Under Equity Compensation Plans

The text and table under “Equity Compensation Plan Information” in the Company’s 2003 Proxy Statement are incorporated herein by reference.

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Item 6.    SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data with respect to each of the fiscal years in the five-year period ended February 1, 2003 (fiscal 2002) have been derived from the Company’s audited Consolidated Financial Statements. Fiscal 2000 was a 53-week year and all other years consisted of 52 weeks, each of which ended on the Saturday closest to the end of January of the respective year. The information should be read in conjunction with the Consolidated Financial Statements and Notes thereto that appear elsewhere in the 10-K and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.