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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended May 1, 2004

Commission File No. 0-11682

S & K FAMOUS BRANDS, INC.

(Exact name of registrant as specified in its charter)

11100 West Broad Street, P. O. Box 31800, Richmond, Virginia 23294-1800

(Address of principal executive offices)

Registrant’s telephone number, including area code: (804) 346-2500

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 whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Act.)    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of May 1, 2004.

2,489,711 shares of Common Stock, $0.50 par value

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

S & K FAMOUS BRANDS, INC.

Statements of Income

(in thousands, except per share amounts)

(unaudited)

See Notes to Financial Statements.

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S & K FAMOUS BRANDS, INC.

Balance Sheets

(In thousands, except per share amounts)

See Notes to Financial Statements.

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S & K FAMOUS BRANDS, INC.

Statements of Cash Flows

Increase (Decrease) in Cash

(in thousands) (unaudited)

See Notes to Financial Statements.

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S & K FAMOUS BRANDS, INC.

Notes to Financial Statements

(unaudited)

A. Accounting Policies

The accompanying unaudited interim financial statements have been prepared by S & K Famous Brands, Inc. (the “Company”) in accordance with the regulations of the Securities and Exchange Commission in regard to quarterly reporting. In the opinion of the Company’s management, the statements include all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair representation of the financial position and results of operations for interim periods. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s most recent annual report to shareholders (the “2003 Annual Report”) and its Annual Report on Form 10-K for the fiscal year ended January 31, 2004 (the “10-K”).

The Company’s significant accounting policies are described in Note 1 to the Financial Statements contained in the 2003 Annual Report. The application of these policies may require management to make judgments and estimates about the amounts reflected in the financial statements. Management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates.

B. Interim Results of Operations

The Company’s business is highly seasonal, with peak sales periods occurring during its fourth fiscal quarter, which includes the Christmas season. The net earnings of any interim quarter are seasonally disproportionate to net sales since administrative and certain operating expenses remain relatively constant during the year. Consequently, interim results are not necessarily indicative of the results for the entire fiscal year.

C. Stock Based Compensation

In the fourth quarter of fiscal 2004, the Company adopted the fair value provisions of Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” on a prospective basis for all new grants of equity instruments (which would include performance awards and stock options) effective February 2, 2003. Prior to fiscal 2004, the Company accounted for those plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25) and related interpretations. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards for the three months ended May 1, 2004 and May 3, 2003.

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D. Expansion

Since January 31, 2004, the Company has opened four new stores: Tuscaloosa, Alabama (3,535 square feet); Durham, North Carolina (3,726 square feet); Myrtle Beach, South Carolina (3,513 square feet); and Stafford, Virginia (3,600 square feet) and closed one store in Tuscaloosa, Alabama (3,300 square feet), which was a relocation. The profit impact of the closing was not significant to the Company’s financial position or results of operations.

E. Other Matters

During the first quarter of fiscal 2005, the Company issued 7,816 shares of its common stock to the S&K Famous Brands Employees’ Savings/Profit Sharing Plan, which resulted in an increase in Shareholders’ Equity of $150,000. This $150,000 expense was accrued in fiscal 2004.

F. New Accounting Pronouncements

In early 2004, the Financial Accounting Standards Board (“FASB”) proposed FASB Staff Position No. FAS 106-b, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.” Should this proposal be approved, it is not expected to have any impact on the Company’s financial statements.

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Item 2. MANAGEMENT’S DISCUSSION AND FINANCIAL REVIEW

Information regarding forward-looking statements.

The statements contained in this quarterly report that are not historical facts, including statements about management’s expectations for fiscal 2005 and beyond, may be forward-looking statements. The forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical results, or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. Factors that could cause the Company’s actual results to differ materially from management’s projections, forecasts, estimates and expectations include, but are not limited to, those discussed in the Company’s Annual Report on Form 10-K.

Three Months Ended May 1, 2004 Compared to Three Months Ended May 3, 2003

RESULTS OF OPERATIONS

The following table sets forth certain items in the Statements of Income as a percentage of net sales for the three months ended May 1, 2004 and May 3, 2003.

Net sales in the first quarter of fiscal 2005 increased 15.7%, or $6.9 million, to $50.9 million compared to $44.0 million for the same period last year. Comparable store sales increased 12.9% over last year. This increase was attributable to strong sales in suits and furnishings, and to growth in average sale and transaction counts. During the first quarter the Company opened three new stores and closed one store, which was a relocation. There were 240 stores in operation as of May 1, 2004, compared to 234 stores at May 3, 2003.

Cost of sales in the first quarter of fiscal 2005 was 54.9% of net sales compared to 52.2% of net sales for the same period last year. The 2.7% of net sales increase was primarily due to a higher level of promotional markdowns designed to increase store traffic and, to a lesser extent, a shift in sales to lower margin goods and higher clearance markdowns taken to clear old season merchandise.

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Selling, general and administrative expenses in the first quarter of fiscal 2005 were 38.0% of net sales compared to 40.3% of net sales in the first quarter of the previous year. This 2.3% of net sales decrease was primarily due to the leveraging of advertising and landlord costs on higher sales. The improved leveraging also experienced on corporate payroll was offset in part by higher store and field-level supervisor incentives earned from their strong sales performance.

Interest expense was $43,000, or 0.1% of net sales, in the first quarter of fiscal 2005 compared to $94,000, or 0.2% of net sales, in fiscal 2004. This decrease in interest expense was attributable to reductions in long-term debt as the Company repaid over $6.0 million under its Credit Facility in the second half of fiscal 2004.

LIQUIDITY AND CAPITAL RESOURCES

The Company historically has funded its operating activities, including capital expenditures for the opening of new stores, from internally generated funds and from bank borrowings. The Company currently believes it will open approximately fifteen new stores in fiscal 2005, while also closing/relocating approximately five to seven under-performing locations. During the first quarter ended May 1, 2004, the Company opened three new stores and closed one store which was a relocation. The Company does not expect this activity to significantly impact liquidity or capital resources, including its debt covenants.

Operating activities for the first quarter of fiscal 2005 provided net cash of approximately $1.3 million while the first quarter of fiscal 2004 used net cash of approximately $0.8 million. This $2.1 million fluctuation is primarily related to increased growth in payables year over year on higher merchandise purchases in fiscal 2005.

Net cash used for investing activities was primarily for the purpose of store expansion, remodelings, and to a lesser degree, technology. Capital expenditures for the first quarter of fiscal 2005 and 2004 approximated $0.7 million and $0.3 million, respectively. In the fiscal 2005 period capital expenditures included the costs of building four new stores (one opened after quarter end), remodeling four stores and technology-related purchases. In the comparable 2004 period, the Company built one store and made some technology-related purchases.

Financing activities for the first quarter of fiscal 2005 and 2004 used net cash of approximately $0.2 million and $0.8 million, respectively. The Company used approximately $0.1 million in the 2005 period for the repurchase of approximately 8,000 shares of its common stock while using $0.7 million in the 2004 period to repurchase approximately 70,000 shares. As of May 1, 2004, the Company had net unused commitments of $26.0 million under the Credit Facility and was in compliance with all covenants.

Contractual Obligations

The Company’s contractual obligations to make future payments under its Credit Facility and lease obligations are summarized as follows:

Payments Due by Period ($ millions)

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Other Matters

Critical Accounting Policies

In conformity with accounting principles generally accepted in the United States of America, the preparation of our financial statements requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Although the estimates are based on our knowledge of current events and actions we may undertake in the future, actual results could differ from those estimates. Significant accounting policies used in the preparation of the Company’s financial statements are summarized in Note 1 to the Financial Statements in the 2003 Annual Report. The Company’s most critical accounting policies, which are those most important to the presentation of the Company’s financial condition and results of operation, and require management’s subjective or complex judgment, pertain to revenue recognition, inventories and stock-based compensation.

Off Balance Sheet Arrangements

At May 1, 2004, the Company does not have transactions, arrangements or relationships with “special purpose” entities and does not have any off balance sheet arrangements except for Letters of Credit approximating $.5 million expiring July 2004.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ON MARKET RISK

During the first three months of fiscal 2005 there were no material changes in the Company’s market risk exposure or in management strategy as stated in the Company’s 2003 Annual Report.

Item 4. CONTROLS AND PROCEDURES

The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation process, including the inherent limitations on the effectiveness of such controls and procedures is more fully discussed in Item 14 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004. Based upon their evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective. There were no changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2. Changes in Securities

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Item 4. Submission of Matters to a Vote of Security Holders

Re-Approval of Certain Components of the S&K Famous Brands, Inc. 1999 Stock Incentive Plan

Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

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Item 6. Exhibits and Reports on Form 8-K

Form 8-K furnished to the Securities and Exchange Commission on March 16, 2004 providing a news release relating to financial results for the fourth quarter and year ended January 31, 2004.

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SIGNATURES

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.

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