8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 8, 2010

GORDMANS STORES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34842	26-3171987
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

12100 West Center Road

Omaha, Nebraska 68144

(Address of principal executive offices, zip code)

(402) 691-4000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On September 8, 2010, Gordmans Stores, Inc. (the “Company”) issued a press release providing information regarding earnings for the thirteen and twenty-six week periods ended July 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1.

The information, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press Release of Gordmans Stores, Inc. dated September 8, 2010.

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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 hereunto duly authorized.

	GORDMANS STORES, INC.
Date: September 8, 2010	By:	/s/ Michael D. James
		Name:	Michael D. James
		Title:	Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

99.1 Press Release of Gordmans Stores, Inc. dated September 8, 2010.

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EX-99.1

Exhibit 99.1

Gordmans Stores, Inc. Announces Second Quarter Fiscal 2010 Results

Net Sales Increased 14.7% to $113.1 Million; Comparable Store Sales up 8.3%

Net Income increased 50.1% to $3.3 Million

Omaha, Nebraska (September 8, 2010) – Gordmans Stores, Inc. (NASDAQGS: GMAN), an Omaha-based apparel and home décor retailer, today announced results for second quarter (thirteen weeks) and six month period (twenty six weeks) ended July 31, 2010.

Second Quarter Highlights

• Net sales increased 14.7% to $113.1 million compared to $98.6 million in the second quarter of 2009.

• Comparable store sales increased 8.3% over the second quarter of 2009.

• Operating margin improved 120 basis points to 5.0% from 3.8% of sales in the second quarter of 2009.

• Net income increased 50.1% to $3.3 million, or $0.20 per diluted share, compared to $2.2 million, or $0.14 per diluted share in the second quarter of 2009.

Six Month Highlights

• Net sales increased 17.1% to $225.0 million compared to $192.1 million for the six months ended August 1, 2009.

• Comparable store sales increased 11.7% over the same period last year.

• Operating profit margin improved 200 basis points to 7.1% from 5.1% last year.

• Net income increased 65.9% to $9.7 million, or $0.60 per diluted share, compared to $5.8 million, or $0.37 per diluted share for the corresponding period last year.

Jeff Gordman, President and Chief Executive Officer, stated: “We are pleased with the top line momentum and earnings growth we experienced during the second quarter. We successfully executed on several key initiatives which have enabled us to enhance our operational platform and to further strengthen our market position. Our value-based selling proposition and our broad merchandise assortments have enabled us to increase our market share in a challenging environment. We believe that we have effective strategies and systems in place to sustain our comparable store sales growth and to pursue a significant unit expansion plan in order to create long-term value for our shareholders.”

Second Quarter Financial Results

Net sales for the thirteen weeks ended July 31, 2010, increased 14.7% to $113.1 million from $98.6 million for the thirteen weeks ended August 1, 2009, while comparable store sales increased 8.3% during this timeframe. Gross profit increased 15.7% to $49.9 million, or 44.2% of sales, from $43.2 million, or 43.8% of sales in the prior year. Selling, General and Administrative costs were $44.3 million, or 39.2% of sales, compared to $39.4 million or 40.0% of sales in the prior year. Operating income increased 50.9% to $5.6 million, or 5.0% of sales, compared to $3.7 million, or 3.8% of sales in the prior year. Net income increased 50.1% to $3.3 million, or $0.20 per diluted share, compared to $2.2 million, or $0.14 per diluted share in the prior year.

Six Month Financial Results

Net sales for the twenty six weeks ended July 31, 2010, increased 17.1% to $225.0 million from $192.1 million for the twenty six weeks ended August 1, 2009, including a comparable store sales increase of 11.7%. Gross profit increased 19.9% to $102.5 million, or 45.5% of sales, from $85.5 million, or 44.5% of sales in the prior year. Selling, General and Administrative costs were $86.6 million, or 38.4% of sales, compared to $75.7 million or 39.4% of sales in the prior year . Operating income increased 63.3% to $15.9 million, or 7.1% of sales, compared to $9.7 million, or 5.1% of sales in the prior year. Net income increased 65.9% to $9.7 million, or $0.60 per diluted share, compared to $5.8 million, or $0.37 per diluted share in the prior year.

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Initial Public Offering

On August 4, 2010, the Company completed an initial public offering of 5,357,143 shares of common stock at a price to the public of $11.00 per share, of which 3,214,286 shares were sold by the Company and 2,142,857 shares were sold by certain selling shareholders. Upon completing the offering, the Company and the selling shareholders received net proceeds of approximately $32.9 million and $21.9 million, respectively. In connection with the offering, the Company paid Sun Capital Partners Management V, LLC $0.6 million in transaction consulting fees and $7.5 million for termination of the consulting agreement and used approximately $18.2 million of its net proceeds to pay down borrowings under its revolving credit facility. The Company intends to use the remainder of its net proceeds for working capital and general corporate purposes.

Outlook

For the third quarter ending October 30, 2010, the Company currently expects total sales to be between $118 million and $120 million and comparable store sales to increase in the low single digits. The Company projects diluted earnings (loss) per share in the range of $(0.19) to $(0.17). This guidance is based on a net income (loss) range of $(3.8) million to $(3.3) million and diluted shares outstanding of approximately 19.4 million. The expected loss for the third quarter includes one-time pre-tax charges of $10.6 million, or $(0.34) per diluted share on an after-tax basis, related to the initial public offering. The adjusted net income range is $2.8 million to $3.3 million and the adjusted diluted earnings per share range is $0.15 to $0.17 per diluted share.

For the fourth quarter ending January 29, 2011, we are forecasting total sales to be between $155 million and $160 million. We also expect to report net income in the range of $5.9 to $6.8 million and earnings per share in the range of $0.30 to $0.35, using a diluted share count of approximately 19.5 million.

Conference Call Information

A conference call to discuss second quarter financial results is scheduled for today, September 8, 2010 at 8:30 a.m. Eastern Time. The conference call will be webcast live at http://investor.gordmans.com/events.cfm. A replay of this call will be available within two hours of the conclusion of the call and will remain on the website for one year.

About Gordmans Stores, Inc.

Gordmans is an everyday low price department store concept featuring a large selection of the latest brands, fashions and styles at up to 60% off department and specialty store regular prices every day in a fun, easy-to-shop environment. Our merchandise assortment includes apparel for all ages, accessories, footwear and home décor. The origins of Gordmans date back to 1915 and today we operate 68 stores in 16 primarily Midwestern states situated in a variety of shopping center developments, including regional enclosed shopping malls, lifestyle centers and power centers. For more information, please visit www.gordmans.com.

Safe Harbor Language

Certain statements in this release are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “guidance,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates,” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding expected net income, comparable store sales, diluted earnings per share, and store expansion, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are (1) changes in consumer spending and general economic conditions; (2) our ability to identify and respond to new and changing fashion trends, guest preferences and other related factors; (3) fluctuations in our sales and results of operations on a seasonal basis; (4) intense competition from other retailers; (5) our ability to maintain or improve levels of comparable store sales; (6) our successful implementation of advertising, marketing and promotional strategies, (7) termination of our license agreements; (8) our ability to obtain merchandise at acceptable prices; (9) shortages of inventory and harm to our reputation due to difficulties or shut-down of our distribution facilities; (10) our reliance on independent third-party transportation providers for substantially all of our merchandise shipments; (11) our growth strategy, including the ability to identify acceptable store locations at appropriate costs;

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(12) our dependence on a strong brand image; (13) our leasing of substantial amounts of space; (14) the inability to find a sufficient number of store associates that reflect our brand image and embody our culture; (15) our dependence upon key executive management; (16) our reliance on information systems; (17) system security risk issues that could disrupt our internal operations or information technology services; (18) changes in laws and regulations applicable to our business; (19) our inability to protect our trademarks or other intellectual property rights; (20) fluctuations in energy costs; (21) claims made against us resulting in litigation; (22) impairment on our long-lived assets; (23) our substantial lease obligations; and (24) restrictions imposed by our indebtedness on our current and future operations.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our Registration Statement on Form S-1 (File No. 333-166436), as amended, quarterly reports on Form 10-Q, and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

GORDMANS STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in 000’s except share data)

	July 31, 2010			January 30, 2010
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,658		$	16,601
Accounts receivable		2,146			2,544
Landlord receivable		633			423
Merchandise inventories		66,327			49,291
Deferred income taxes		2,640			2,491
Prepaid expenses		7,464			4,581
Total current assets		85,868			75,931
PROPERTY, BUILDINGS AND EQUIPMENT, net		15,504			10,444
INTANGIBLE ASSETS, net		2,213			2,262
DEFERRED INCOME TAXES		2,559			1,050
OTHER ASSETS		2,170			2,431
TOTAL ASSETS	$	108,314		$	92,118
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Revolving line of credit facility	$	14,888		$	—
Accounts payable		39,616			30,685
Income taxes payable		3,532			3,715
Accrued expenses		24,047			24,633
Notes payable, current portion		1,342			667
Capital lease obligations, current portion		269			68
Total current liabilities		83,694			59,768
NONCURRENT LIABILITIES:
Notes payable, net of current portion		959			778
Deferred rent		6,055			4,686
Capital lease obligations, net of current portion		1,019			—
Other liabilities		753			937
Total noncurrent liabilities		8,786			6,401
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock
$0.001 par value, 100,000 shares authorized, none issued and outstanding as of July 31, 2010 and January 30, 2010:		—			—
Common stock
$0.001 par value, 44,917,520 shares authorized, 15,488,800 issued and outstanding as of July 31, 2010 and January 30, 2010:		15			15
Additional paid-in capital		20,562			20,328
Retained earnings (deficit)		(4,743	)		5,606
Total stockholders’ equity		15,834			25,949
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	108,314		$	92,118

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GORDMANS STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in 000’s except share data)

(Unaudited)

	13 Weeks Ended July 31, 2010			13 Weeks Ended August 1, 2009			26 Weeks Ended July  31, 2010			26 Weeks Ended August 1, 2009
Net sales	$	113,118		$	98,631		$	225,009		$	192,103
License fees from leased departments		1,371			1,231			2,967			2,578
Cost of sales		(64,548	)		(56,707	)		(125,486	)		(109,210	)
Gross profit		49,941			43,155			102,490			85,471
Selling, general and administrative expenses		(44,323	)		(39,431	)		(86,571	)		(75,723	)
Income from operations		5,618			3,724			15,919			9,748
Interest expense		(225	)		(267	)		(404	)		(534	)
Income before taxes		5,393			3,457			15,515			9,214
Income tax expense		(2,119	)		(1,275	)		(5,864	)		(3,398	)
Net income	$	3,274		$	2,182		$	9,651		$	5,816
Net income per common share (basic)	$	0.21		$	0.14		$	0.62		$	0.38
Weighted-average common shares outstanding (basic)		15,488,800			15,488,800			15,488,800			15,488,800
Net income per common share (assuming dilution)	$	0.20		$	0.14		$	0.60		$	0.37
Weighted-average common shares outstanding (including dilutive securities)		16,173,746			15,515,444			16,185,238			15,512,652

Company Contact:

Mike James

Chief Financial Officer

(402) 691-4126

Investor Relations:

ICR, Inc.

Brendon Frey / James Palczynski

(203) 682-8200

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