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

November 19, 2009

(Date of Report, date of earliest event reported)

Stage Stores, Inc.

(Exact name of registrant as specified in its charter)

1-14035

(Commission File Number)

NEVADA (State or other jurisdiction of incorporation)	91-1826900 (I.R.S. Employer Identification No.)
10201 Main Street, Houston, Texas (Address of principal executive offices)	77025 (Zip Code)

(800) 579-2302

(Registrant's telephone number, including area code)

Not Applicable

(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:

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

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

o   Pre-commencement communications pursuant to Rule 14d-12 under the Exchange Act (17 CFR 240.14d-2(b))

o   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 November 19, 2009, Stage Stores, Inc. (the “Company”) issued a News Release announcing its financial results for the third quarter.  Additionally, the Company provided raised full year earnings and fourth quarter guidance.  A copy of the News Release is attached to this Form 8-K as Exhibit 99.

This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01.                      Financial Statements and Exhibits.

            (d)                      Exhibits.

99             News Release issued by Stage Stores, Inc. on November 19, 2009, announcing its financial results for the third quarter, and providing raised full year earnings and fourth quarter guidance.

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, hereunto duly authorized.

	STAGE STORES, INC.
November 20, 2009	/s/ Edward J. Record
(Date)	Edward J. Record
	Executive Vice President and
	Chief Financial Officer

EX-99

Exhibit 99

NEWS RELEASE

CONTACT:

Bob Aronson

Vice President, Investor Relations

800-579-2302

(baronson@stagestores.com)

FOR IMMEDIATE RELEASE

Stage Stores Announces Third Quarter Results

Raises Fourth Quarter and Full Year EPS Guidance

HOUSTON, TX, November 19, 2009 -- Stage Stores, Inc. (NYSE: SSI) today reported a net loss for the third quarter ended October 31, 2009 of $7.3 million, or $0.19 per share, compared to a net loss of $102.8 million, or $2.66 per share, for the prior year third quarter ended November 1, 2008.  Last year’s third quarter results include a non-cash goodwill impairment charge of $95.4 million, or $2.47 per share.  Excluding the impairment charge last year, the comparable non-GAAP net loss was $7.4 million, or $0.19 per share.

Andy Hall, President and Chief Executive Officer, commented, “We are pleased with our ability to once again manage our business and deliver better than originally expected results.  Strong inventory and expense control lead to increases in both our gross margin and SG&A leverage.  In the quarter, our gross margin rate increased 20 basis points while our SG&A expenses declined by $1.2 million, despite operating 27 additional stores.  While sales were in line with expectations, we are encouraged by the improving same store sales trend throughout the quarter.  At quarter end, our balance sheet remains very strong, with same-store inventories down 8%, no borrowings on our $250 million revolving credit facility and a reduction in net debt of $97 million compared to last year.”

Mr. Hall continued, “During the quarter, we opened 16 new stores, 13 of which were under the new Goody’s nameplate.  We increased the total number of Goody’s locations to 15 on November 12th with the opening of a new Goody’s store in Bartlesville, OK, and the rebranding of a Stage store in Russellville, AR.  During the year, we opened a total of 27 new stores and reopened our hurricane-damaged store in Galveston, TX.  While our plans have not been finalized, we anticipate opening a similar number of new stores in 2010.”

--more--

Stage Stores Announces

Third Quarter Results

Page - - 2

Mr. Hall concluded, “We remain optimistic about our business.  Our merchants have done a terrific job in filling our stores with appealing seasonal merchandise to satisfy our customers’ personal and gift giving needs.  In addition, new productivity initiatives such as the realignment of our north and south divisions and a new POS software platform give us more tools to better manage the business and drive operating margin improvements going forward.”

Fiscal 2009 – Updated Fourth Quarter and Full Year Guidance

Commenting on the Company’s updated guidance, Mr. Hall stated, “Although unemployment has topped 10% and we anticipate challenging economic conditions during the fourth quarter, we are raising our fourth quarter comparable store sales outlook to a decrease of 4.0% to 7.0% from the decrease of 5.0% to 8.0% provided in August.  In conjunction with that change, we are raising our fourth quarter EPS guidance to $0.56 to $0.66 from $0.54 to $0.65.  For the fiscal year, we are projecting a comparable store sales decrease of 7.0% to 8.0%.  Given our better than expected results for the third quarter, and our increased fourth quarter outlook, we are raising our EPS guidance for the year to $0.59 to $0.69 versus our August guidance of $0.47 to $0.65.”

4th Quarter 2009:

	4Q 2009 OUTLOOK			4Q 2008
Sales ($mm)	$429	-	$442	$456
Diluted EPS	$0.56	-	$0.66	$0.67
Diluted Shares (m)	38,535			37,994

FY 2009:

	FY 2009 OUTLOOK			FY 2008
Sales ($mm)	$1,429	-	$1,442	$1,516
Diluted EPS	$0.59	-	$0.69	$0.77
Diluted Shares (m)	38,455			38,729

·   FY 2008 results are on a non-GAAP basis and exclude a goodwill impairment charge recorded in the third quarter of $95.4 million.

--more--

Stage Stores Announces

Third Quarter Results

Page - - 3

Conference Call Information

The Company will hold a conference call today at 8:30 a.m. Eastern Time to discuss its third quarter results.  Interested parties can participate in the Company’s conference call by dialing 703-639-1328.  Alternatively, interested parties can listen to a live webcast of the conference call by logging on to the Company's web site at www.stagestoresinc.com and then clicking on Webcasts, then the webcast link.  A replay of the conference call will be available online until midnight on Friday, November 27, 2009.

About Stage Stores

Stage Stores, Inc. brings nationally recognized brand name apparel, accessories, cosmetics and footwear for the entire family to small and mid-size towns and communities through 759 stores located in 39 states.  The Company operates its stores under the five names of Bealls, Goody’s, Palais Royal, Peebles and Stage.  For more information about Stage Stores, visit the Company’s web site at www.stagestoresinc.com.

Caution Concerning Forward-Looking Statements

This document contains “forward-looking statements”. Forward-looking statements reflect our expectations regarding future events and operating performance and often contain words such as "believe", "expect", "may", "will", "should", "could", "anticipate", "plan" or similar words.  In this document, forward-looking statements include comments regarding the number of stores that the Company anticipates opening in 2010, as well as comments regarding the Company’s sales and EPS outlooks for the fourth quarter of the 2009 fiscal year, as well as for the 2009 fiscal year.  Forward-looking statements are subject to a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the forward-looking statements.  These risks and uncertainties include, but are not limited to, those described in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") on March 30, 2009, and other factors as may periodically be described in our other filings with the SEC.  Forward-looking statements speak only as of the date of this document.  We do not undertake to update our forward-looking statements.

Stage Stores, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except earnings per share)
(Unaudited)
	Thirteen Weeks Ended
	October 31, 2009						November 1, 2008
	Amount			% to Sales (1)			Amount			% to Sales (1)
Net sales	$	324,944			100.0	%	$	333,756			100.0	%
Cost of sales and related buying, occupancy
and distribution expenses		251,396			77.4	%		259,036			77.6	%
Gross profit		73,548			22.6	%		74,720			22.4	%
Selling, general and administrative expenses		83,222			25.6	%		84,417			25.3	%
Store opening costs		1,174			0.4	%		2,340			0.7	%
Goodwill impairment		-			0.0	%		95,374			28.6	%
Interest expense, net of income of $1 and $0, respectively		1,079			0.3	%		1,365			0.4	%
Loss before income tax		(11,927	)		-3.7	%		(108,776	)		-32.6	%
Income tax benefit		(4,608	)		-1.4	%		(5,980	)		-1.8	%
Net loss	$	(7,319	)		-2.3	%	$	(102,796	)		-30.8	%
Basic and diluted loss per share data:
Basic loss per share	$	(0.19	)				$	(2.66	)
Basic weighted average shares outstanding		38,084						38,603
Diluted loss per share	$	(0.19	)				$	(2.66	)
Diluted weighted average shares outstanding		38,084						38,603
Supplemental Information
Net loss:
On a U.S. GAAP basis	$	(7,319	)				$	(102,796	)
Goodwill impairment		-						95,374
On a non-GAAP basis	$	(7,319	)				$	(7,422	)
Diluted loss per share:
On a U.S. GAAP basis	$	(0.19	)				$	(2.66	)
Goodwill impairment		-						2.47
On a non-GAAP basis	$	(0.19	)				$	(0.19	)
(1) Percentages may not foot due to rounding.

Stage Stores, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except earnings per share)
(Unaudited)
	Thirty-Nine Weeks Ended
	October 31, 2009					November 1, 2008
	Amount		% to Sales (1)			Amount			% to Sales (1)
Net sales	$	1,000,247		100.0	%	$	1,059,999			100.0	%
Cost of sales and related buying, occupancy
and distribution expenses		742,019		74.2	%		783,123			73.9	%
Gross profit		258,228		25.8	%		276,876			26.1	%
Selling, general and administrative expenses		250,682		25.1	%		261,277			24.6	%
Store opening costs		2,825		0.3	%		5,879			0.6	%
Goodwill impairment		-		0.0	%		95,374			9.0	%
Interest expense, net of income of $77 and $11, respectively		3,378		0.3	%		3,887			0.4	%
Income (loss) before income tax		1,343		0.1	%		(89,541	)		-8.4	%
Income tax expense		474		0.0	%		1,329			0.1	%
Net income (loss)	$	869		0.1	%	$	(90,870	)		-8.6	%
Basic and diluted earnings (loss) per share data:
Basic earnings (loss) per share	$	0.02				$	(2.37	)
Basic weighted average shares outstanding		38,028					38,396
Diluted earnings (loss) per share	$	0.02				$	(2.37	)
Diluted weighted average shares outstanding		38,403					38,396
Supplemental Information
Net income (loss):
On a U.S. GAAP basis	$	869				$	(90,870	)
Goodwill impairment		-					95,374
On a non-GAAP basis	$	869				$	4,504
Diluted earnings (loss) per share:
On a U.S. GAAP basis	$	0.02				$	(2.37	)
Goodwill impairment		-					2.48
On a non-GAAP basis	$	0.02				$	0.12
(1) Percentages may not foot due to rounding.

Stage Stores, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
(Unaudited)
	October 31, 2009			January 31, 2009
ASSETS
Cash and cash equivalents	$	45,483		$	26,278
Merchandise inventories, net		379,331			314,517
Prepaid expenses and other current assets		26,575			30,824
Total current assets		451,389			371,619
Property, equipment and leasehold improvements, net		353,199			367,135
Intangible asset		14,910			14,910
Other non-current assets, net		15,619			14,379
Total assets	$	835,117		$	768,043
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	172,577		$	97,760
Current portion of debt obligations		11,856			11,161
Accrued expenses and other current liabilities		62,415			60,727
Total current liabilities		246,848			169,648
Debt obligations		37,936			45,851
Other long-term liabilities		99,676			102,541
Total liabilities		384,460			318,040
Commitments and contingencies
Common stock, par value $0.01, 100,000 shares authorized,
56,077 and 55,849 shares issued, respectively		561			558
Additional paid-in capital		500,308			494,765
Less treasury stock - at cost, 17,986 shares		(287,040	)		(286,751	)
Accumulated other comprehensive loss		(4,898	)		(5,138	)
Retained earnings		241,726			246,569
Stockholders' equity		450,657			450,003
Total liabilities and stockholders' equity	$	835,117		$	768,043

Stage Stores, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
	Thirty-Nine Weeks Ended
	October 31, 2009			November 1, 2008
Cash flows from operating activities:
Net income	$	869		$	(90,870	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and leasehold impairments		45,053			43,615
Deferred income taxes		662			330
Tax (deficiency) benefits from stock-based compensation		(391	)		1,564
Stock-based compensation expense		4,953			5,717
Amortization of debt issue costs		218			191
Goodwill impairment		-			95,374
Excess tax benefits from stock-based compensation		(129	)		(2,270	)
Deferred compensation		93			396
Amortization of employee benefit related costs		390			-
Construction allowances from landlords		3,543			18,921
Changes in operating assets and liabilities:
Increase in merchandise inventories		(64,814	)		(85,194	)
Decrease in other assets		2,060			12,899
Increase in accounts payable and other liabilities		74,431			66,897
Total adjustments		66,069			158,440
Net cash provided by operating activities		66,938			67,570
Cash flows from investing activities:
Additions to property, equipment and leasehold improvements		(36,110	)		(79,710	)
Proceeds from insurance and retirements of property, equipment
and leasehold improvements		578			3
Net cash used in investing activities		(35,532	)		(79,707	)
Cash flows from financing activities:
Proceeds from (payments on):
Borrowings under revolving credit facility, net		-			2,124
Equipment financing		-			18,961
Finance lease obligations		1,585			1,625
Debt obligations		(8,805	)		(5,431	)
Debt issuance costs		-			(190	)
Repurchases of common stock		(289	)		(6,949	)
Exercise of stock options		891			4,687
Excess tax benefits from stock-based compensation		129			2,270
Cash dividends		(5,712	)		(5,777	)
Net cash (used in) provided by financing activities		(12,201	)		11,320
Net increase (decrease) in cash and cash equivalents		19,205			(817	)
Cash and cash equivalents:
Beginning of period		26,278			17,028
End of period	$	45,483		$	16,211