8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

May 20, 2010

(Date of Report, Date of Earliest Event Reported)

Stage Stores, Inc.

(Exact Name of Registrant as Specified in 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(b) 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 May 20, 2010, Stage Stores, Inc. (the “Company”) issued a News Release announcing its financial results for the first quarter.  Additionally, the Company provided second quarter and updated full year sales and earnings 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 May 20, 2010, announcing its financial results for the first quarter, and providing second quarter and updated full year sales and earnings 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.
May 21, 2010	/s/ Edward J. Record
(Date)	Edward J. Record
	Chief Financial Officer and
	Chief Operating 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 Reports First Quarter EPS of $0.06

Raises Fiscal 2010 EPS Guidance Range to $0.90 - $1.00

HOUSTON, TX, May 20, 2010 -- Stage Stores, Inc. (NYSE: SSI) today reported net income for the first quarter ended May 1, 2010 of $2.2 million, or $0.06 per diluted share, compared to a net loss of $0.9 million, or $(0.02) per diluted share, for the prior year first quarter ended May 2, 2009.

Andy Hall, President and Chief Executive Officer, commented, “We are pleased with our first quarter results, which reflect improving sales trends and solid operating leverage.  Our 1.9% increase in sales was driven by the strength of our new stores and a 0.8% comparable store sales increase during the nine week March and April period.  Tightly managed inventories and expenses led to 110 and 40 basis point improvements in gross profit and SG&A, respectively.”

Mr. Hall continued, “Operationally during the quarter, we opened 18 new stores, 16 of which were opened under the Goody’s nameplate.  The total number of Goody’s locations now stands at 33.  We are very pleased with the performance of our new Goody’s stores, and we continue to gain market share in those markets that formerly overlapped with a Goody’s store.  We added two Estee Lauder and two Clinique counters, re-introduced JH Collectibles, a moderately priced causal sportswear brand that is now exclusive to Stage Stores, and launched the exciting Wishful Park private label to our Juniors customer.  We continued to pilot our markdown optimization tool and remain on schedule for a full roll-out by the end of the year.  We also began work on an eCommerce plat form, with full roll-out targeted for 2011.”

Mr. Hall concluded, “We are encouraged by our first quarter results and continue on track to meet our fiscal 2010 objectives of growth in sales, operating margin, and EPS.”

--more--

Stage Stores Reports First

Quarter EPS of $0.06

Page – 2

Fiscal 2010 – Second Quarter and Updated Full Year Guidance

Commenting on the Company’s second quarter guidance, Mr. Hall stated, “We are projecting second quarter sales to increase between 2.3% and 4.4%.  The comparable store sales change is expected to range from flat to a 2.0% increase.  This guidance reflects our current trend of business of plus 0.8% for the nine week March and April period.”

2nd Quarter 2010:

	2Q 2010 OUTLOOK			2Q 2009
Sales ($mm)	$350	-	$357	$342
Diluted EPS	$0.26	-	$0.30	$0.24
Diluted Shares (m)	39,150			38,467

Commenting on the Company’s full year guidance, Mr. Hall stated, “We are raising our fiscal 2010 comparable store sales guidance to flat to 1.5% and now expect EPS of $0.90 to $1.00, which is a $0.10 increase over our prior EPS guidance range of $0.80 to $0.90.”

FY 2010:

	FY 2010 OUTLOOK			FY 2009
Sales ($mm)	$1,467	-	$1,489	$1,432
Diluted EPS	$0.90	-	$1.00	$0.75
Diluted Shares (m)	39,080			38,413

Conference Call Information

The Company will hold a conference call today at 8:30 a.m. Eastern Time to discuss its first quarter results.  Interested parties can participate in the Company’s conference call by dialing 703-639-1206.  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, May 28, 2010.

--more--

Stage Stores Reports First

Quarter EPS of $0.06

Page – 3

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 774 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 Company’s sales and EPS outlooks for the second quarter of the 2010 fiscal year, as well as for the 2010 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, 2010, 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.

(Tables to Follow)

Stage Stores, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except earnings per share)
(Unaudited)
	Thirteen Weeks Ended
	May 1, 2010					May 2, 2009
	Amount		% to Sales (1)			Amount			% to Sales (1)
Net sales	$	340,042		100.0	%	$	333,566			100.0	%
Cost of sales and related buying, occupancy
and distribution expenses		250,147		73.6	%		249,083			74.7	%
Gross profit		89,895		26.4	%		84,483			25.3	%
Selling, general and administrative expenses		83,849		24.7	%		83,606			25.1	%
Store opening costs		1,456		0.4	%		1,186			0.4	%
Interest expense, net of income of $29 and $61, respectively		1,045		0.3	%		1,158			0.3	%
Income (loss) before income tax		3,545		1.0	%		(1,467	)		-0.4	%
Income tax expense (benefit)		1,347		0.4	%		(562	)		-0.2	%
Net income (loss)	$	2,198		0.6	%	$	(905	)		-0.3	%
Basic and diluted earnings (loss) per share data:
Basic earnings (loss) per share	$	0.06				$	(0.02	)
Basic weighted average shares outstanding		38,273					37,930
Diluted earnings (loss) per share	$	0.06				$	(0.02	)
Diluted weighted average shares outstanding		38,773					37,930
(1) Percentages may not foot due to rounding.

Stage Stores, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
(Unaudited)
	May 1, 2010			January 30, 2010
ASSETS
Cash and cash equivalents	$	80,207		$	93,714
Merchandise inventories, net		349,195			306,360
Prepaid expenses and other current assets		26,306			27,095
Total current assets		455,708			427,169
Property, equipment and leasehold improvements, net		335,382			342,001
Intangible asset		14,910			14,910
Other non-current assets, net		17,132			16,351
Total assets	$	823,132		$	800,431
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	128,930		$	100,602
Current portion of debt obligations		12,932			12,726
Accrued expenses and other current liabilities		59,584			69,688
Total current liabilities		201,446			183,016
Long-term debt obligations		34,844			38,492
Other long-term liabilities		103,248			102,877
Total liabilities		339,538			324,385
Commitments and contingencies
Common stock, par value $0.01, 100,000 shares authorized,
56,772 and 56,080 shares issued, respectively		568			561
Additional paid-in capital		509,113			501,800
Less treasury stock - at cost, 18,071 shares		(288,202	)		(288,079	)
Accumulated other comprehensive loss		(5,831	)		(5,897	)
Retained earnings		267,946			267,661
Total stockholders' equity		483,594			476,046
Total liabilities and stockholders' equity	$	823,132		$	800,431

Stage Stores, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
	Thirteen Weeks Ended
	May 1, 2010			May 2, 2009
Cash flows from operating activities:
Net income (loss)	$	2,198		$	(905	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		14,317			14,932
Deferred income taxes		(40	)		288
Tax benefits (deficiency) from stock-based compensation		1,277			(249	)
Stock-based compensation expense		1,167			1,440
Amortization of debt issue costs		75			73
Excess tax benefits from stock-based compensation		(1,905	)		(112	)
Deferred compensation		47			36
Amortization of employee benefit related costs		107			130
Construction allowances from landlords		2,510			1,706
Changes in operating assets and liabilities:
Increase in merchandise inventories		(42,835	)		(23,808	)
Decrease (increase) in other assets		214			(987	)
Increase in accounts payable and other liabilities		16,601			15,349
Total adjustments		(8,465	)		8,798
Net cash (used in) provided by operating activities		(6,267	)		7,893
Cash flows from investing activities:
Additions to property, equipment and leasehold improvements		(8,496	)		(13,055	)
Net cash used in investing activities		(8,496	)		(13,055	)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings		-			132,923
Payments of revolving credit facility borrowings		-			(129,856	)
Proceeds from long-term debt obligations		-			1,585
Payments of long-term debt obligations		(3,442	)		(3,131	)
Repurchases of common stock		(123	)		(151	)
Proceeds from exercise of stock options and stock appreciation rights		4,829			840
Excess tax benefits from stock-based compensation		1,905			112
Cash dividends paid		(1,913	)		(1,892	)
Net cash provided by financing activities		1,256			430
Net decrease in cash and cash equivalents		(13,507	)		(4,732	)
Cash and cash equivalents:
Beginning of period		93,714			26,278
End of period	$	80,207		$	21,546