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 15, 2012

(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-2(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 2.02Results of Operations and Financial Condition

On November 15, 2012, Stage Stores, Inc. (the "Company") issued a News Release announcing its financial results for the third quarter 2012. Additionally, the Company provided updated full year 2012 sales and earnings guidance. The Company also announced that, beginning in fiscal 2013, it will no longer report monthly sales and that it will report its sales on a quarterly basis at the same time that it reports its quarterly results. 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 15, 2012, announcing its financial results for the third quarter 2012, providing updated full year 2012 sales and earnings guidance and announcing that, beginning in fiscal 2013, it will no longer report monthly sales and that it will report its sales on a quarterly basis at the same time that it reports its quarterly results.

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 16, 2012	/s/ Oded Shein
(Date)	Oded Shein
	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' Third Quarter Results Improve 22%; Company Raises 2012 Guidance

HOUSTON, TX, November 15, 2012 -- Stage Stores, Inc. (NYSE: SSI) today reported a net loss for the third quarter ended October 27, 2012 of $8.9 million, or $0.28 per share.  This compares to a net loss of $11.3 million, or $0.36 per share, for the prior year third quarter.

For the first three quarters of the fiscal year, the Company earned $0.08 per diluted share versus a net loss of $0.05 per share in the same period last year.  Excluding the one-time charges of approximately $0.06 per share recorded in the first quarter associated with the resignation of the Company's former Chief Executive Officer, the Company earned $0.14 per diluted share.

As previously reported by the Company, sales for the third quarter were $371 million as compared to sales of $333 million last year.  Comparable store sales for the third quarter increased 8.1%.  For the first three quarters of the fiscal year, the Company reported total sales of $1,118 million and a comparable store sales increase of 5.3%.

Michael Glazer, President and Chief Executive Officer, commented, "The third quarter was another outstanding quarter for our company as sales grew, our bottom-line improved and notable progress was made on our strategic initiatives.  We achieved a strong 8.1% comparable store sales increase during the quarter as every merchandise category and every region of the country posted a same store sales gain.  Our comparable store sales increase, combined with a 30 basis points improvement in the gross profit rate and 110 basis points reduction in the SG&A expense rate, enabled us to achieve a 22% improvement in our per share results.

"During the quarter, we built on the excitement in our stores with new brands, desirable merchandise and compelling promotional events. Our Direct-To-Consumer sales increased 66% over last year and we expect this business to exceed $25 million in sales

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Stage Stores Reports

Third Quarter Earnings

Page - 2

 for the year. In addition, our new store growth continued as we opened ten traditional stores and nine Steele's stores."

Mr. Glazer concluded, "Our outlook remains optimistic and we have confidence that our momentum will continue in the fourth quarter.  Our new loyalty program with significantly enhanced benefits should certainly excite our private label credit card holders.  In collaboration with our partner, Alliance Data, we just reissued new cards to more than 2 million customers.  In addition, we have strong marketing campaigns and in-store initiatives planned for the fourth quarter, including some of our most exciting and compelling holiday offers and deals ever.  For the first time, our stores will be open on Thanksgiving night from 8:00 p.m. to midnight.  We will reopen our stores at 6:00 a.m. on Black Friday with continued door busters, deals and prizes."

Updated Full Year 2012 Outlook

As a result of its better than projected performance over the first three quarters of the year, the Company has raised its comparable store sales and EPS guidance ranges for the full year.  The Company expects that comparable store sales for the year will be in a range of 4.5% to 5.5%. EPS, excluding the $0.06 one-time charge, is projected to be between $1.20 and $1.28.  Compared to last year's EPS of $0.92, the current outlook represents a year-over-year EPS increase of 30% to 39%.

The Company noted that, beginning in fiscal 2013, it will no longer report monthly sales.  The Company will report its sales on a quarterly basis at the same time that it reports its quarterly results.

	FY 2012 OUTLOOK			FY 2011
Sales ($mm)	$1,633	-	$1,646	$1,512
Diluted EPS	$1.20	-	$1.28	$0.92
Diluted Shares (m)	32,037			33,278

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Stage Stores Reports

Third Quarter Earnings

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 703-639-1356.  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 Investor Relations, then Webcasts and then the webcast link.  A replay of the conference call will be available online until midnight on Friday, November 30, 2012.

About Stage Stores

Stage Stores, Inc. operates primarily in small and mid-sized towns and communities.  Its stores, which operate under the Bealls, Goody's, Palais Royal, Peebles, Stage and Steele's names, offer moderately priced, nationally recognized brand name apparel, accessories, cosmetics and footwear for the entire family. The Company operates 866 stores in 40 states.  The Company also has an eCommerce website.  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 expectations for sales, comparable store sales, EPS and diluted share count for the 2012 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 28, 2012, 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 per share data)
(Unaudited)
	Thirteen Weeks Ended
	October 27, 2012					October 29, 2011
	Amount		% to Sales (1)			Amount		% to Sales (1)
Net sales	$	370,583		100.0	%	$	333,508		100.0	%
Cost of sales and related buying, occupancy and distribution expenses		290,719		78.4	%		262,345		78.7	%
Gross profit		79,864		21.6	%		71,163		21.3	%
Selling, general and administrative expenses		92,472		25.0	%		86,994		26.1	%
Store opening costs		1,629		0.4	%		1,578		0.5	%
Interest expense, net of income of $0 and $0, respectively		568		0.2	%		1,015		0.3	%
Income before income tax		(14,805)		-4.0	%		(18,424)		-5.5	%
Income tax expense		(5,947)		-1.6	%		(7,118)		-2.1	%
Net loss	$	(8,858)		-2.4	%	$	(11,306)		-3.4	%
Basic and diluted earnings per share data:
Basic earnings per share	$	(0.28)				$	(0.36)
Basic weighted average shares outstanding		31,558					31,139
Diluted earnings per share	$	(0.28)				$	(0.36)
Diluted weighted average shares outstanding		31,558					31,139
(1) Percentages may not foot due to rounding.

Stage Stores, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Thirty-Nine Weeks Ended
	October 27, 2012					October 29, 2011
	Amount		% to Sales (1)			Amount			% to Sales (1)
Net sales	$	1,117,901		100.0	%	$	1,032,823			100.0	%
Cost of sales and related buying, occupancy and distribution expenses		829,024		74.2	%		772,583			74.8	%
Gross profit		288,877		25.8	%		260,240			25.2	%
Selling, general and administrative expenses		279,959		25.0	%		256,671			24.9	%
Store opening costs		3,157		0.3	%		5,218			0.5	%
Interest expense, net of income of $0 and $24, respectively		2,350		0.2	%		2,806			0.3	%
Income before income tax		3,411		0.3	%		(4,455	)		-0.4	%
Income tax expense		1,025		0.1	%		(2,701	)		-0.3	%
Net income (loss)	$	2,386		0.2	%	$	(1,754	)		-0.2	%
Basic and diluted earnings per share data:
Basic earnings per share	$	0.08				$	(0.05	)
Basic weighted average shares outstanding		31,035					33,885
Diluted earnings per share	$	0.08				$	(0.05	)
Diluted weighted average shares outstanding		31,301					33,885

(1) Percentages may not foot due to rounding.

Stage Stores, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
(Unaudited)
	October 27, 2012			January 28, 2012
ASSETS
Cash and cash equivalents	$	37,420		$	18,621
Merchandise inventories, net		510,815			347,944
Prepaid expenses and other current assets		20,893			33,434
Total current assets		569,128			399,999
Property, equipment and leasehold improvements, net		296,845			300,717
Intangible asset		14,910			14,910
Other non-current assets, net		21,538			19,713
Total assets	$	902,421		$	735,339
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	250,864		$	106,022
Current portion of debt obligations		727			13,782
Accrued expenses and other current liabilities		79,804			66,495
Total current liabilities		331,395			186,299
Long-term debt obligations		33,277			35,721
Other long-term liabilities		109,305			100,613
Total liabilities		473,977			322,633
Commitments and contingencies
Common stock, par value $0.01, 100,000 shares authorized,
31,851 and 30,444 shares issued, respectively		319			304
Additional paid-in capital		371,417			349,366
Less treasury stock - at cost, 4 and 0 shares, respectively		(988	)		(835	)
Accumulated other comprehensive loss		(4,556	)		(4,748	)
Retained earnings		62,252			68,619
Total stockholders' equity		428,444			412,706
Total liabilities and stockholders' equity	$	902,421		$	735,339

Stage Stores, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
	Thirty-Nine Weeks Ended
	October 27, 2012			October 29, 2011
Cash flows from operating activities:
Net income (loss)	$	2,386		$	(1,754	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization, and impairment of long-lived assets		44,894			46,027
Loss on retirements of property and equipment		-			123
Deferred income taxes		(98	)		(28	)
Tax (deficiency) benefit from stock-based compensation		(1,391	)		774
Stock-based compensation expense		5,459			6,354
Amortization of debt issuance costs		353			251
Excess tax benefits from stock-based compensation		(851	)		(1,252	)
Deferred compensation obligation		92			114
Amortization of employee benefit related costs		310			118
Construction allowances from landlords		4,133			4,487
Changes in operating assets and liabilities:
Increase in merchandise inventories		(162,871	)		(122,136	)
Decrease (increase) in other assets		10,262			(1,786	)
Increase in accounts payable and other liabilities		157,379			83,093
Total adjustments		57,671			16,139
Net cash provided by operating activities		60,057			14,385
Cash flows from investing activities:
Additions to property, equipment and leasehold improvements		(35,610	)		(33,166	)
Proceeds from retirements of property and equipment		-			122
Net cash used in investing activities		(35,610	)		(33,044	)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings		262,620			160,100
Payments of revolving credit facility borrowings		(259,620	)		(82,100	)
Payments of long-term debt obligations		(18,499	)		(10,043	)
Payments of debt issuance costs		-			(1,149	)
Repurchases of common stock		(583	)		(110,692	)
Proceeds from exercise of stock awards		18,336			7,139
Excess tax benefits from stock-based compensation		851			1,252
Cash dividends paid		(8,753	)		(8,256	)
Net cash used in financing activities		(5,648	)		(43,749	)
Net increase (decrease) in cash and cash equivalents		18,799			(62,408	)
Cash and cash equivalents:
Beginning of period		18,621			89,349
End of period	$	37,420		$	26,941