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

August 21, 2014

(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 August 21, 2014, Stage Stores, Inc. (the “Company”) issued a News Release reporting its unaudited financial results for the second quarter of fiscal 2014 and updating its guidance for fiscal 2014.

The News Release included “non-GAAP financial measures,” as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229). Specifically, the following non-GAAP financial measures were included: (i) adjusted income from continuing operations; and (ii) adjusted diluted earnings per share from continuing operations. The non-GAAP financial measures exclude from the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), pre-tax charges of approximately $4.1 million, or $0.12 per diluted share, incurred during the second quarter of fiscal 2013, and approximately $10.2 million, or $0.31 per diluted share, incurred during the first half of fiscal 2013, in connection with the consolidation of the Company's Houston, Texas office and its former South Hill, Virginia office. The News Release posted in the Investor Relations section of the Company's website contains a presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and a reconciliation of the difference between the non-GAAP financial measures and the most directly comparable financial measures calculated and presented in accordance with GAAP.

Management believes this supplemental financial information enhances an investor's understanding of the Company's financial performance as it excludes those items which impact comparability of operating trends.  The non-U.S. GAAP financial information should not be considered in isolation or viewed as a substitute for net income, cash flow from operations or other measures of performance as defined by U.S. GAAP.  Moreover, non-U.S. GAAP financial information as reported by the Company is not necessarily comparable to other similarly titled measures of other companies due to the potential inconsistencies in the method of presentation and items considered.  

Attached as Exhibit 99.1 to this Form 8-K is a copy of the News Release, including information concerning forward-looking statements and factors that may affect the Company's future results. The information in Exhibit 99.1 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. By furnishing the information in this Form 8-K and the attached exhibits, the Company is making no admission as to the materiality of any information in this Form 8-K or the exhibits.

Item 8.01Other Events

On August 22, 2014, the Company issued a News Release announcing that its Board of Directors declared a quarterly cash dividend of $0.14 per share on the Company’s common stock, payable on September 17, 2014 to shareholders of record at the close of business on September 2, 2014. Attached as Exhibit 99.2 to this Form 8-K is a copy of the News Release.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1 Stage Stores, Inc. News Release dated August 21, 2014.

99.2 Stage Stores, Inc. News Release dated August 22, 2014.

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.
August 26, 2014	/s/ Oded Shein
(Date)	Oded Shein
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACT:

Bob Aronson

Vice President, Investor Relations

800-579-2302

(baronson@stagestores.com)

FOR IMMEDIATE RELEASE

Stage Stores Reports Second Quarter Results

HOUSTON, TX, August 21, 2014 -- Stage Stores, Inc. (NYSE: SSI) today reported financial results for the second quarter ended August 2, 2014.

Total sales were $377 million. Comparable store sales decreased 4.2%. The Company reported net income of $11.2 million, or $0.35 per diluted share, versus EPS of $0.29 for the second quarter of the prior year period. On an adjusted basis, EPS from continuing operations in the 2013 second quarter was $0.45.

Michael Glazer, President and Chief Executive Officer, stated, “We found the second quarter to be challenging, but we were encouraged that our sales trend improved towards the end of the quarter. We were pleased with the performance of our back-to-school categories as well as cosmetics, which delivered another strong quarterly performance. We managed our merchandise margins and inventory well and feel good about forward looking inventory levels and content. We expect improved second half results given our sales driving initiatives.”

Reported Results

The Company reported earnings of $11.2 million, or $0.35 per diluted share, for the second quarter. For the prior year’s second quarter, including discontinued operations and one-time items, the Company reported earnings of $9.6 million, or $0.29 per diluted share. The prior year’s quarterly earnings include results from the Steele’s division, which was sold on March 7, 2014.

For the first six months of the fiscal year, comparable store sales decreased 2.2%. The net loss for the first half of 2014, including discontinued operations, was $7.6 million, or $0.24 per share, compared to net income of $2.8 million, or $0.08 per diluted share, in the comparable prior year period.

--more--

Stage Stores Reports

Second Quarter Results

Page - 2

Revised Full Year 2014 Guidance

Comparable store sales for the second half of the year are now expected to be in the range of flat to positive 2.0%. EPS guidance for the full year from continuing operations is now expected to be in the range of $1.05 - $1.15.

	FY 2014 OUTLOOK*			FY 2013*
Sales ($mm)	$1,610	—	$1,625	$1,610
Adjusted EPS	$1.05	—	$1.15	1.22**
Diluted Shares (m)	32,240			32,765

*From continuing operations.

        **Adjusted to exclude one-time items.

Conference Call Information

The Company will hold a conference call today at 8:30 a.m. Eastern Time to discuss its second quarter results. Interested parties can participate in the Company’s conference call by dialing 703-639-1358. 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, August 29, 2014.

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 and Stage names, offer moderately priced, nationally recognized brand name apparel, accessories, cosmetics and footwear for the entire family. The Company currently operates 849 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

--more--

Stage Stores Reports

Second Quarter Results

Page - 3

include comments regarding the Company’s sales, EPS and diluted share count outlooks for the 2014 fiscal year. Forward-looking statements also include comments regarding the Company’s out look for comparable store sales for the second half of the 2014 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 April 2, 2014, 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
	August 2, 2014				August 3, 2013
	Amount		% to Sales (1)		Amount			% to Sales (1)
Net sales	$	377,446	100.0	%	$	389,991		100.0	%
Cost of sales and related buying, occupancy and distribution expenses	265,106		70.2	%	274,416			70.4	%
Gross profit	112,340		29.8	%	115,575			29.6	%
Selling, general and administrative expenses	93,108		24.7	%	97,489			25.0	%
Store opening costs	224		0.1	%	122			—	%
Interest expense	755		0.2	%	708			0.2	%
Income from continuing operations before income tax	18,253		4.8	%	17,256			4.4	%
Income tax expense	7,061		1.9	%	6,424			1.6	%
Income from continuing operations	11,192		3.0	%	10,832			2.8	%
Loss from discontinued operations, net of tax benefit of $0 and $715, respectively	—		—	%	(1,225		)	(0.3	)%
Net income	$	11,192	3.0	%	$	9,607		2.5	%
Basic earnings (loss) per share data:
Continuing operations	$	0.35			$	0.33
Discontinued operations	—				(0.04		)
Basic earnings per share	$	0.35			$	0.29
Basic weighted average shares outstanding	31,757				32,762
Diluted earnings (loss) per share data:
Continuing operations	$	0.35			$	0.33
Discontinued operations	—				(0.04		)
Diluted earnings per share	$	0.35			$	0.29
Diluted weighted average shares outstanding	31,825				33,073
(1) Percentages may not foot due to rounding.

Stage Stores, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Twenty-Six Weeks Ended
	August 2, 2014					August 3, 2013
	Amount			% to Sales (1)		Amount			% to Sales (1)
Net sales	$	749,486		100.0	%	$	762,094		100.0	%
Cost of sales and related buying, occupancy and distribution expenses	559,205			74.6	%	556,890			73.1	%
Gross profit	190,281			25.4	%	205,204			26.9	%
Selling, general and administrative expenses	189,162			25.2	%	195,436			25.6	%
Store opening costs	1,032			0.1	%	1,097			0.1	%
Interest expense	1,479			0.2	%	1,294			0.2	%
Income (loss) from continuing operations before income tax	(1,392		)	(0.2	)%	7,377			1.0	%
Income tax expense (benefit)	(538		)	(0.1	)%	2,733			0.4	%
Income (loss) from continuing operations	(854		)	(0.1	)%	4,644			0.6	%
Loss from discontinued operations, net of tax benefit of $4,257 and $1,114 respectively	(6,748		)	(0.9	)%	(1,893		)	(0.2	)%
Net income (loss)	$	(7,602	)	(1.0	)%	$	2,751		0.4	%
Basic earnings (loss) per share data:
Continuing operations	$	(0.03	)			$	0.14
Discontinued operations	(0.21		)			(0.06		)
Basic earnings (loss) per share	$	(0.24	)			$	0.08
Basic weighted average shares outstanding	31,624					32,534
Diluted earnings (loss) per share data:
Continuing operations	$	(0.03	)			$	0.14
Discontinued operations	(0.21		)			(0.06		)
Diluted earnings (loss) per share	$	(0.24	)			$	0.08
Diluted weighted average shares outstanding	31,624					32,908
(1) Percentages may not foot due to rounding.

Stage Stores, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value)

(Unaudited)

	August 2, 2014			February 1, 2014
ASSETS
Cash and cash equivalents	$	26,094		$	14,762
Merchandise inventories, net	451,465			434,407
Prepaid expenses and other current assets	48,368			40,082
Total current assets	525,927			489,251
Property, equipment and leasehold improvements, net	280,903			282,534
Intangible asset	14,910			14,910
Other non-current assets, net	24,112			24,142
Total assets	$	845,852		$	810,837
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	125,480		$	125,707
Accrued expenses and other current liabilities	69,796			69,549
Total current liabilities	195,276			195,256
Long-term debt obligations	107,415			60,871
Other long-term liabilities	96,666			100,266
Total liabilities	399,357			356,393
Commitments and contingencies	—			—
Common stock, par value $0.01, 100,000 shares authorized, 31,789 and 31,222 shares issued, respectively	318			312
Additional paid-in capital	391,678			384,295
Less treasury stock - at cost, 0 and 0 shares, respectively	(855		)	(967		)
Accumulated other comprehensive loss	(4,493		)	(4,616		)
Retained earnings	59,847			75,420
Total stockholders' equity	446,495			454,444
Total liabilities and stockholders' equity	$	845,852		$	810,837

Stage Stores, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Twenty-Six Weeks Ended
	August 2, 2014			August 3, 2013
Cash flows from operating activities:
Net income (loss)	$	(7,602	)	$	2,751
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation, amortization and impairment of long-lived assets	31,261			30,664
Loss on retirements of property, equipment and leasehold improvements	655			261
Deferred income taxes	(262		)	70
Tax benefit from stock-based compensation	126			1,779
Stock-based compensation expense	4,436			4,025
Amortization of debt issuance costs	150			129
Excess tax benefits from stock-based compensation	(826		)	(1,998		)
Deferred compensation obligation	(112		)	197
Amortization of employee benefit related costs	199			305
Construction allowances from landlords	2,756			1,418
Changes in operating assets and liabilities:
Increase in merchandise inventories	(17,058		)	(28,322		)
Increase in other assets	(8,416		)	(11,764		)
Decrease in accounts payable and other liabilities	(7,396		)	(344		)
Total adjustments	5,513			(3,580		)
Net cash used in operating activities	(2,089		)	(829		)
Cash flows from investing activities:
Additions to property, equipment and leasehold improvements	(30,286		)	(29,937		)
Proceeds from disposal of assets	1,448			11
Net cash used in investing activities	(28,838		)	(29,926		)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings	227,365			214,725
Payments of revolving credit facility borrowings	(179,600		)	(169,650		)
Payments of long-term debt obligations	(1,412		)	(363		)
Payments of debt issuance costs	—			(125		)
Payments for stock related compensation	(1,989		)	(2,165		)
Proceeds from exercise of stock awards	5,040			9,949
Excess tax benefits from stock-based compensation	826			1,998
Cash dividends paid	(7,971		)	(7,405		)
Net cash provided by financing activities	42,259			46,964
Net increase in cash and cash equivalents	11,332			16,209
Cash and cash equivalents:
Beginning of period	14,762			17,937
End of period	$	26,094		$	34,146

Stage Stores, Inc.

Reconciliation of Non-GAAP Financial Measures

(in thousands, except earnings per share)

(Unaudited)

	Thirteen Weeks Ended				Twenty-Six Weeks Ended
	August 2, 2014		August 3, 2013		August 2, 2014			August 3, 2013
Net income (loss):
On a U.S. GAAP basis	$	11,192	$	9,607	$	(7,602	)	$	2,751
Loss from discontinued operations	—		1,225		6,748			1,893
Income (loss) from continuing operations	11,192		10,832		(854		)	4,644
South Hill Consolidation related charges, net of tax of $2,367 and $5,983, respectively	—		4,104		—			10,166
On a non-U.S. GAAP basis	$	11,192	$	14,936	$	(854	)	$	14,810
Diluted earnings (loss) per share:
On a U.S. GAAP basis	$	0.35	$	0.29	$	(0.24	)	$	0.08
Loss from discontinued operations	—		0.04		0.21			0.06
Income (loss) from continuing operations	0.35		0.33		(0.03		)	0.14
South Hill Consolidation related charges	—		0.12		—			0.31
On a non-U.S. GAAP basis	$	0.35	$	0.45	$	(0.03	)	$	0.45

EX-99.2

Exhibit 99.2

NEWS RELEASE

CONTACT:

Bob Aronson

Vice President, Investor Relations

800-579-2302

(baronson@stagestores.com)

FOR IMMEDIATE RELEASE

Stage Stores Board Declares Quarterly Cash Dividend

HOUSTON, TX, August 22, 2014 - Stage Stores, Inc. (NYSE: SSI) today announced that its Board of Directors has declared a quarterly cash dividend of 14.0 cents per share on the Company’s common stock, payable on September 17, 2014 to shareholders of record at the close of business on September 2, 2014.

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 and Stage names, offer moderately priced, nationally recognized brand name apparel, accessories, cosmetics and footwear for the entire family. The Company operates 849 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.

####