10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 29, 2017

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 1-14035

Stage Stores, Inc.

(Exact name of registrant as specified in its charter)

NEVADA  (State or other jurisdiction of incorporation or organization)	91-1826900  (I.R.S. Employer Identification No.)
2425 West Loop South, Houston, Texas  (Address of principal executive offices)	77027  (Zip Code)

(800) 579-2302

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	þ
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of August 31, 2017, there were 27,594,070 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS
PART I  FINANCIAL INFORMATION
			Page No.
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets
		July 29, 2017 and January 28, 2017	3
		Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
		Three and Six Months Ended July 29, 2017 and July 30, 2016	4
	Condensed Consolidated Statements of Cash Flows
		Six Months Ended July 29, 2017 and July 30, 2016	5
	Condensed Consolidated Statement of Stockholders' Equity
		Six Months Ended July 29, 2017	6
		Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		26
Item 4.	Controls and Procedures		26
PART II  OTHER INFORMATION
Item 1.	Legal Proceedings		27
Item 1A.	Risk Factors		27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3.	Defaults Upon Senior Securities		29
Item 4.	Mine Safety Disclosures		29
Item 5.	Other Information		29
Item 6.	Exhibits		30
SIGNATURES			31

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

Stage Stores, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value)

(Unaudited)

	July 29, 2017			January 28, 2017
ASSETS
Cash and cash equivalents	$	26,132		$	13,803
Merchandise inventories, net	460,405			409,384
Prepaid expenses and other current assets	62,357			41,574
Total current assets	548,894			464,761
Property, equipment and leasehold improvements, net of accumulated depreciation of $721,472 and $697,087, respectively	269,977			284,110
Intangible assets	17,135			15,235
Other non-current assets, net	23,925			22,883
Total assets	$	859,931		$	786,989
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	126,904		$	101,985
Accrued expenses and other current liabilities	73,804			66,685
Total current liabilities	200,708			168,670
Long-term debt obligations	227,385			163,749
Other long-term liabilities	78,209			74,410
Total liabilities	506,302			406,829
Commitments and contingencies
Common stock, par value $0.01, 100,000 shares authorized, 32,766 and 32,340 shares issued, respectively	328			323
Additional paid-in capital	414,524			410,504
Treasury stock, at cost, 5,175 shares, respectively	(43,210		)	(43,286		)
Accumulated other comprehensive loss	(5,385		)	(5,648		)
(Accumulated deficit) retained earnings	(12,628		)	18,267
Total stockholders' equity	353,629			380,160
Total liabilities and stockholders' equity	$	859,931		$	786,989

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Stage Stores, Inc.

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(in thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
Net sales	$	377,081		$	338,385		$	685,688		$	671,135
Cost of sales and related buying, occupancy and distribution expenses	284,140			252,815			530,529			518,578
Gross profit	92,941			85,570			155,159			152,557
Selling, general and administrative expenses	100,643			85,368			189,152			175,512
Interest expense	1,918			1,192			3,504			2,221
Loss before income tax	(9,620		)	(990		)	(37,497		)	(25,176		)
Income tax benefit	(3,362		)	(1,031		)	(12,252		)	(9,757		)
Net (loss) income	$	(6,258	)	$	41		$	(25,245	)	$	(15,419	)
Other comprehensive income:
Amortization of employee benefit related costs, net of tax of $81, $112, $161 and $170, respectively	$	132		$	183		$	263		$	278
Total other comprehensive income	132			183			263			278
Comprehensive (loss) income	$	(6,126	)	$	224		$	(24,982	)	$	(15,141	)
Basic (loss) earnings per share data:
Basic (loss) earnings per share	$	(0.23	)	$	—		$	(0.93	)	$	(0.57	)
Basic weighted average shares outstanding	27,535			27,111			27,401			27,021
Diluted (loss) earnings per share data:
Diluted (loss) earnings per share	$	(0.23	)	$	—		$	(0.93	)	$	(0.57	)
Diluted weighted average shares outstanding	27,535			27,175			27,401			27,021

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Stage Stores, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Six Months Ended
	July 29, 2017			July 30, 2016
Cash flows from operating activities:
Net loss	$	(25,245	)	$	(15,419	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and impairment of long-lived assets	33,177			36,508
(Gain) loss on retirements of property, equipment and leasehold improvements	(528		)	124
Deferred income taxes	5,520			(1,404		)
Tax deficiency from stock-based compensation	—			(3,230		)
Stock-based compensation expense	4,312			6,552
Amortization of debt issuance costs	144			109
Deferred compensation obligation	(76		)	208
Amortization of employee benefit related costs	424			448
Construction allowances from landlords	1,098			6,290
Other changes in operating assets and liabilities:
Increase in merchandise inventories	(19,251		)	(25,121		)
Increase in other assets	(22,188		)	(9,415		)
Increase in accounts payable and other liabilities	30,802			34,069
Net cash provided by operating activities	8,189			29,719
Cash flows from investing activities:
Additions to property, equipment and leasehold improvements	(15,502		)	(57,677		)
Proceeds from insurance and disposal of assets	1,307			1,047
Business acquisition	(36,144		)	—
Net cash used in investing activities	(50,339		)	(56,630		)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings	277,013			253,095
Payments of revolving credit facility borrowings	(211,891		)	(215,700		)
Proceeds from long-term debt obligation	—			5,830
Payments of long-term debt obligations	(4,850		)	(2,785		)
Payments of debt issuance costs	(8		)	—
Payments for stock related compensation	(135		)	(817		)
Cash dividends paid	(5,650		)	(8,321		)
Net cash provided by financing activities	54,479			31,302
Net increase in cash and cash equivalents	12,329			4,391
Cash and cash equivalents:
Beginning of period	13,803			16,487
End of period	$	26,132		$	20,878
Supplemental disclosures including non-cash investing and financing activities:
Interest paid	$	3,324		$	2,136
Income taxes paid	$	247		$	3,091
Unpaid liabilities for capital expenditures	$	5,563		$	4,537

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Stage Stores, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

For the Six Months EndedJuly 29, 2017

(in thousands, except per share data)

(Unaudited)

	Common Stock			Additional Paid-in Capital			Treasury Stock					Accumulated Other Comprehensive Loss			Retained Earnings (Accumulated Deficit)
	Shares	Amount					Shares		Amount									Total
Balance at January 28, 2017	32,340	$	323	$	410,504		(5,175	)	$	(43,286	)	$	(5,648	)	$	18,267		$	380,160
Net loss	—	—		—			—		—			—			(25,245		)	(25,245		)
Other comprehensive income	—	—		—			—		—			263			—			263
Dividends on common stock, $0.20 per share	—	—		—			—		—			—			(5,650		)	(5,650		)
Deferred compensation	—	—		(76		)	—		76			—			—			—
Issuance of equity awards, net	426	5		(5		)	—		—			—			—			—
Tax withholdings paid for net settlement of stock awards	—	—		(211		)	—		—			—			—			(211		)
Stock-based compensation expense	—	—		4,312			—		—			—			—			4,312
Balance at July 29, 2017	32,766	$	328	$	414,524		(5,175	)	$	(43,210	)	$	(5,385	)	$	(12,628	)	$	353,629

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

Stage Stores, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Stage Stores, Inc. and its subsidiary (“we,” “us” or “our”) have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. Those adjustments that are, in the opinion of management, necessary for a fair presentation of the results of the interim periods have been made. Results of operations for such interim periods are not necessarily indicative of the results of operations for a full year due to seasonality and other factors. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto filed with our Annual Report on Form 10-K for the year ended January 28, 2017 (“Form 10-K”).    

References to a particular year are to our fiscal year, which is the 52- or 53-week period ending on the Saturday closest to January 31st of the following calendar year.  For example, a reference to “2017” is a reference to the fiscal year ending February 3, 2018, and “2016” is a reference to the fiscal year ended January 28, 2017. Fiscal years 2017 and 2016 are comprised of 53 weeks and 52 weeks, respectively. References to the “three months endedJuly 29, 2017” and “three months endedJuly 30, 2016” are for the respective 13-week fiscal quarters. References to the “six months endedJuly 29, 2017” and “six months endedJuly 30, 2016” are for the respective 26-week fiscal periods.

On April 7, 2017, we acquired select assets of Gordmans Stores, Inc. and its subsidiaries through a bankruptcy auction (“Gordmans Acquisition”). The results of the GORDMANS branded stores that we operated from April 7, 2017 through July 29, 2017 are included in our condensed consolidated statement of operations for the six months endedJuly 29, 2017 (see Note 8).     

 Recently Adopted Accounting Pronouncements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which modifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and the option to estimate expected forfeitures or recognize forfeitures as they occur. We adopted this standard on a prospective basis in first quarter of 2017. Under the new standard, excess income tax benefits and deficiencies related to awards that vest or settle are recognized in the provision for income taxes as a discrete event in the period in which they occur. Historically, these amounts were reflected within additional paid-in capital on the balance sheet. In addition, upon adoption excess tax benefits are reflected within operating activities in the statements of cash flows, whereas historically these amounts were reflected as a financing activity. Cash paid to tax authorities when shares are withheld from a settlement to satisfy employee tax withholding obligations continue to be classified as a financing activity in the statement of cash flows. We have elected to recognize forfeitures as they occur. The recognition of excess tax benefits and deficiencies may create significant volatility in the provision for income taxes and earnings. We recognized excess tax deficiencies of $0.3 million and $2.0 million in the provision for income taxes for three and six months ended July 29, 2017, respectively. The adoption of the other requirements of this guidance did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on certain specific cash flow issues including proceeds received from the settlement of insurance claims. This guidance requires cash proceeds received from the settlement of insurance claims to be classified on the statement of cash flows on the basis of the related insurance coverage (that is, the nature of the loss). The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted and is to be applied retrospectively. We adopted this guidance in the first quarter of 2017. The adoption of ASU 2016-15 did not have a material impact on our condensed consolidated statements of cash flows.

7

 Recent Accounting Pronouncements Not Yet Adopted. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes most existing revenue recognition guidance in GAAP. The core principle of the guidance is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects what a company expects to be entitled to in exchange for those goods or services. The guidance also requires expanded disclosures regarding revenues. The new revenue standard allows for either a retrospective or cumulative effect transition method of adoption and will be effective for us in the first quarter of fiscal year ending February 2, 2019. Although we continue to evaluate the impact on our revenue recognition and disclosure requirements, based on our analysis thus far, we do not expect the adoption to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize the assets and liabilities that arise from finance and operating leases on the balance sheet. In addition, this guidance requires disclosures about the amount, timing and uncertainty of cash flows arising from leases. The new standard will be effective for us in the first quarter of fiscal year ending February 1, 2020. We are currently evaluating the impact that the adoption of this ASU will have on our consolidated financial statements and we expect that our reported assets and liabilities will significantly increase under the new standard.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires employers that offer or maintain defined benefit plans to disaggregate the service component from the other components of net benefit cost and provides guidance on presentation of the service component and the other components of net benefit cost in the statement of operations. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017. We are currently evaluating the impact that the adoption of ASU 2017-07 will have on our consolidated financial statements.

8

NOTE 2 - STOCK-BASED COMPENSATION

Stock-based compensation expense by type of grant for each period presented was as follows (in thousands):

	Three Months Ended						Six Months Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
Restricted stock units	$	129		$	—		$	202		$	—
Non-vested stock	1,395			2,213			2,903			3,949
Performance shares	735			1,530			1,409			2,603
Total compensation expense	2,259			3,743			4,514			6,552
Related tax benefit	(849		)	(1,408		)	(1,697		)	(2,464		)
Stock-based compensation expense, net of tax	$	1,410		$	2,335		$	2,817		$	4,088

As of July 29, 2017, we have unrecognized compensation cost of $15.4 million related to stock-based compensation awards granted. That cost is expected to be recognized over a weighted average period of 2.3 years.

Stock Appreciation Rights (“SARs”)

Prior to 2012, we granted SARs to our employees, which generally vested 25% annually over a four year period from the grant date. Outstanding SARs expire, if not exercised or forfeited, within seven years from the grant date. Exercised SARs are settled by the issuance of common stock in an amount equal to the increase in share price of our common stock between the grant date and the exercise date.

The following table summarizes SARs activity for the six months endedJuly 29, 2017:

Stock Appreciation Rights	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding, vested and exercisable at January 28, 2017	177,900		$	17.69
Expired	(64,250	)	16.26
Outstanding, vested and exercisable at July 29, 2017	113,650		$	18.50	0.6	$	—

9

Restricted Stock Units (“RSUs”)

We grant RSUs to our employees. These awards vest 25% annually over a four year period from the grant date. Each vested RSU is settled in cash in an amount equal to the fair market value of one share of our common stock on the vesting date, not to exceed five times the per share fair market value of our common stock on the grant date. Unvested RSUs have the right to receive a dividend equivalent payment equal to cash dividends paid on our common stock. RSUs are accounted for as a liability in accordance with accounting guidance for cash settled stock awards. The liability for RSUs is remeasured based on the closing share price of our common stock at each reporting period until the award vests. Compensation expense is recognized ratably over the vesting period and adjusted with changes in the fair value of the liability.

The following table summarizes restricted stock unit activity for the six months endedJuly 29, 2017:

Restricted Stock Units	Number of Units	Weighted Average Grant  Date Fair Value
Outstanding at January 28, 2017	—	$	—
Granted	1,321,250	2.14
Outstanding at July 29, 2017	1,321,250	2.14

The weighted-average grant date fair value for restricted stock units granted during the six months endedJuly 29, 2017 was $2.14.

Non-vested Stock

We grant shares of non-vested stock to our employees and non-employee directors. Non-vested stock awarded to employees vests 25% annually over a four year period from the grant date. Non-vested stock awarded to non-employee directors cliff vests after one year. At the end of the vesting period, non-vested stock converts one-for-one to common stock. Certain non-vested stock awards have shareholder rights, including the right to vote and to receive dividends. The fair value of non-vested stock awards with dividend rights is based on the closing share price of our common stock on the grant date. The fair value of non-vested stock awards that do not have dividend rights is discounted for the present value of expected dividends during the vesting period. Compensation expense is recognized ratably over the vesting period.

The following table summarizes non-vested stock activity for the six months endedJuly 29, 2017:

Non-vested Stock	Number of Shares		Weighted Average Grant  Date Fair Value
Outstanding at January 28, 2017	1,596,410		$	10.22
Granted	668,371		2.21
Vested	(523,462	)	11.56
Forfeited	(21,683	)	9.66
Outstanding at July 29, 2017	1,719,636		6.70

The weighted-average grant date fair value for non-vested stock granted during the six months endedJuly 29, 2017 and July 30, 2016 was $2.21 and $6.95, respectively. The aggregate intrinsic value of non-vested stock that vested during the six months endedJuly 29, 2017 and July 30, 2016, was $1.1 million and $2.6 million, respectively. The payment of the employees’ tax liability for a portion of the vested shares was satisfied by withholding shares with a fair value equal to the tax liability. As a result, the actual number of shares issued during six months endedJuly 29, 2017 was 425,597.

10

Performance Shares

We grant performance shares as a means of rewarding management for our long-term performance based on total shareholder return relative to a specific group of companies over a three-year performance cycle. Performance shares cliff vest following a three-year performance cycle. The actual number of shares that may be earned and issued ranges from zero to a maximum of twice the number of granted shares outstanding on the vesting date. Grant recipients do not have any shareholder rights until the granted shares have been earned and issued. The fair value of performance shares is estimated using a Monte Carlo simulation, based on the expected term of the award, a risk-free rate, expected dividends, expected volatility, and stock price for our common stock and the specified peer group. The expected term is estimated based on the vesting period of the awards, the risk-free rate is based on the yield on U.S. Treasury securities matching the vesting period, and the volatility is based on the historical volatility over the expected term. Compensation expense is recorded ratably over the corresponding vesting period.

The following table summarizes information about the performance shares that were outstanding at July 29, 2017:

Period Granted	Target Shares Outstanding at January 28, 2017	Target Shares Granted	Target Shares Vested	Target Shares Forfeited	Target Shares Outstanding at July 29, 2017	Weighted Average Grant Date Fair Value Per Share
2015	158,490	—	—	—	158,490	$	28.33
2016	330,233	—	—	—	330,233	8.69
2017	—	600,000	—	—	600,000	1.80
Total	488,723	600,000	—	—	1,088,723	7.75

The weighted-average grant date fair value for performance shares granted during the six months endedJuly 29, 2017 and July 30, 2016 was $1.80 and $8.69, respectively. No performance shares vested during the six months endedJuly 29, 2017 and July 30, 2016, respectively.

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NOTE 3 - DEBT OBLIGATIONS

Debt obligations for each period presented consisted of the following (in thousands):

	July 29, 2017		January 28, 2017
Revolving Credit Facility	$	224,824	$	159,702
Finance obligations	2,142		2,708
Other financing	3,469		7,753
Total debt obligations	230,435		170,163
Less: Current portion of debt obligations	3,050		6,414
Long-term debt obligations	$	227,385	$	163,749

We have a $400.0 million senior secured revolving credit facility (“Revolving Credit Facility”) with a seasonal increase to $450.0 million and a $25.0 million letter of credit sublimit. The Revolving Credit Facility matures on December 16, 2021.

We use the Revolving Credit Facility to provide financing for working capital and general corporate purposes, as well as to finance capital expenditures and to support our letter of credit requirements. Borrowings are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the Revolving Credit Facility agreement. Inventory, cash and cash equivalents are pledged as collateral. The daily interest rates are determined by a prime rate or LIBOR, plus an applicable margin, as set forth in the Revolving Credit Facility agreement. For the six months endedJuly 29, 2017, the weighted average interest rate on outstanding borrowings and the average daily borrowings were 2.54% and $215.4 million, respectively.

Letters of credit issued under the Revolving Credit Facility support certain merchandise purchases and collateralize retained risks and deductibles under various insurance programs. At July 29, 2017, outstanding letters of credit totaled approximately $12.3 million. These letters of credit expire within 12 months of issuance, but may be renewed. Excess availability under the Revolving Credit Facility at July 29, 2017 was $90.4 million.

The Revolving Credit Facility agreement contains covenants which, among other things, restrict, based on required levels of excess availability, (i) the amount of additional debt or capital lease obligations, (ii) the payment of dividends to $30 million in a fiscal year, and (iii) the repurchase of common stock under certain circumstances. The agreement also contains a fixed charge coverage ratio covenant in the event excess availability is below a defined threshold or an event of default has occurred. At July 29, 2017, we were in compliance with all of the debt covenants of the Revolving Credit Facility agreement and we expect to remain in compliance.

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NOTE 4 - EARNINGS PER SHARE

The following tables show the computation of basic and diluted (loss) earnings per common share for each period presented (in thousands, except per share amounts):

	Three Months Ended					Six Months Ended
	July 29, 2017			July 30, 2016		July 29, 2017			July 30, 2016
Basic:
Net (loss) income	$	(6,258	)	$	41	$	(25,245	)	$	(15,419	)
Less: Allocation of earnings to participating securities	(51		)	—		(202		)	—
Net (loss) income allocated to common shares	(6,309		)	41		(25,447		)	(15,419		)
Basic weighted average shares outstanding	27,535			27,111		27,401			27,021
Basic (loss) earnings per share	$	(0.23	)	$	—	$	(0.93	)	$	(0.57	)
	Three Months Ended					Six Months Ended
	July 29, 2017			July 30, 2016		July 29, 2017			July 30, 2016
Diluted:
Net (loss) income	$	(6,258	)	$	41	$	(25,245	)	$	(15,419	)
Less: Allocation of earnings to participating securities	(51		)	—		(202		)	—
Net (loss) income allocated to common shares	(6,309		)	41		(25,447		)	(15,419		)
Basic weighted average shares outstanding	27,535			27,111		27,401			27,021
Add: Dilutive effect of stock awards	—			64		—			—
Diluted weighted average shares outstanding	27,535			27,175		27,401			27,021
Diluted (loss) earnings per share	$	(0.23	)	$	—	$	(0.93	)	$	(0.57	)

The number of shares attributable to SARs and non-vested stock grants that would have been considered dilutive securities, but were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive were as follows (in thousands):

	Three Months Ended		Six Months Ended
	July 29, 2017	July 30, 2016	July 29, 2017	July 30, 2016
Number of anti-dilutive shares due to net loss for the period	—	—	—	53
Number of anti-dilutive SARs due to exercise price greater than average market price of our common stock	119	194	138	203

NOTE 5 - STOCKHOLDERS’ EQUITY

On August 17, 2017, our Board of Directors (“Board”) declared a quarterly cash dividend of $0.05 per share of common stock, payable on September 13, 2017 to shareholders of record at the close of business on August 29, 2017.

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NOTE 6 - PENSION PLAN

We sponsor a frozen defined benefit pension plan. The components of net periodic pension cost were as follows (in thousands):

	Three Months Ended						Six Months Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
Employer service cost	$	120		$	99		$	245		$	170
Interest cost	363			400			727			798
Expected return on plan assets	(412		)	(422		)	(815		)	(875		)
Net loss amortization	213			295			424			448
Net periodic pension cost	$	284		$	372		$	581		$	541

Our funding policy is to make contributions to maintain the minimum funding requirements for our pension obligations in accordance with the Employee Retirement Income Security Act. We may elect to contribute additional amounts to maintain a level of funding to minimize the Pension Benefit Guaranty Corporation premium costs or to cover the short-term liquidity needs of the plan in order to maintain current invested positions. We contributed $0.1 million during the six months endedJuly 29, 2017, and we expect to contribute an additional $0.8 million in 2017.

NOTE 7 - FAIR VALUE MEASUREMENTS

We recognize or disclose the fair value of our financial and non-financial assets and liabilities on a recurring and non-recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we assume the highest and best use of the asset by market participants in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability.

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and base the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 –	Quoted prices in active markets for identical assets or liabilities.
Level 2 –	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 –	Inputs that are both unobservable and significant to the overall fair value measurement reflect our estimates of assumptions that market participants would use in pricing the asset or liability.

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Financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

	July 29, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other assets:
Securities held in grantor trust for deferred compensation plans (a)(b)	$	19,019	$	19,019	$	—	$	—
	January 28, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other assets:
Securities held in grantor trust for deferred compensation plans (a)(b)	$	18,094	$	18,094	$	—	$	—

^(a) The liability for the amount due to participants corresponding in value to the securities held in the grantor trust is recorded in other long-term liabilities.

^(b) Using the market approach, the fair values of these items represent quoted market prices multiplied by the quantities held. Net gains and losses related to the changes in fair value in the assets and liabilities under the various deferred compensation plans are recorded in selling, general and administrative expenses and were nil for the six months endedJuly 29, 2017 and for the fiscal year ended January 28, 2017.

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Non-financial assets measured at fair value on a nonrecurring basis were as follows (in thousands):

	July 29, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Store property, equipment and leasehold improvements (a)	$	251	$	—	$	—	$	251
	January 28, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Store property, equipment and leasehold improvements (a)	$	8,795	$	—	$	—	$	8,795

^(a) Using an undiscounted cash flow model, we evaluate the cash flow trends of our stores at least annually and when events or changes in circumstances, such as a store closure, indicate that property, equipment and leasehold improvements may not be fully recoverable. When a store’s projected undiscounted cash flows indicate its carrying value may not be recoverable, we use a discounted cash flow model, with a 10% discount rate, to estimate the fair value of the underlying long-lived assets. An impairment write-down is recorded if the carrying value of a long-lived asset exceeds its fair value. Key assumptions in estimating future cash flows include, among other things, expected future operating performance, including expected closure date and lease term, and changes in economic conditions. We believe estimated future cash flows are sufficient to support the carrying value of our long-lived assets. Significant changes in the key assumptions used in our cash flow projections may result in additional asset impairments. For the six months endedJuly 29, 2017 and fiscal year 2016, we recognized impairment charges of $0.2 million and $19.9 million respectively. Impairment charges are recorded in cost of sales and related buying, occupancy and distribution expenses.

Due to the short-term nature of cash and cash equivalents, payables and short-term debt obligations, the carrying value approximates the fair value of these instruments. In addition, we believe that the Revolving Credit Facility obligation approximates its fair value because interest rates are adjusted daily based on current market rates.

NOTE 8 - GORDMANS ACQUISITION

On April 7, 2017, we acquired select assets of Gordmans Stores, Inc. and its subsidiaries (collectively, the “Sellers”) through a bankruptcy auction. The terms of the transaction agreement required us to take assignment of a minimum of 50 of the Sellers’ store leases, with rights to take assignment of the leases for an additional seven stores and a distribution center. We also acquired all of the Sellers’ inventory, furniture, fixtures and equipment at the 57 store locations and distribution center, as well as the trademarks and other intellectual property of the Sellers. The GORDMANS branded stores, which we intend to operate as an off-price concept, add scale to our business, while allowing us to leverage strategic synergies and our current infrastructure. The acquisition also brings beneficial geographic and customer diversification.

The purchase price was finalized and we completed the lease assignments in the second quarter 2017. The purchase price for the inventory and other assets acquired from the Sellers was approximately $36.1 million, all of which was paid during the six months endedJuly 29, 2017 using existing cash and availability under our Revolving Credit Facility. We took assignment of 55 of the 57 store locations and the distribution center. We also entered into new leases for 3 former Gordmans store locations, of which, two were opened in the second quarter 2017 and one opened in August 2017.

The estimated fair values of the assets acquired at the acquisition date, which are provisional pending the final valuation, were as follows (in thousands):

	April 7, 2017
Inventory	$	31,770
Property, plant and equipment and other assets	4,374
Total	$	36,144

We recognized $2.9 million and $9.2 million of acquisition and integration related costs in selling, general and administrative expenses for the three and six months endedJuly 29, 2017, respectively.

Net sales included in our condensed consolidated statements of operations from the GORDMANS branded stores that we operated were $55.5 million and $71.8 million for the three and six months endedJuly 29, 2017, respectively.

Pro forma net sales and earnings for the three and six months ended July 29, 2017 and July 30, 2016 are not presented due to the impracticability in substantiating this information as the Gordmans Acquisition was limited to select assets and assignment of leases acquired through a bankruptcy auction. Furthermore, the results of operations may be impacted by the Sellers’ liquidation and may not be indicative of future performance.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Concerning Forward-Looking Statements for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (“Act”) provides a safe harbor for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. We wish to take advantage of the “safe harbor” provisions of the Act.

Certain statements in this report are forward-looking statements within the meaning of the Act, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook,” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy.

Forward-looking statements are based upon a number of assumptions and factors concerning future conditions that may ultimately prove to be inaccurate and could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements that are made herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors. These factors include, but are not limited to, the ability for us to maintain normal trade terms with vendors, the ability for us to comply with the various covenant requirements contained in the Revolving Credit Facility agreement, the demand for apparel, and other factors. The demand for apparel and sales volume can be affected by significant changes in economic conditions, including an economic downturn, employment levels in our markets, consumer confidence, energy and gasoline prices, the value of the Mexican peso, and other factors influencing discretionary consumer spending. Other factors affecting the demand for apparel and sales volume include unusual weather patterns, an increase in the level of competition in our market areas, competitors’ marketing strategies, changes in fashion trends, changes in the average cost of merchandise purchased for resale, availability of product on normal payment terms and the failure to achieve the expected results of our merchandising and marketing plans as well as our store opening or relocation plans. Additional assumptions, factors and risks concerning future conditions are discussed in the Risk Factors section of the Form 10-K, and may be discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Most of these factors are difficult to predict accurately and are generally beyond our control.

Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although management believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Readers should carefully review the Form 10-K in its entirety including, but not limited to, our financial statements and the notes thereto and the risks and uncertainties described in Part I, Item 1A (Risk Factors) of the Form 10-K. This report should be read in conjunction with the Form 10-K, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements whether as a result of new information, future events or otherwise. Readers are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.

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For purposes of the following discussion, all references to the “second quarter 2017” and the “second quarter 2016” are for the 13-week fiscal periods ended July 29, 2017 and July 30, 2016, respectively, and all references to “year-to-date 2017” and “year-to-date 2016” are for the 26-week fiscal periods ended July 29, 2017 and July 30, 2016, respectively.

The financial information, discussion and analysis that follow should be read in conjunction with our consolidated financial statements and the related notes included in this Form 10-Q as well as the financial and other information included in the Form 10-K.

Our Business

We are a leading retailer of trend-right, moderately priced, name-brand apparel, accessories, cosmetics, footwear and home goods. As of July 29, 2017, we operated in 42 states through 793 BEALLS, GOODY’S, PALAIS ROYAL, PEEBLES and STAGE specialty department stores and 57 GORDMANS off-price stores, as well as an e-commerce website. Our specialty department stores are predominantly located in small towns and rural communities. Our GORDMANS off-price stores are predominantly located in mid-sized, non-rural Midwest markets.

Results of Operations

Select financial results for the second quarter 2017 were as follows (comparisons are to the second quarter 2016):

• Completed the Gordmans Acquisition and operated 57 GORDMANS branded stores by the end of the second quarter 2017.

• Net sales increased $38.7 million, or 11.4%.

• Comparable sales decreased 3.6%.

• Gross profit increased $7.4 million, or 8.6%.

• Selling, general and administrative (“SG&A”) expenses increased $15.3 million, or 17.9%.

• Diluted loss per common share was $0.23, compared with $0.00.

• Adjusted (non-GAAP) diluted loss per common share was $0.15, compared with adjusted (non-GAAP) diluted earnings per common share of $0.03 (see the reconciliation of non-GAAP financial measures on page 21).

• Paid cash dividends of $1.5 million, or $0.05 per common share.

2017 Outlook and Strategy

While the retail environment continues to be challenging, comparable sales improved sequentially to down 3.6% for the second quarter 2017 from down 9.6% for the first quarter 2017. The 600 basis point improvement includes positive comparable sales for July and is attributable to traction from several key initiatives as well as positive macroeconomic trends in many of our markets. For the second quarter 2017, comparable sales in our stores in Texas, Oklahoma, Louisiana and New Mexico, which are impacted by the energy sector and include our stores near the Mexican border, slightly outperformed the balance of our chain. These four states account for more than half of our comparable sales. Factors, such as an increase in oil drilling rigs, other retailers closing stores and a relatively stronger Mexican peso also contributed to the improvement in comparable sales.

For the remainder of 2017, we anticipate that the promotional environment will remain competitive and traffic will continue to be constrained. With these expectations, we are acutely focused on effectively managing our promotional levels, expenses and inventory.

During the year-to-date 2017, we made progress on our Jump Start Plan key strategic initiatives, which are to:

•Continue building our e-commerce business, with further enhancements to the site design and functionality, improved mobile capabilities, additional digital marketing, expanded assortments, and investments in our supply chain. These efforts contributed to strong double-digit e-commerce growth for second quarter 2017 and the year-to-date 2017. In the third quarter 2017, we plan to introduce online ordering from within our stores, giving guests access to a virtual 100,000 square foot store.

•Invigorate merchandise with a more frequent flow of new items, an emphasis on style and value, and an expanded gift selection. We have been building more liquidity into our merchandise plans and editing less productive categories, which will enable us to increase our emphasis on key categories where we believe we can achieve substantial gains, including beauty, plus sizes, gifts and women’s updated and contemporary apparel. In addition, we expect to be able to add more off-price buys into our specialty department stores.

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•Build on beauty, with plans to add smaller Estee Lauder and Clinique counters to 32 stores and launch an approximately 600 square foot expanded beauty concept in 150 stores. We are also expanding assortments within beauty, bath and body across the store base.

•Improve merchandise margin by increasing average unit retail price, eliminating overlapping coupons, enhancing seasonal transitions and adding off-price buys.

•Improve our relationship with our customers by communicating through the channels she uses most often and engaging her through our loyalty programs, which have grown to 6 million members. This includes shifting to more digital and email marketing and emphasizing that she can “Find something new at Stage” in our marketing. In July, we relaunched the value proposition for our Style Circle Rewards^® loyalty program and private label credit card in conjunction with launching the gRewards^TM loyalty program and private label credit card for the GORDMANS branded stores.

•Enhance the shopping experience for our guests by creating a culture of strong customer service and execution through our suggestive selling program, referred to as “Sell One More.” We are also simplifying administrative tasks to enable our store associates to direct their attention on providing exceptional service to our guests.

Additionally, as part of our multi-year plan to exit stores that do not meet our sales productivity and profitability benchmarks, we closed 5 stores during the year-to-date 2017, and we expect to close approximately 20 stores in total in 2017.

In the first quarter 2017, we closed on the Gordmans Acquisition (see Note 8). The GORDMANS branded stores, which we intend to operate as an off-price concept, adds scale to our business, while allowing us to leverage strategic synergies and our current infrastructure. The acquisition also brings beneficial geographic and customer diversification. Since the acquisition through the end of the second quarter 2017, we have finalized the lease assignments, built the merchandising team and completed our technology systems integration.

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Non-GAAP Financial Measures

To provide additional transparency, the following supplemental information reflects our results of operations for the periods presented on a basis in conformity with GAAP and on a non-GAAP basis to show earnings excluding certain items presented below. We believe this supplemental financial information enhances an investor’s understanding of our financial performance as it excludes those items which impact comparability of operating trends. The non-GAAP financial information should not be considered in isolation or viewed as a substitute for net income, cash flow from operations, diluted earnings per common share or other measures of performance as defined by GAAP.  Moreover, the inclusion of non-GAAP financial information as used herein 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. The following tables set forth the supplemental financial information and the reconciliation of GAAP disclosures to non-GAAP financial measures (in thousands, except diluted (loss) earnings per share): 

	Three Months Ended						Six Months Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
Net (loss) income (GAAP)	$	(6,258	)	$	41		$	(25,245	)	$	(15,419	)
Business acquisition costs (pretax)(a)	2,933			—			9,208			—
Store closures, impairments and other strategic initiatives (pretax)(b)	625			513			781			951
Consolidation of corporate headquarters and severance charges associated with workforce reduction (pretax)(c)	—			794			—			904
Income tax impact(d)	(1,359		)	(522		)	(3,806		)	(720		)
Adjusted net (loss) income (non-GAAP)	$	(4,059	)	$	826		$	(19,062	)	$	(14,284	)
Diluted (loss) earnings per share (GAAP)	$	(0.23	)	$	—		$	(0.93	)	$	(0.57	)
Business acquisition costs (pretax)(a)	0.11			—			0.34			—
Store closures, impairments and other strategic initiatives (pretax)(b)	0.02			0.02			0.03			0.04
Consolidation of corporate headquarters and severance charges associated with workforce reduction (pretax)(c)	—			0.03			—			0.03
Income tax impact(d)	(0.05		)	(0.02		)	(0.14		)	(0.03		)
Adjusted diluted (loss) earnings per share (non-GAAP)	$	(0.15	)	$	0.03		$	(0.70	)	$	(0.53	)

^(a) Reflects acquisition and integration costs related to the Gordmans Acquisition.

^(b) Reflects store closing costs related to our strategic store closure plan that was announced in fiscal 2015, which primarily consists of fixture moving costs, lease termination charges and severance, and impairment charges recognized as a result of deteriorating operating performance of our stores. Charges for the three and six months ended July 30, 2016 also include costs related to other strategic initiatives.

^(c) Reflects duplicate rent expense and moving related costs associated with the consolidation of our corporate headquarters into a single location, which was completed in February 2016, and severance charges associated with workforce reductions. 

^(d) Taxes were allocated based on the estimated annual effective tax rate, excluding the impact of the stock-based compensation tax deficiency discreet item.

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Second Quarter 2017 Compared to Second Quarter 2016

The following table sets forth the results of operations for the periods presented (in thousands, except percentages):

	Three Months Ended
	July 29, 2017					July 30, 2016					Change
	Amount			% to Sales (a)		Amount			% to Sales (a)		Amount			%
Net sales	$	377,081		100.0	%	$	338,385		100.0	%	$	38,696		11.4	%
Cost of sales and related buying, occupancy and distribution expenses	284,140			75.4	%	252,815			74.7	%	31,325			12.4	%
Gross profit	92,941			24.6	%	85,570			25.3	%	7,371			8.6	%
Selling, general and administrative expenses	100,643			26.7	%	85,368			25.2	%	15,275			17.9	%
Interest expense	1,918			0.5	%	1,192			0.4	%	726			60.9	%
Loss before income tax	(9,620		)	(2.6	)%	(990		)	(0.3	)%	(8,630		)	871.7	%
Income tax benefit	(3,362		)	(0.9	)%	(1,031		)	(0.3	)%	(2,331		)	226.1	%
Net (loss) income	$	(6,258	)	(1.7	)%	$	41		—	%	$	(6,299	)	(15,363.4	)%
(a)Percentages may not foot due to rounding.

Net Sales

Sales increased $38.7 million, or 11.4%, to $377.1 million for the second quarter 2017 from $338.4 million for the second quarter 2016, primarily due to $55.5 million in sales from the GORDMANS branded stores, partially offset by a decline in comparable sales and closed stores. Comparable sales include store sales after a store has been in operation for 14 full months and e-commerce sales. Comparable sales decreased 3.6% in the second quarter 2017 compared to the second quarter 2016, reflecting a 5.0% decrease in the number of transactions, partially offset by a 1.4% increase in average transaction value. The increase in average transaction value was comprised of a 2.6% increase in units per transaction, partially offset by a 1.2% decrease in average unit retail.

Our non-apparel categories performed better than our apparel categories. Home, gifts, handbags and cosmetics were our best performing merchandise categories. Our best performing apparel areas were dresses, plus sizes, denim and activewear.

Gross Profit

Gross profit increased $7.4 million, or 8.6%, to $92.9 million for the second quarter 2017 from $85.6 million for the second quarter 2016. Gross profit, as a percent of sales, decreased to 24.6% for the second quarter 2017 from 25.3% for the second quarter 2016. The decrease in the gross profit rate reflects an increase of 50 basis points in the merchandise costs rate due to promotional activity and an increase of 10 basis points in the buying, occupancy and distribution expenses rate.

Selling, General and Administrative Expenses

SG&A expenses for the second quarter 2017 increased $15.3 million to $100.6 million from $85.4 million for the second quarter 2016. As a percent of sales, SG&A expenses increased to 26.7% for the second quarter 2017 from 25.2% for the second quarter 2016. SG&A expenses for the second quarter 2017 included Gordmans Acquisition related costs of $2.9 million, or 0.8% of sales. The increase in SG&A expenses is also attributable to higher store expenses from the addition of GORDMANS branded stores and higher medical claims.

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Interest Expense

Net interest expense was $1.9 million for the second quarter 2017, compared to $1.2 million for the second quarter 2016. Interest expense is primarily comprised of interest on borrowings under the Revolving Credit Facility, related letters of credit and commitment fees, amortization of debt issuance costs and interest on finance obligations. The increase in interest expense is primarily due to an increase in average borrowings and higher interest rate under the Revolving Credit Facility for the second quarter 2017 compared to the second quarter 2016.

Income Taxes

Our effective income tax rate for the second quarter 2017 was 35.0%, resulting in an estimated tax benefit of $3.4 million. This compares to an effective tax rate of 104.1% and an income tax benefit of $1.0 million for the second quarter 2016. The effective income tax rates were impacted by a $0.3 million tax deficiency from stock-based compensation in the second quarter 2017, and a $0.7 million tax benefit associated with the favorable resolution of an uncertain tax position under audit in the second quarter 2016.

Year-to-Date 2017 Compared to Year-to-Date 2016

The following table sets forth the results of operations for the periods presented (in thousands, except percentages):

	Six Months Ended
	July 29, 2017					July 30, 2016					Change
	Amount			% to Sales (a)		Amount			% to Sales (a)		Amount			%
Net sales	$	685,688		100.0	%	$	671,135		100.0	%	$	14,553		2.2	%
Cost of sales and related buying, occupancy and distribution expenses	530,529			77.4	%	518,578			77.3	%	11,951			2.3	%
Gross profit	155,159			22.6	%	152,557			22.7	%	2,602			1.7	%
Selling, general and administrative expenses	189,152			27.6	%	175,512			26.2	%	13,640			7.8	%
Interest expense	3,504			0.5	%	2,221			0.3	%	1,283			57.8	%
Loss before income tax	(37,497		)	(5.5	)%	(25,176		)	(3.8	)%	(12,321		)	48.9	%
Income tax benefit	(12,252		)	(1.8	)%	(9,757		)	(1.5	)%	(2,495		)	25.6	%
Net loss	$	(25,245	)	(3.7	)%	$	(15,419	)	(2.3	)%	$	(9,826	)	63.7	%
(a) Percentages may not foot due to rounding.

Net Sales

Sales increased $14.6 million, or 2.2%, to $685.7 million for the year-to-date 2017 from $671.1 million for the year-to-date 2016, primarily due to $71.8 million in sales from the GORDMANS branded stores, partially offset by a decline in comparable sales and closed stores. Comparable sales decreased 6.6% for the year-to-date 2017 compared to the year-to-date 2016, reflecting a decrease of 8.8% in the number of transactions, partially offset by an increase of 2.4% in average transaction value. The increase in average transaction value was comprised of a 1.0% increase in average unit retail and a 1.4% increase in units per transaction.

Our non-apparel categories performed better than our apparel categories. Home, gifts, handbags and cosmetics were our best performing merchandise categories. Our best performing apparel areas were dresses, plus sizes, denim and activewear.

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Gross Profit

Gross profit increased $2.6 million, or 1.7%, to $155.2 million for the year-to-date 2017 from $152.6 million for the year-to-date 2016. Gross profit, as a percent of sales, decreased to 22.6% for the year-to-date 2017 from 22.7% for the year-to-date 2016. The decrease in the gross profit rate reflects an increase of 90 basis points in the buying, occupancy and distribution expenses rate, offset by a decrease of 80 basis points in the merchandise cost of sales rate.

Selling, General and Administrative Expenses

SG&A expenses for the year-to-date 2017 increased $13.6 million to $189.2 million, from $175.5 million for the year-to-date 2016. As a percent of sales, SG&A expenses increased to 27.6% for the year-to-date 2017 from 26.2% for the year-to-date 2016. SG&A expenses for the year-to-date 2017 included Gordmans Acquisition related costs of $9.2 million, or 1.3% of sales. The increase in SG&A expenses is also attributable to higher store expenses from the addition of GORDMANS branded stores, partially offset by a shift in advertising expense to key selling periods later in the year.

Interest Expense

Net interest expense was $3.5 million for the year-to-date 2017, compared to $2.2 million for the year-to-date 2016. Interest expense is primarily comprised of interest on borrowings under the Revolving Credit Facility, related letters of credit and commitment fees, amortization of debt issuance costs and interest on finance obligations. The increase in interest expense is primarily due to an increase in the average borrowings and higher interest rate under the Revolving Credit Facility for the year-to-date 2017 as compared to the year-to-date 2016.

Income Taxes

Our effective income tax rate for the year-to-date 2017 was 32.7%, resulting in an estimated tax benefit of $12.3 million. This compares to an effective tax rate of 38.8% and an income tax benefit of $9.8 million for the year-to-date 2016.

The effective income tax rates were impacted by a $2.0 million tax deficiency from stock-based compensation in the year-to-date 2017, and a $0.7 million tax benefit associated with the favorable resolution of an uncertain tax position under audit in the year-to-date 2016.

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Seasonality and Inflation

Our business, like many other retailers, is subject to seasonal influences, with a significant portion of sales and income typically realized during the last quarter of our fiscal year. Working capital requirements fluctuate during the year and generally reach their highest levels during the third and fourth quarters. Because of the seasonality of our business, results from any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.

We do not believe that inflation has had a material effect on our results of operations. However, there can be no assurance that our business will not be affected by inflation in the future.

Liquidity and Capital Resources

Our liquidity is currently provided by (i) existing cash balances, (ii) operating cash flows, (iii) normal trade credit terms from our vendors and their factors and (iv) the Revolving Credit Facility. Our primary cash requirements are for operational needs, including rent and salaries, seasonal inventory purchases, and capital investments in our stores, e-commerce and information technology. We also have used our cash flows and other liquidity sources to pay quarterly cash dividends. Our cash requirements for 2017 include the Gordmans Acquisition and any additional investments required to support the integration of the Gordmans operations into our infrastructure.

We believe that our sources of liquidity will be sufficient to cover working capital needs, planned capital expenditures and debt service requirements for the remainder of 2017 and the foreseeable future. 

Key components of our cash flow are summarized below (in thousands):

	Six Months Ended
	July 29, 2017			July 30, 2016
Net cash provided by (used in):
Operating activities	$	8,189		$	29,719
Investing activities	(50,339		)	(56,630		)
Financing activities	54,479			31,302

Operating Activities

During the year-to-date 2017, we generated $8.2 million in cash from operating activities. Net loss, adjusted for non-cash expenses, generated cash of approximately $17.7 million. Changes in operating assets and liabilities used net cash of approximately $10.6 million, which included increases of $19.3 million in merchandise inventories, primarily due to the seasonal build of inventories, and $22.2 million in other assets, partially offset by an increase of $30.8 million in accounts payable and other liabilities. Additionally, cash flows from operating activities included construction allowances from landlords of $1.1 million, which funded a portion of the capital expenditures related to store leasehold improvements in relocated, expanded and remodeled stores.

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During the year-to-date 2016, we generated $29.7 million in cash from operating activities. Net loss, adjusted for non-cash expenses, provided cash of approximately $23.9 million.  Changes in operating assets and liabilities used net cash of approximately $0.5 million, which included increases of $25.1 million in merchandise inventories, primarily due to seasonal receipts, and $9.4 million in other assets, partially offset by an increase of $34.1 million in accounts payable and other liabilities primarily related to inventory purchases. Additionally, cash flows from operating activities included construction allowances from landlords of $6.3 million, which funded a portion of the capital expenditures related to leasehold improvements in our new corporate office building and store leasehold improvements in relocated, expanded and remodeled stores.

Investing Activities

Capital expenditures were $15.5 million for the year-to-date 2017 compared to $57.7 million for the year-to-date 2016. The decrease in capital expenditures in the year-to-date 2017 compared to the year-to-date 2016 is due to a decrease in store expansions and remodels. We received construction allowances from landlords of $1.1 million in the year-to-date 2017 and $6.3 million in the year-to-date 2016 to fund a portion of the capital expenditures related to store leasehold improvements and our new corporate office building. These funds are recorded as a deferred rent credit on the balance sheet and are recognized as an offset to rent expense over the lease term commencing with the date the allowances are earned.

During the year-to-date 2017, we paid $36.1 million for the Gordmans Acquisition (see Note 8 to the condensed consolidated financial statements), which was funded with existing cash and availability under the Revolving Credit Facility.

Financing Activities

We use the Revolving Credit Facility to provide financing for working capital and general corporate purposes, as well as to finance capital expenditures and to support our letter of credit requirements. Borrowings are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the Revolving Credit Facility agreement. Inventory, cash and cash equivalents are pledged as collateral. The daily interest rates are determined by a prime rate or LIBOR, plus an applicable margin, as set forth in the Revolving Credit Facility agreement. For the year-to-date 2017, the weighted average interest rate on outstanding borrowings and the average daily borrowings were 2.54% and $215.4 million, respectively, compared to 1.72% and $179.9 million for the year-to-date 2016. The increase in average daily borrowings for the year-to-date 2017 compared to the year-to-date 2016 includes the Gordmans Acquisition and related costs.

Letters of credit issued under the Revolving Credit Facility support certain merchandise purchases and collateralize retained risks and deductibles under various insurance programs. At July 29, 2017, outstanding letters of credit totaled approximately $12.3 million. These letters of credit expire within 12 months of issuance, but may be renewed. Excess borrowing availability under the Revolving Credit Facility at July 29, 2017 was $90.4 million.

The Revolving Credit Facility agreement contains covenants which, among other things, restrict, based on required levels of excess availability, (i) the amount of additional debt or capital lease obligations, (ii) the payment of dividends to $30.0 million in a fiscal year, and (iii) the repurchase of common stock under certain circumstances. The agreement also contains a fixed charge coverage ratio covenant in the event excess availability is below a defined threshold or an event of default has occurred. At July 29, 2017, we were in compliance with all of the debt covenants of the agreement and we expect to remain in compliance.

We paid $5.7 million in cash dividends during the year-to-date 2017. On August 17, 2017, our Board declared a quarterly cash dividend of $0.05 per share of common stock, payable on September 13, 2017 to shareholders of record at the close of business on August 29, 2017.

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Recent Accounting Standards

Disclosure concerning recent accounting standards is incorporated by reference to Note 1 of our Condensed Consolidated Financial Statements (Unaudited) contained in this Form 10-Q.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to market risk from exposure to changes in interest rates on borrowings under the Revolving Credit Facility. An increase or decrease of 10% in interest rates would not have a material effect on our financial condition, results of operations, or liquidity.

ITEM 4.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that such disclosure controls and procedures were effective as of the end of the period covered by this report.

Internal Control Over Financial Reporting

As defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, the term “internal control over financial reporting” means a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material adverse effect on the financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in our internal control over financial reporting during the three months endedJuly 29, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

No response is required under Item 103 of Regulation S-K.

ITEM 1A.RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A (Risk Factors) of the Form 10-K. There have been no material changes from the risk factors previously disclosed in our Form 10-K, except for the addition of the risk factor that follows:

Failure to successfully integrate the Gordmans business and convert the Gordmans business to off-price retail operations, and to do so in the time frame we anticipate, may adversely affect our results of operations and financial condition. The acquisition involves numerous risks and uncertainties, including the following:

• The potential loss of distributors, vendors and other business partners following the acquisition.

• The potential loss of customers as we rebuild inventory levels and implement new pricing and marketing strategies in the GORDMANS branded stores.

• We may not be able to attract or retain key employees with experience in off-price retail operations.

• We may be unable to adapt our supply chain, or convert the former Gordmans supply chain, well enough or quickly enough to support off-price retail operations.

• Projected sales and margins for the GORDMANS branded stores may not be achieved.

• Integration of the Gordmans business may take longer or be more costly than anticipated.

If we are not able to successfully and timely integrate the Gordmans business and operate the Gordmans business as profitably was we plan, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected, which may adversely affect our results of operations and financial condition.

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 7, 2011, our Board approved a stock repurchase program (“2011 Stock Repurchase Program”) which authorized us to repurchase up to $200.0 million of our outstanding common stock. The 2011 Stock Repurchase Program will expire when we have exhausted the authorization, unless terminated earlier by our Board. Through July 29, 2017, we repurchased approximately $141.6 million of our outstanding common shares under the 2011 Stock Repurchase Program. Also in March 2011, our Board authorized us to repurchase shares of our outstanding common stock equal to the amount of the proceeds and related tax benefits from the exercise of stock options, stock appreciation rights and other equity grants. Purchases of shares of our common stock may be made from time to time, either on the open market or through privately negotiated transactions and are financed by our existing cash, cash flow and other liquidity sources, as appropriate.

The table below sets forth information regarding our repurchases of common stock during the three months endedJuly 29, 2017:

ISSUER PURCHASES OF EQUITY SECURITIES
Period	Total Number of Shares Purchased (a)	Average Price Paid Per Share (a)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
April 30, 2017 to May 27, 2017	5,812	$	2.43	—	$	58,351,202
May 28, 2017 to July 1, 2017	11,458	2.39		—	$	58,351,202
July 2, 2017 to July 29, 2017	5,972	1.95		—	$	58,351,202
Total	23,242	$	2.28	—

^(a) Although we did not repurchase any of our common stock during the three months endedJuly 29, 2017 under the 2011 Stock Repurchase Program:

• We reacquired 6,198 shares of common stock from certain employees to cover tax withholding obligations from the vesting of restricted stock at a weighted average acquisition price of $2.36 per common share; and

• The trustee of the grantor trust established by us for the purpose of holding assets under our deferred compensation plan purchased an aggregate of 17,044 shares of our common stock in the open market at a weighted average price of $2.26 in connection with the option to invest in our stock under the deferred compensation plan and reinvestment of dividends paid on our common stock held in trust in the deferred compensation plan.

^(b) Reflects the $200.0 million authorized under the 2011 Stock Purchase Program, less the $141.6 million repurchased as of July 29, 2017 using our existing cash, cash flow and other liquidity sources since March 2011.

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ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

None.

ITEM 5.OTHER INFORMATION

None.

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ITEM 6.EXHIBITS

The following documents are the exhibits to this Form 10-Q. For convenient reference, each exhibit is listed according to the Exhibit Table of Item 601 of Regulation S-K.

Exhibit Number	Description
10.1†	Stage Stores 2017 Long-Term Incentive Plan is incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-8 filed on May 19, 2017.
10.2†	Form of Stage Stores Performance Share Unit Award Agreement under the Stage Stores 2017 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 1, 2017.
10.3†	Form of Stage Stores Restricted Stock Unit Award Agreement under the Stage Stores 2017 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 1, 2017.
10.4†	Form of Stage Stores Restricted Stock Award Agreement under the Stage Stores 2017 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 1, 2017.
10.5†	Form of Stage Stores Nonemployee Director Restricted Stock Award Agreement under the Stage Stores 2017 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on June 1, 2017.
10.6*†	Employment Agreement between Steven R. Williams, Jr., and Stage Stores, Inc. dated June 26, 2017.
31.1*	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

_______________________________________

*	Filed electronically herewith.
†	Management contract or compensatory plan, contract or arrangement.

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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 thereunto duly authorized.

	STAGE STORES, INC.
Dated: September 7, 2017	/s/ Michael L. Glazer
	Michael L. Glazer
	President and Chief Executive Officer
	(Principal Executive Officer)
Dated: September 7, 2017	/s/ Oded Shein
	Oded Shein
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)

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EX-10.6

EXHIBIT 10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into by and between STAGE STORES, INC., a Nevada corporation (the “Company”), and Steven R. Williams, Jr., an individual (the “Executive”), effective as of June 26, 2017 (the “Effective Date”).

WITNESSETH:

WHEREAS, the Board of Directors of the Company (the “Board”) desires to provide for the continued employment of the executive from and after the Effective Date, and has determined that it is in the best interests of the Company to continue the employment of the Executive in the position of Executive Vice President, Chief Information Officer (the “Position”), subject to the terms and conditions of this Agreement; and

WHEREAS, the Executive desires to accept his appointment to the Position, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.EMPLOYMENT. The Company hereby appoints the Executive to the Position, and the Executive hereby accepts such appointment and employment with the Company subject to the terms and conditions set forth in this Agreement. Subject to earlier termination in accordance with Section 4 below, this Agreement shall continue in effect for a period of thirty-six (36) months commencing from the Effective Date (the “Initial Term”). Upon the expiration of the Initial Term or any Renewal Period (as hereafter described), the term of Executive’s employment under this Agreement shall automatically be extended for an additional thirty-six (36) month period (a “Renewal Period”), subject to earlier termination in accordance with Section 4 below, unless either the Company or the Executive notifies the other party in writing at least thirty (30) days prior to the expiration of the Initial Term or the then current Renewal Period that the Employment Period (as defined in Section 2) shall not be extended upon such expiration.

1.1Failure to Extend by Company. In the event the Company notifies the Executive that the Employment Period shall not be extended at the expiration of the Initial Term or the then current Renewal Period in accordance with Section 1, such failure to extend shall constitute termination of this Agreement by the Company without Good Cause (as defined in Section 4.2.2), and the Company and the Executive agree that the Executive shall be entitled to receive the payments described in Section 4.3.

1.2Failure to Extend by Executive. In the event the Executive notifies the Company that the Employment Period shall not be extended at the expiration of the Initial term or the then current Renewal Period in accordance with Section 1, such failure to extend shall constitute termination of this Agreement by the Executive without Good Reason (as defined in section 4.4.3), and the Company and the Executive agree that the Executive shall be entitled to receive only the payments described in Section 4.5.1.

2.POSITION AND DUTIES. During such time as the Executive is employed with the Company (the “Employment Period”), the Executive shall serve in the Position and shall have the normal duties, responsibilities and authority associated with or related to such Position, subject to the power and authority of the Board and the Chief Executive Officer of the Company to expand or limit such duties, responsibilities and authority and to override actions of the Executive. The Executive shall report to the Chief Executive Officer of the Company or the designee of the Chief Executive Officer of the Company. The Executive shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) exclusively to the business and affairs of the Company and its Subsidiaries (as hereafter defined) and any duty, task or responsibility assigned or given to the Executive by the Board, and the Executive shall perform these duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner. As used in this Agreement, “Subsidiaries” shall mean any entity of which the securities having a majority of the voting power in electing directors or managers are, at the time of determination, owned by the Company either directly or through one or more Subsidiaries.

2.1Outside Directorships. In the event the Executive is invited, solicited or otherwise asked to become a director, advisor or consultant for any entity or organization of any type or function whatsoever (other than the Company or its Subsidiaries, or any religious, charitable or civic organization), the Executive shall notify the Board in writing of such invitation, the entity or organization extending the invitation and the capacity to be served by the Executive for such entity or organization. The Board shall have the sole power and authority to authorize the Executive to accept such invitation based on such criteria and standards as the Board may determine, and the Executive shall not accept such invitation without the Board’s prior written consent, which consent shall not be unreasonably withheld.

2.2Delegation by Board. Whenever this Agreement calls for action on the part of the Board, the Board may delegate responsibility for the action to a duly appointed committee of the Board including, but not limited to the Compensation Committee of the Board, and the Executive agrees to treat, comply with and be bound by any action taken by such committee as if the Board had taken such action directly.

3.COMPENSATION AND BENEFITS. During the Employment Period, the Executive shall be paid or receive compensation and benefits as follows:

3.1Base Salary. The base salary for the Executive shall be Four Hundred Thousand dollars per year, or such other rate as the Board may designate from time to time (the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to withholdings for applicable taxes and other legally-required or previously-agreed payroll deductions. The Executive’s performance shall be evaluated annually in March of each year. Any future salary increases will be based on the Executive’s individual performance and will be approved by the Board in its sole discretion.

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3.2Incentive Compensation.  For any fiscal year ending during the Employment Period, the Board may, but is not obligated to, award incentive compensation to the Executive based upon the Company’s operating results for and the Executive’s performance during such fiscal year and such other performance objectives, targets and criteria for the Executive that the Board may establish and adjust for that fiscal year (the “Incentive Compensation”). The amount of any Incentive Compensation shall be calculated as a percentage of the Base Salary (current Target Rate is 60% of Base Salary) in effect during that fiscal year, which percentage shall be determined and may be adjusted by the Board (the “Target Rate”) based on such results, performance and objectives. In addition to such results, performance and objectives, the Board may take into account any extraordinary, unusual or non-recurring items realized or incurred by the Company during that fiscal year deemed appropriate by the Board in determining any Incentive Compensation. The Company shall pay to the Executive any approved Incentive Compensation on or around April 1 following the end of the fiscal year for which the Incentive Compensation was based; provided, that the Executive was employed in the Position as of that fiscal year end, and any such Incentive Compensation shall be subject to withholdings for applicable taxes and other legally-required or previously-agreed payroll deductions.

3.3Medical, Dental and Other Benefits.   The Executive shall be eligible to enroll and participate in any and all benefit plans the Company provides to its senior level executives, as modified, amended or terminated from time to time in accordance with the applicable policies or plan documents and which may include, but not be limited to, medical and dental coverage, life and disability insurance, retirement plans and deferred compensation plans. The premiums, costs and expenses for any benefit plans under which the Executive is participating shall be borne by the Executive and the Company in accordance with the Company’s policies related to such plans. The Executive shall receive four (4) weeks of paid vacation each year, which if not taken may not be carried forward to any subsequent year. The Executive shall not receive any compensation for any unused vacation days and upon termination of employment for any reason, any unused vacation days shall be forfeited. Any and all benefits provided for hereunder shall not be included in the definition of the term “Base Salary” as that term is used in this Agreement. All such benefits shall immediately cease and terminate upon the later of (1) the termination date of the Employment Period, (2) the expiration date of coverage under the terms of the applicable plan document, or (3) the expiration date of coverage for such benefits by the Company as described in Section 4; provided, that upon such termination, the Executive shall have the right to elect to continue any or all of such health benefits, programs or coverage, at his sole cost and expense, in accordance with and subject to the terms and limitations set forth in the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) and the regulations promulgated in connection therewith.

3.4Automobile Allowance.  The Company shall provide the Executive with an automobile allowance in the amount of $1,000.00 per month to be allocated at the Executive’s discretion, or such other monthly amount designated by the Board, and that allowance shall be payable in regular installments in accordance with the Company’s general payroll practices.

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3.5Financial Planning Allowance. The Company shall provide for the Executive an allowance for reimbursement of any expense incurred by the Executive in the preparation of taxes, estate planning or financial counseling in the amount of $5,000.00 per calendar year, or such other annual amount designated by the Board. Such reimbursement shall not be grossed up for taxes and shall be paid on or before December 31^st of the applicable calendar year and any unused amount shall not be carried over to subsequent years, but shall be forfeited.

3.6Business Expense.  The Company shall reimburse the Executive for all reasonable travel, entertainment and other business expenses incurred by the Executive in the course of performing the duties of the Position. Those expenses shall be reimbursed in accordance with the standard policies and procedures of the Company in effect from time to time related to such reimbursable expenses.

4.TERMINATION; EFFECTS OF TERMINATION.  This Agreement may be terminated upon the occurrence of any of the following events; provided that the termination of this Agreement shall not affect either party's ongoing obligations under this Agreement. Upon such termination, the rights of the Executive to receive monies and benefits from the Company shall be determined in accordance with this Section 4, and the Executive agrees that such monies and benefits are fair and reasonable and are the sole monies and benefits which shall be due to him under this Agreement from the Company in the event of termination.

4.1Termination Due to Death or Disability. This Agreement will automatically terminate in the event of the Executive’s death or Disability (as hereafter defined).

4.1.1Monies and Payments to the Executive.Upon termination in the event of the Executive’s death or Disability, the Executive (or as applicable, his designated beneficiary or personal representative or estate) shall be entitled to receive: (i) earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination and (ii) any life insurance, disability insurance or retirement plan benefits due under the terms of the applicable policies or plans. No other monies or benefits shall be payable or owed to the Executive (or as applicable, his designated beneficiary or personal representative or estate) under this Agreement. The monies described in (i) above shall be paid to the Executive (or as applicable, his designated beneficiary or personal representative or estate) in a lump sum on the Company’s next regular payday after the date of such termination and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. The monies described in (ii) above shall be paid to the Executive (or as applicable, his designated beneficiary or personal representative or estate) in accordance with the terms of the applicable plans.

4.1.2Disability Defined.For the purposes of this Agreement, the Executive shall be deemed to have terminated his employment by reason of “Disability”, if it is determined by the carrier of the Company’s long-term disability policy that the executive has become disabled and is eligible for long-term disability payments from the plan.

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4.2By Company For Good Cause.  Upon written notice to the Executive, the Company may immediately terminate this Agreement at any time during the Employment Period for “Good Cause” (as hereafter defined).

4.2.1Monies and Payments to The Executive.  Upon termination for Good Cause, the Executive shall be entitled to receive earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination, and no other monies or benefits shall be payable or owed to the Executive under this Agreement. The monies described above shall be paid to the Executive in a lump sum on the Company’s next regular payday after the date of such termination and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions.

4.2.2Good Cause Defined.  If the Company terminates the Executive’s employment for any of the following reasons, the termination shall be for “Good Cause”: (i) the Executive’s criminal conviction of a felony by a federal or state court of competent jurisdiction including any plea of guilty or no contest; (ii) a material and significant act of dishonesty by the Executive relating to the Company; (iii) a failure to comply with the Company’s “Code of Ethics and Business Conduct” Policy; or (iv) the Executive’s failure to follow a direct, reasonable and lawful order from the Company’s Board within the reasonable scope of the Position, which failure, if remediable, is not remedied within thirty (30) days after written notice to the Executive.

4.3By Company Without Good Cause.  Upon fifteen (15) days prior written notice to the Executive, the Company may terminate this Agreement at any time during the Employment Period without Good Cause.

4.3.1Monies and Benefits to The Executive.  Upon termination without Good Cause, the Executive shall be entitled to receive: (i) earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination, and subject to his execution of a release of claims as described in Section 4.7, (ii) one (1) times the aggregate of (x) the Base Salary plus (y) the Incentive Compensation at the Target Rate in effect as of the date of such termination, (iii) any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of such termination; provided, however, the Executive shall not receive any portion of the Incentive Compensation under this Section 4.3.1(iii) unless the Board determines that the Executive would have been entitled to receive any Incentive Compensation for the fiscal year in which such termination occurred in accordance with Section 3.2, (iv) continuation of the medical and dental benefits described in Section 3.3 under which the Executive is participating as of the date of such termination for a period of twelve (12) months from the date of such termination; provided that such continuation of benefits shall be pursuant to COBRA, with the Company paying such portions of the applicable premiums as it would have paid had the Executive continued to be a full-time active

5

employee of Company for such period (if the Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period), and (v) payment of outplacement services from a professional third party selected by the Company for the Executive for a period of twelve (12) months from the date of such termination; provided, however, the aggregate amount of such payments shall not exceed $15,000.00. Notwithstanding anything in this Section 4, however, the Company shall not be required to commence or continue any payment of monies or benefits other than those described in Section 4.3.1(i) above if the Executive attempts to rescind the release of claims he has executed or fails to comply with his ongoing obligations under this Agreement.

4.3.2Payment of Monies and Benefits.  The payments described in Section 4.3.1(i) shall be paid to the Executive in a lump sum on the Company’s next regular payday after the date of such termination and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. Any payment described in Section 4.3.1(ii) shall be paid to the Executive in twenty-six (26) equal installments on the Company’s regular bi-weekly paydays, commencing on the first regular payday that occurs eight (8) or more days after the Executive returns an executed copy of any release of claims provided by the Company, and continuing until fully paid, and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Any payment described in Section 4.3.1(iii) shall be payable in a lump sum on or before April 1 following the end of the fiscal year in which such termination occurred and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. Any benefits described in Section 4.3.1(iv) shall be provided in accordance with the terms of the applicable plans and in compliance with COBRA regulations. The payment described in Section 4.3.1(v) shall be paid directly to the entity providing outplacement services to the Executive within ten (10) days of receipt of an invoice or statement from that entity.

4.4By The Executive for Good Reason.   Upon thirty (30) days prior written notice, the Executive may terminate this Agreement at any time during the Employment Period for “Good Reason” (as hereafter defined and subject to the notice and cure periods hereafter described).

4.4.1Monies and Benefits to The Executive.  Upon termination for Good Reason, the Executive shall be entitled to receive: (i) earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination or the date on which the Company terminates this Agreement during such thirty (30) day period; and, subject to his execution of a release of claims as described in

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Section 4.7, (ii) one (1) times the aggregate of (x) the Base Salary plus (y) the Incentive Compensation at the Target Rate in effect as of the date of such termination, (iii) any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of such termination; provided, however, the Executive shall not receive any portion of the Incentive Compensation under this Section 4.4.1(iii) unless the Board determines in good faith that the Executive would have been entitled to receive any Incentive Compensation for the fiscal year in which such termination occurred in accordance with Section 3.2, (iv) continuation of the medical and dental benefits described in Section 3.3 under which the Executive is participating as of the date of such termination for a period of twelve (12) months from the date of such termination; provided that such continuation of benefits shall be pursuant to COBRA, with the Company paying such portions of the applicable premiums as it would have paid had the Executive continued to be a full-time active employee of Company for such period (if the Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period), and (v) payment of outplacement services from a professional third party selected by the Company for Executive for a period of twelve (12) months from the date of such termination; provided, however, the aggregate amount of such payments shall not exceed $15,000.00. Notwithstanding anything in this Section 4, however, the Company shall not be required to commence or continue any payment of monies or benefits other than those described in Section 4.4.1(i) above if the Executive attempts to rescind the release of claims he has executed or fails to comply with his ongoing obligations under this Agreement.

4.4.2Payment of Monies and Benefits.  The payments described in Section 4.4.1(i) shall be paid to the Executive on the Company’s next regular payday after the date of such termination and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. Any payment described in Section 4.4.1(ii) shall be paid to the Executive in twenty-six (26) equal installments on the Company’s regular paydays, commencing on the first regular payday that occurs eight (8) or more days after the Executive returns an executed copy of any release of claims provided by the Company, and continuing until fully paid, and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Any payment described in Section 4.4.1(iii) shall be payable in a lump sum on or before April 1 following the end of the fiscal year in which such termination occurred and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions. Any benefits described in Section 4.4.1(iv) shall be provided in accordance with the terms of the applicable plans and in compliance with COBRA regulations. The payment described in Section 4.4.1(v) shall be paid directly to the entity providing

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outplacement services to the Executive within ten (10) days of receipt of an invoice or statement from that entity.

4.4.3Good Reason Defined.  For purposes of this Agreement, “Good Reason” shall exist if, without the Executive’s express written consent, the Company: (i) materially reduces or decreases the Executive’s Base Salary or Incentive Compensation opportunity level from the level in effect on the Effective Date (or some subsequent higher level put into effect by the Board subsequent to the Effective Date), unless such reduction or decrease is in connection with an across-the-board reduction or decrease in the Base Salaries or Incentive Compensation opportunity levels of all the Company’s other senior level executives, (ii) willfully fails to include the Executive in any incentive compensation plans, bonus plans, or other plans and benefits provided by the Company to other executive level executives, (iii) materially reduces, decreases or diminishes the duties and responsibilities of the Position from those in effect on the Effective Date, and such reduction, decrease or diminution is not reasonably related to or the result of an adverse change in the Executive’s performance of assigned duties and responsibilities, or (iv) requires the Executive to (A) regularly perform the duties and responsibilities of the Position at, or (B) relocate the Executive’s principal place of employment to, a location which is more than fifty (50) miles from the location of the Executive’s principal place of employment as of the Effective Date. Notwithstanding the above, Good Reason shall not include the death, Disability or voluntary retirement of the Executive or any other voluntary action taken by or agreed to by the Executive related to the Position or his employment with the Company or its Subsidiaries. Further, Good Reason shall not include any of the events or conditions described in items (i), (ii), (iii) or (iv) above unless the Executive provides notice to the Company of the existence of the event or condition within ninety (90) days of the initial existence of the event or condition, the Company fails to cure such event or condition within thirty (30) days of receiving the Employee’s initial notice, and  the Executive terminates employment with a subsequent written notice to the Company after such thirty (30) day cure period but within ninety (90) days after the Executive provides the initial written notice to the Company of the existence of such event or condition. If requested by the Company, the Executive shall continue to work exclusively for the Company during such thirty (30) day cure period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such thirty (30) day cure period upon written notice to the Executive.

4.5By The Executive Without Good Reason.  Upon fifteen (15) days prior written notice to the Company, the Executive may terminate this Agreement at any time during the Employment Period without Good Reason. If requested by the Company, the Executive shall continue to work exclusively for the Company during such fifteen (15) day period; provided, however, the Company shall have the right, in its sole discretion, to terminate this Agreement at any time during such fifteen (15) day period upon written notice to the Executive.

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4.5.1Monies and Benefits to The Executive.  The Executive shall be entitled to receive earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of such termination or the date on which the Company terminates this Agreement during such fifteen (15) day period, and no other monies or benefits shall be payable or owed to the Executive under this Agreement. The monies described above shall be paid to the Executive in a lump sum on the Company’s next regular payday after the date of such termination and shall be subject to withholdings for applicable taxes and any other legally required or previously agreed payroll deductions.

4.6By Company Due to Change in Control.  In the event a Change in Control (as hereafter defined) occurs and during the period beginning six (6) months before the Change in Control and ending twenty-four (24) months after the Change in Control: (i) this Agreement is terminated by the Company or its successor without Good Cause, or (ii) this Agreement is terminated by the Executive with Good Reason, the Executive shall be entitled to receive, and the Company or its successor shall be obligated to pay, the monies and benefits described in this Section 4.6, and Sections 4.3 or 4.4 shall not be applicable to such Change in Control or termination.

4.6.1Monies and Benefits to the Executive.  Upon termination of the Executive’s employment in connection with a Change in Control, the Executive shall be entitled to receive: (i) earned and unpaid Base Salary, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise accrued and unpaid, through the date of such termination of employment, and subject to his execution of a release of claims as described in Section 4.7, (ii) two (2) times the aggregate of (x) the Base Salary plus (y) the Incentive Compensation at the Target Rate in effect as of the date of such termination, (iii) any Incentive Compensation for the fiscal year in which such termination occurs pro-rated through the date of termination at the Target Rate; (iv) continuation of the medical, dental and other benefits described in Section 3.3 under which the Executive is participating as of the date of such Change in Control for a period of twenty-four (24) months from the date of termination provided that such continuation of benefits shall be pursuant to COBRA, with the Company paying such portions of the applicable premiums as it would have paid had the Executive continued to be a full-time active employee of the Company for such period with no changes to such benefits or plans (if the Executive becomes reemployed with another employer and is eligible to receive medical, hospitalization and dental benefits under another employer-provided plan, the medical, hospitalization and dental benefits described herein shall be secondary to those provided under such other plan during the applicable period), (v) payment of outplacement services for Executive for a period of twelve (12) months from the date of such Change in Control or termination; provided, however, the aggregate amount of such payments shall not exceed $15,000.00, and (vi) continuation of the financial planning allowance described in Section 3.5 for a period of twenty-four (24) months from termination. Notwithstanding anything in this Section 4, however, the Company shall not be required to commence or continue any payment

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of monies or benefits other than as described in Section 4.3(i) above if the Executive attempts to rescind the release of claims he has executed or fails to comply with his ongoing obligations under this Agreement.

4.6.2Payment of Monies and Benefits.  The payments described in Section 4.6.1(i) shall be paid to the Executive in a lump sum on the Company’s or its successor’ next regular payday, if applicable, or within thirty (30) days of the date of termination, whichever is earlier, and shall be subject to withholding for applicable taxes and any other legally required or previously agreed payroll deductions. Any payment described in Sections 4.6.1(ii) and (iii) shall be paid to the Executive in a lump sum within thirty (30) days, but no sooner than eight (8) days after the Executive returns an executed copy of any release of claims provided by the Company (provided that such release be delivered to the Executive within seven (7) days or less following termination) and shall be subject to withholdings of applicable taxes and any other legally required or previously agreed payroll deductions. Any benefits described in Section 4.6.1(iv) shall be provided in accordance with the terms of the applicable plans and in compliance with COBRA regulations. The payments described in Section 4.6.1(v) shall be paid directly to the entity providing outplacement services to the Executive within ten (10) days of receipt of an invoice or statement from such entity. The reimbursement of the expenses related to Section 4.6.1(vi) shall be made to the Executive in accordance with the Company’s or its successor’s policies and procedures.

4.6.3Change in Control Defined.   For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred:

(a) on such date, within the 12-month period following the date that any one person, or more than one person acting as a group (as defined in §1.409A 3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that represents twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities (the “Trigger Date”), that a majority of the individuals who, as of the Trigger Date, constitute the Board (the “Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the members of the Incumbent Board before the date of such appointment or election;

(b) as of the date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of common stock of the Company or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, if any one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not be considered to cause a Change in Control; or

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(c) the date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest. Provided further, a transfer of assets by the Company shall not be treated as a Change in Control if the assets are transferred to:

(i)A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

(ii)An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

(iii)A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or

(iv)An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein.

For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.

4.6.4Application of Golden Parachute Limits. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company or its successor to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest thereon, any penalties, additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the “Excise Tax”), then if the aggregate of all Payments that would be subject to the Excise Tax, reduced by all Federal, state and local taxes applicable thereto, including the Excise Tax is less than the amount Executive would receive, after all such applicable taxes, if Executive received Payments equal to an amount which is $1.00 less than three times the Executive’s “base amount”, as defined in and determined under Section 280G of the Code, then, such Payments shall be reduced or eliminated to the extent necessary so that the aggregate Payments received by Executive will not be subject to the Excise Tax. If a reduction in the Payments is necessary, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards which vest in an accelerated basis; second, a reduction in any other cash amount payable to Executive; third, the reduction of any employee benefit valued

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as a “parachute payment” (as defined in Section 280G of the Code); and fourth, the cancellation of accelerated vesting of stock awards. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards. All determinations made under this Section 4.6.4 and the assumptions to be utilized in arriving at such determinations shall be made by a registered public accounting firm designated by Executive and reasonably acceptable to the Company (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company or its successor.

4.7Execution of Release by the Executive.  Except for payment of earned and unpaid Base Salary, unused and accrued vacation, unreimbursed business expenses due under Section 3.6 and any other benefits due under Section 3.3 or otherwise through the date of the Executive’s termination, the Company shall not be obligated to pay any portion of the monies and benefits described above, if any, unless the Executive shall have executed and delivered to the Company a release of any and all claims or causes of action against the Company and its Subsidiaries and successors and their respective shareholders, partners, member, directors, managers, officers, employees, agents and attorneys, arising out of or related to any act or omission which occurred on or prior to the date on which the Executive’s employment was terminated, in form and substance satisfactory to the Company within 60 days of the Executive’s date of termination. Such release shall also include other provisions including non-disparagement and confidentiality by the Executive, litigation assistance and a no rehire agreement.

4.8Section 409A. This Agreement is intended to comply with Internal Revenue Code Section 409A and related U.S. Treasury regulations or pronouncements (“Section 409A”) and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. Any reference to an Executive’s termination of employment shall mean a cessation of the employment relationship between the Executive and the Company which constitutes a “separation from service” as determined in accordance with Section 409A of the Internal Revenue Code and related regulations. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on his date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then the payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided (subject to the last sentence hereof) on the later of (A) the payment date set forth in this Agreement, or (B) the date that is the earliest of (i) the expiration of the six-month period measured from the date of the Executive’s termination of employment or (ii) the date of the Executive’s death, if applicable (the “Delay Period”). Payments subject to the Delay Period shall be paid to the Executive without interest for such delay in payment.

4.9Conditions of Reimbursement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in‑kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable

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year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in‑kind benefits shall not be subject to liquidation or exchange for another benefit.

5.POST-EMPLOYMENT DUTIES.  For a period of two (2) years following the termination of this Agreement, the Executive shall: (i) fully and truthfully cooperate and assist the Company and its Subsidiaries or successors, to the fullest extent possible, in any and all issues, matters, legal proceedings or litigation related to or associated with the business, management or operation of or any other matter involving the Company or its subsidiaries or successors in any way or of any nature whatsoever arising from, related to or connected with any period in which the Executive was employed by or otherwise provided services to the Company or its Subsidiaries or successors or in which the Executive has or may have past knowledge, information or experience or applicable expertise, and (ii) fully cooperate, assist, participate and work with the Company or its Subsidiaries or successors on any and all issues or matters for which the Company or its Subsidiaries or successors may seek the Executive’s cooperation, assistance, participation, involvement or consultation. Such assistance shall be provided at such times and dates which shall not unreasonably interfere or conflict with the Executive’s then current employment. The Company or its successor shall reimburse the Executive for any and all costs and expenses reasonably incurred by the Executive in providing such assistance in accordance with the standard policies and procedures of the Company or its successor in effect from time to time related to such reimbursable expenses.

6.CONFIDENTIAL INFORMATION.  The Company agrees that during the course of and in connection with the Executive’s employment with the Company, the Company will provide and the Executive agrees to accept access to and knowledge of Confidential Information (as hereafter defined). Confidential Information may include but is not limited to business decisions, plans, procedures, strategies and policies, legal matters affecting the Company and its Subsidiaries and their respective businesses, personnel, customer records information, trade secrets, bid prices, evaluations of bids, contractual terms and arrangements (prospective purchases and sales), pricing strategies, financial and business forecasts and plans and other information affecting the value or sales of products, goods, services or securities of the Company or its Subsidiaries, and personal information regarding employees (collectively, the “Confidential Information”). The Executive acknowledges and agrees the Confidential Information is and shall remain the sole and exclusive property of the Company or such subsidiary. The Executive shall not disclose to any unauthorized person, or use for the Executive’s own purposes, any Confidential Information without the prior written consent of the Board, which consent may be withheld by the Board at its sole discretion, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions. The Executive agrees to maintain the confidentiality of the Confidential Information after the termination of the Executive’s employment; provided, further, that if at any time the Executive or any person or entity to which the Executive has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Executive shall provide the Company with prompt, prior written notice of such requirement so the Company, in its sole discretion, may seek a protective order or other appropriate

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remedy and/or waive compliance with the terms hereof. In the event that such protective order or other remedy is not obtained or the Company waives compliance with the provisions hereof, the Executive shall ensure that only the portion of the Confidential Information which the Executive or such person is advised by written opinion of the Company’s counsel that the Executive is legally required to disclose is disclosed, and the Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of such Confidential Information shall not further disclose such Confidential Information to others, except as required by law, following such disclosure. In addition the Executive covenants and agrees to deliver to the Company upon termination of this Agreement, and at any other time as the Company may request, any and all property of the Company including, but not limited to, keys, computers, credit cards, company car, memoranda, notes, plans, records, reports, computer tapes, printouts and software, Confidential Information in any form whatsoever, and other documents and data (and copies thereof) and relating to the Company or any subsidiary which he may then possess or have under his control or to which the Executive had access to or possession of in the course of such employment.

7.PROTECTION OF OTHER BUSINESS INTERESTS

7.1Additional Protection of Confidential Information. For and in consideration of the benefits set forth in this Agreement as well as for the benefits provided by the Company in the Restricted Stock Award Agreement granted on the Effective Date (“Restricted Stock Award Agreement”), the Company and Executive agree to the non-competition provisions of this Section 7. Further, the Executive agrees that due to the Executive’s knowledge of the Confidential Information, the Executive would inevitably use and/or disclose that information, in breach of the Executive’s confidentiality and non-disclosure obligations under this Agreement, if the Executive worked in certain capacities or engaged in certain activities for a period of time following the termination of the Executive’s employment relationship with the Company, specifically in the position which involved either (i) responsibility and decision-making authority or input at the executive level regarding any subject, (ii) responsibility or decision-making authority or input at any management level in the Executive’s individual area of assignment with the Company, or (iii) responsibility or decision-making authority or input that otherwise allows for the use of the Confidential Information for the benefit of any person (including the Executive) or entity that competes with the Company. Therefore, for two (2) years following the termination of Executive’s employment with the Company for any reason, the Executive agrees not to be employed by, consult for or otherwise act on behalf of any person or entity (without regard to geographic location) for a business that competes with the Company. For purposes of the foregoing, a business shall be deemed to compete with the Company if such business (a) operates apparel stores in small markets (populations of less than 25,000) and (b) operates a significant number of its apparel stores (75% or more of its total apparel stores) in 10,000 to 30,000 square foot formats. In addition, the Executive and the Company expressly agree that regardless of the requirements set forth in 7.1(a) and (b), the following entities (including their respective parents, subsidiaries, affiliates and divisions) compete with the Company and are subject to the provisions of this Section 7: Macy’s, Inc., Kohl’s Corporation, Ulta Salon, Cosmetics & Fragrance, Inc., Belk, Inc., J.C. Penney Company, Inc., Gordmans Stores, Inc., Dillards, Inc., The Bon-Ton Stores, Inc., Beall’s, Inc., Stein Mart, Inc., The TJX Companies, Inc., Ross Stores, Inc., Ascena Retail Group, Inc., The Cato Corporation, Hibbett Sports Inc., Academy, Ltd., Francesca’s Holdings Corporation, Charming Charlie LLC, DSW Inc., and Big Lots, Inc. The Executive acknowledges

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that this commitment is intended to protect the Confidential Information and is not intended to be applied or interpreted as a covenant against competition.

7.2Reasonableness of Restriction. The Company has attempted to place the most reasonable limitations on the Executive’s subsequent business activities as are necessary to protect the Confidential Information and the Executive agrees that such restrictions are reasonable. In order to accommodate the Executive in obtaining subsequent employment, the Company may, in its discretion, grant a waiver of one or more of the restrictions or subsequent business activities described in Section 7.1. A request for a waiver shall be in writing and must be received by the Company at least thirty (30) days before the proposed commencement date of the position or services for which the Executive is seeking a waiver. The request must include the full name and address of the organization with or for which the Executive proposes to perform the services, the title to be held or capacity to be occupied by the Executive and a complete description of the responsibilities, decision-making authority and duties the Executive expects to perform in such employment, consulting or other capacity. If the Company decides to grant a waiver in its sole discretion, the waiver may be subject to such restrictions and conditions as the Company may impose. Also, the granting of such waiver shall not be deemed to make the Confidential Information public and the Confidential Information shall remain confidential. Further, except as specifically provided in the waiver, the Executive’s obligations of confidentiality and non-disclosure under this Agreement shall continue in full force and effect.

7.3Protection of Other Business Relationships. The Executive understands that the Executive’s position with the Company is one of trust and confidence and that he has an obligation to protect the Company’s assets, including its investment in the training of its other employees, both during and following his employment relationship. Therefore, the Executive agrees that for two (2) years following his employment with the Company, the Executive will not, directly or indirectly on behalf of any person (including the Executive) or entity, solicit any of the employees of the Company or its Subsidiaries or successor to cease employment with the Company or any subsidiary or successor.

7.4Non-Solicitation. The Executive understands that his position with the Company is one of trust and confidence and that he has an obligation to protect the Company’s and its Subsidiaries’ assets, including their investment in the training of other employees and the cultivation of vendor relationships, both during and following the Executive’s employment. Accordingly, during and for two (2) years following termination of the Executive’s employment with the Company for any reason, the Executive agrees not to, directly or indirectly, on behalf of the Executive or any other person or entity: (a) encourage or solicit any of the employees of the Company, its Subsidiaries or their respective successors to cease employment with the Company, its Subsidiaries or their respective successors; or (b) solicit or accept business of, or call upon, any vendor, customer or client of the Company, its Subsidiaries or their respective successors for the purpose of conducting a competitive business or otherwise seeking profit from a competitive activity.

7.5Future Employment. If the Executive in the future seeks or is offered employment, or any other position or capacity (including as a consultant) with another person or entity, the Executive agrees to inform each new employer or entity, before accepting employment or other capacity, of the existence of the restrictions contained in Section 7. Further, before

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accepting any employment or other capacity with any person during the restriction period described in Section 7.1, the Executive agrees to give prior written notice to the Company of the name of such person or entity, the nature of the position or capacity, the responsibilities and duties of the position or capacity, and the industry or industries in which such other person or entity operates. The Company shall be entitled to advise such person or entity of the provisions of Section 7 and to otherwise deal with such person or entity to ensure that the provisions of Section 7 are enforced and duly discharged.

7.6Tolling of Restrictive Periods. If the Executive violates any of the restrictions contained in Section 7, the restrictive periods shall be suspended and will not run in favor of the Executive until such time as the Executive cures the violation to the satisfaction of the Company.

7.7Materiality and Conditionality of Section. The provisions of Section 7 are material to this Agreement. Executive’s agreement to strictly comply with Section 7 is a precondition for Executive entering into this Agreement and for the receipt and vesting of the restricted stock award pursuant to Restricted Stock Award Agreement. Whether or not Section 7 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other authority of competent jurisdiction, upon any violation of Section 7 or any portion thereof, or upon a finding that a violation would have occurred if such Section 7 or any portion thereof were enforceable, the Executive and the Company agree that: (i) the Executive’s interest in the Restricted Stock Award Agreement (including the underlying restricted stock) shall automatically lapse and be forfeited; (ii) the Company shall have no obligation to make any further payments to the Executive of any nature; (iii) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive, as well as the value of the Restricted Stock Award Agreement that may have vested, during the twelve (12) months preceding the date of the Executive’s termination, for any reason, to the date on which a court or arbitration panel held or found the restrictions described in Section 7.1 to have been violated; (iv) the Executive’s interest in any post-termination payment pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of this Agreement shall automatically lapse and be forfeited; (v) the Company shall have no obligation to make any further payments to the Executive under the terms of Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement; and (vi) the Company shall be entitled to receive the full value of any payments which were previously made to the Executive pursuant to Sections 4.3, 4.4, 4.5 and 4.6 of the Employment Agreement in the previous twelve (12) months.

8.ARBITRATION.  Should any dispute arise relating to the meaning, interpretation, enforcement or application of this Agreement, the dispute shall be settled in Harris County, Texas, in accordance with the terms, conditions and requirements described or contained in the Company’s arbitration policy, if any, and Rules of the American Arbitration Association governing individual employee agreements, and all costs of such arbitration including, but not limited to reasonable attorney’s fees and costs, shall be borne by the losing party. The Company, however, shall be entitled to obtain injunctive relief from any court of competent jurisdiction to enforce any provisions of this Agreement.

In the event the Company does not have an arbitration program,the Executive and the Company acknowledge that their employment relationship and this Agreement relate to interstate commerce and agree that any disputes, claims or controversies between the Executive and the Company or any subsidiary which may arise out of the Executive’s employment relationship with

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Company and/or this Agreement shall be settled by arbitration. Any arbitration shall be in accordance with the Rules of the American Arbitration Association governing individual employee agreements and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held before a single arbitrator in Harris County, Texas unless the Executive and the Company or the involved Subsidiary mutually agree on another location. The decision of the arbitrator will be enforceable in any court of competent jurisdiction. The arbitrator may award costs and attorneys’ fees in connection with the arbitration to the prevailing party; however, in the arbitrator’s discretion, each party may be ordered to bear that party’s own costs and attorneys’ fees. Punitive, liquidated or indirect damages shall not be awarded by the arbitrator unless such damages would be awarded by a court of competent jurisdiction applying the relevant law. The arbitrator shall have the authority to award injunctive or other equitable relief; however, nothing in this agreement to arbitrate, shall preclude the Company or involved subsidiary from obtaining injunctive relief or other equitable from a court of competent jurisdiction prohibiting any on-going breaches of this Agreement by the Executive while the arbitration is pending.

9.NOTICES.  Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed by first class mail, return receipt requested, to the recipient at the address indicated below:

To the Executive:	Steven R. Williams, Jr. 2425 West Loop South Houston, Texas 77027
To Company:	Stage Stores, Inc. 2425 West Loop South Houston, Texas 77027 Attention: Chief Executive Officer
With a copy to:	Stage Stores, Inc. 2425 West Loop South Houston, Texas 77027 Attention: Chief Legal Officer

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or mailed.

10.GOVERNING LAW.  Except as provided in Section 8, all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. In furtherance of the foregoing and except as provided in Section 8, the internal law of the State of Texas shall control the interpretation and construction of this Agreement, even though under the jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

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11.SEVERABILITY.  Each section, subsection and lesser section of this Agreement constitutes a separate and distinct undertaking, covenant or provision of this Agreement. In the event that any provision of this Agreement shall be determined to be invalid or unenforceable, that provision shall be deemed limited by construction in scope and effect to the minimum extent necessary to render it valid and enforceable, and, in the event that a limiting construction is impossible, the invalid or unenforceable provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect.

12.AMENDMENTS; MODIFICATIONS.  Neither this Agreement nor any term or provision in it may be changed, waived, discharged, rescinded or terminated orally, but only by an agreement in writing signed by the party against whom or which the enforcement of the change, waiver, discharge, rescission or termination is sought.

13.WAIVER.  No failure on the part of either party to this Agreement to exercise, and no delay in exercising, any right, power or remedy created under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No waiver by either party to this Agreement to any breach of, or default in, any term or condition of this Agreement shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term or condition of this Agreement. The terms and provisions of this Agreement, whether individually or in their entirety, may only be waived in writing and signed by the party against whom or which the enforcement of the waiver is sought.

14.SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure to the benefits of the successors, assigns, heirs, legatees, devisees, executors, administrators, receivers, trustees and representatives of the Executive and the Company and its Subsidiaries and their respective successors, assigns, administrators, receivers, trustees and representatives.

15.HEADINGS.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

16.COUNTERPARTS.  This Agreement may be executed in counterparts, each of which is deemed to be an original and both of which taken together constitute one and the same agreement.

17.FEES AND EXPENSES.  All costs and expenses incurred by either party in the preparation and negotiation of this Agreement shall be borne solely by the party incurring such expense without right of reimbursement.

18.FURTHER ASSURANCES.  TheExecutive and the Company covenant and agree that each will execute any additional instruments and take any actions as may be reasonably requested by the other party to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.

19.CONSTRUCTION.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Executive and the Company, and no presumption or burden of proof shall arise favoring or disfavoring either by virtue of the authorship of any of the provisions of this Agreement.

18

20.SURVIVAL.  TheExecutive and the Company agree that the terms and conditions of Sections 4 through 15 (inclusive), 19, 20 and 21 shall survive and continue in full force and effect, notwithstanding any expiration or termination of the Employment Period or this Agreement.

21.ENTIRE AGREEMENT.  This Agreement contains and constitutes the entire agreement between the Executive and the Company and supersedes and cancels any prior agreements, representations, warranties, or communications, whether oral or written, between the Executive and the Company or its Subsidiaries relating to the subject matter hereof in any way.

22.GENDER; NUMBER PLURALITY.  Unless the context otherwise requires, whenever used in this Agreement the singular shall include the plural, the plural shall include the singular, and the masculine gender shall include the neuter or feminine gender and vice versa.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

“COMPANY”	STAGE STORES, INC., a Nevada Corporation
	/s/	Michael L. Glazer
	By:	Michael L. Glazer
	Title:	President and CEO
“EXECUTIVE”	/s/	Steven R. Williams, Jr.
		Steven R. Williams, Jr., an individual

19

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael L. Glazer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Stage Stores, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	September 7, 2017	/s/ Michael L. Glazer
		Michael L. Glazer
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Oded Shein, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Stage Stores, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	September 7, 2017	/s/ Oded Shein
		Oded Shein
		Executive Vice President,
		Chief Financial Officer and Treasurer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Stage Stores, Inc. (the “Company”) on Form 10-Q for the quarter ended July 29, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Michael L. Glazer and Oded Shein, President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Treasurer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	September 7, 2017	/s/ Michael L. Glazer
		Michael L. Glazer
		President and Chief Executive Officer

/s/ Oded Shein

Oded Shein

Executive Vice President,

Chief Financial Officer and Treasurer

XML

Document and Entity Information - shares	6 Months Ended
	Jul. 29, 2017	Aug. 31, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	STAGE STORES INC
Entity Central Index Key (CIK)	0000006885
Current Fiscal Year End Date	--02-03
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Jul. 29, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		27,594,070
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
ASSETS
Cash and cash equivalents	$ 26,132	$ 13,803
Merchandise inventories, net	460,405	409,384
Prepaid expenses and other current assets	62,357	41,574
Total current assets	548,894	464,761
Property, equipment and leasehold improvements, net of accumulated depreciation of $721,472 and $697,087, respectively	269,977	284,110
Intangible assets	17,135	15,235
Other non-current assets, net	23,925	22,883
Total assets	859,931	786,989
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	126,904	101,985
Accrued expenses and other current liabilities	73,804	66,685
Total current liabilities	200,708	168,670
Long-term debt obligations	227,385	163,749
Other long-term liabilities	78,209	74,410
Total liabilities	506,302	406,829
Commitments and contingencies
Common stock, par value $0.01, 100,000 shares authorized, 32,766 and 32,340 shares issued, respectively	328	323
Additional paid-in capital	414,524	410,504
Treasury stock, at cost, 5,175 shares, respectively	(43,210)	(43,286)
Accumulated other comprehensive loss	(5,385)	(5,648)
(Accumulated deficit) retained earnings	(12,628)	18,267
Total stockholders' equity	353,629	380,160
Total liabilities and stockholders' equity	$ 859,931	$ 786,989

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jul. 29, 2017	Jan. 28, 2017
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 721,472	$ 697,087
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000	100,000
Common stock, shares issued (in shares)	32,766	32,340
Treasury stock, at cost (in shares)	5,175	5,175

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Income Statement [Abstract]
Net sales	$ 377,081	$ 338,385	$ 685,688	$ 671,135
Cost of sales and related buying, occupancy and distribution expenses	284,140	252,815	530,529	518,578
Gross profit	92,941	85,570	155,159	152,557
Selling, general and administrative expenses	100,643	85,368	189,152	175,512
Interest expense	1,918	1,192	3,504	2,221
Loss before income tax	(9,620)	(990)	(37,497)	(25,176)
Income tax benefit	(3,362)	(1,031)	(12,252)	(9,757)
Net (loss) income	(6,258)	41	(25,245)	(15,419)
Other comprehensive income:
Amortization of employee benefit related costs, net of tax of $81, $112, $161 and $170, respectively	132	183	263	278
Total other comprehensive income	132	183	263	278
Comprehensive (loss) income	$ (6,126)	$ 224	$ (24,982)	$ (15,141)
Basic (loss) earnings per share data:
Basic (loss) earnings per share	$ (0.23)	$ 0.00	$ (0.93)	$ (0.57)
Basic weighted average shares outstanding	27,535	27,111	27,401	27,021
Diluted (loss) earnings per share data:
Diluted (loss) earnings per share	$ (0.23)	$ 0.00	$ (0.93)	$ (0.57)
Diluted weighted average shares outstanding	27,535	27,175	27,401	27,021

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Other comprehensive income:
Amortization of employee benefit related costs, tax	$ 81	$ 112	$ 161	$ 170

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016
Cash flows from operating activities:
Net loss	$ (25,245)	$ (15,419)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and impairment of long-lived assets	33,177	36,508
(Gain) loss on retirements of property, equipment and leasehold improvements	(528)	124
Deferred income taxes	5,520	(1,404)
Tax deficiency from stock-based compensation		(3,230)
Stock-based compensation expense	4,312	6,552
Amortization of debt issuance costs	144	109
Deferred compensation obligation	(76)	208
Amortization of employee benefit related costs	424	448
Construction allowances from landlords	1,098	6,290
Other changes in operating assets and liabilities:
Increase in merchandise inventories	(19,251)	(25,121)
Increase in other assets	(22,188)	(9,415)
Increase in accounts payable and other liabilities	30,802	34,069
Net cash provided by operating activities	8,189	29,719
Cash flows from investing activities:
Additions to property, equipment and leasehold improvements	(15,502)	(57,677)
Proceeds from insurance and disposal of assets	1,307	1,047
Payments to acquire business	(36,144)
Net cash used in investing activities	(50,339)	(56,630)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings	277,013	253,095
Payments of revolving credit facility borrowings	(211,891)	(215,700)
Proceeds from long-term debt obligation		5,830
Payments of long-term debt obligations	(4,850)	(2,785)
Payments of debt issuance costs	(8)
Payments for stock related compensation	(135)	(817)
Cash dividends paid	(5,650)	(8,321)
Net cash provided by financing activities	54,479	31,302
Net increase in cash and cash equivalents	12,329	4,391
Cash and cash equivalents:
Beginning of period	13,803	16,487
End of period	26,132	20,878
Supplemental disclosures including non-cash investing and financing activities:
Interest paid	3,324	2,136
Income taxes paid	247	3,091
Unpaid liabilities for capital expenditures	$ 5,563	$ 4,537

XML

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 6 months ended Jul. 29, 2017 - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Earnings (Accumulated Deficit) [Member]
Balance at Jan. 28, 2017	$ 380,160	$ 323	$ 410,504	$ (43,286)	$ (5,648)	$ 18,267
Balance (in shares) at Jan. 28, 2017		32,340		5,175
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(25,245)					(25,245)
Other comprehensive income	263				263
Dividends on common stock, $0.20 per share	(5,650)					(5,650)
Deferred compensation			(76)	$ 76
Issuance of equity awards, net		$ 5	(5)
Issuance of equity awards, net (in shares)		426
Tax withholdings paid for net settlement of stock awards	(211)		(211)
Stock-based compensation expense	4,312		4,312
Balance at Jul. 29, 2017	$ 353,629	$ 328	$ 414,524	$ (43,210)	$ (5,385)	$ (12,628)
Balance (in shares) at Jul. 29, 2017		32,766		5,175

XML

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical)	6 Months Ended
	Jul. 29, 2017 $ / shares
Statement of Stockholders' Equity [Abstract]
Dividends on common stock (in dollars per share)	$ 0.200

XML

Basis of Presentation (Notes)

6 Months Ended

Jul. 29, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Stage Stores, Inc. and its subsidiary (“we,” “us” or “our”) have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. Those adjustments that are, in the opinion of management, necessary for a fair presentation of the results of the interim periods have been made. Results of operations for such interim periods are not necessarily indicative of the results of operations for a full year due to seasonality and other factors. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto filed with our Annual Report on Form 10-K for the year ended January 28, 2017 (“Form 10-K”).    

References to a particular year are to our fiscal year, which is the 52- or 53-week period ending on the Saturday closest to January 31st of the following calendar year.  For example, a reference to “2017” is a reference to the fiscal year ending February 3, 2018, and “2016” is a reference to the fiscal year ended January 28, 2017. Fiscal years 2017 and 2016 are comprised of 53 weeks and 52 weeks, respectively. References to the “three months endedJuly 29, 2017” and “three months endedJuly 30, 2016” are for the respective 13-week fiscal quarters. References to the “six months endedJuly 29, 2017” and “six months endedJuly 30, 2016” are for the respective 26-week fiscal periods.

On April 7, 2017, we acquired select assets of Gordmans Stores, Inc. and its subsidiaries through a bankruptcy auction (“Gordmans Acquisition”). The results of the GORDMANS branded stores that we operated from April 7, 2017 through July 29, 2017 are included in our condensed consolidated statement of operations for the six months endedJuly 29, 2017 (see Note 8).     

 Recently Adopted Accounting Pronouncements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which modifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and the option to estimate expected forfeitures or recognize forfeitures as they occur. We adopted this standard on a prospective basis in first quarter of 2017. Under the new standard, excess income tax benefits and deficiencies related to awards that vest or settle are recognized in the provision for income taxes as a discrete event in the period in which they occur. Historically, these amounts were reflected within additional paid-in capital on the balance sheet. In addition, upon adoption excess tax benefits are reflected within operating activities in the statements of cash flows, whereas historically these amounts were reflected as a financing activity. Cash paid to tax authorities when shares are withheld from a settlement to satisfy employee tax withholding obligations continue to be classified as a financing activity in the statement of cash flows. We have elected to recognize forfeitures as they occur. The recognition of excess tax benefits and deficiencies may create significant volatility in the provision for income taxes and earnings. We recognized excess tax deficiencies of $0.3 million and $2.0 million in the provision for income taxes for three and six months ended July 29, 2017, respectively. The adoption of the other requirements of this guidance did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on certain specific cash flow issues including proceeds received from the settlement of insurance claims. This guidance requires cash proceeds received from the settlement of insurance claims to be classified on the statement of cash flows on the basis of the related insurance coverage (that is, the nature of the loss). The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted and is to be applied retrospectively. We adopted this guidance in the first quarter of 2017. The adoption of ASU 2016-15 did not have a material impact on our condensed consolidated statements of cash flows.

 Recent Accounting Pronouncements Not Yet Adopted. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes most existing revenue recognition guidance in GAAP. The core principle of the guidance is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects what a company expects to be entitled to in exchange for those goods or services. The guidance also requires expanded disclosures regarding revenues. The new revenue standard allows for either a retrospective or cumulative effect transition method of adoption and will be effective for us in the first quarter of fiscal year ending February 2, 2019. Although we continue to evaluate the impact on our revenue recognition and disclosure requirements, based on our analysis thus far, we do not expect the adoption to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize the assets and liabilities that arise from finance and operating leases on the balance sheet. In addition, this guidance requires disclosures about the amount, timing and uncertainty of cash flows arising from leases. The new standard will be effective for us in the first quarter of fiscal year ending February 1, 2020. We are currently evaluating the impact that the adoption of this ASU will have on our consolidated financial statements and we expect that our reported assets and liabilities will significantly increase under the new standard.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires employers that offer or maintain defined benefit plans to disaggregate the service component from the other components of net benefit cost and provides guidance on presentation of the service component and the other components of net benefit cost in the statement of operations. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017. We are currently evaluating the impact that the adoption of ASU 2017-07 will have on our consolidated financial statements.

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Share-Based Compensation (Notes)

6 Months Ended

Jul. 29, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

STOCK-BASED COMPENSATION

Stock-based compensation expense by type of grant for each period presented was as follows (in thousands):

	Three Months Ended						Six Months Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
Restricted stock units	$	129		$	—		$	202		$	—
Non-vested stock	1,395			2,213			2,903			3,949
Performance shares	735			1,530			1,409			2,603
Total compensation expense	2,259			3,743			4,514			6,552
Related tax benefit	(849		)	(1,408		)	(1,697		)	(2,464		)
Stock-based compensation expense, net of tax	$	1,410		$	2,335		$	2,817		$	4,088

As of July 29, 2017, we have unrecognized compensation cost of $15.4 million related to stock-based compensation awards granted. That cost is expected to be recognized over a weighted average period of 2.3 years.

Stock Appreciation Rights (“SARs”)

Prior to 2012, we granted SARs to our employees, which generally vested 25% annually over a four year period from the grant date. Outstanding SARs expire, if not exercised or forfeited, within seven years from the grant date. Exercised SARs are settled by the issuance of common stock in an amount equal to the increase in share price of our common stock between the grant date and the exercise date.

The following table summarizes SARs activity for the six months endedJuly 29, 2017:

Stock Appreciation Rights	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding, vested and exercisable at January 28, 2017	177,900		$	17.69
Expired	(64,250	)	16.26
Outstanding, vested and exercisable at July 29, 2017	113,650		$	18.50	0.6	$	—

Restricted Stock Units (“RSUs”)

We grant RSUs to our employees. These awards vest 25% annually over a four year period from the grant date. Each vested RSU is settled in cash in an amount equal to the fair market value of one share of our common stock on the vesting date, not to exceed five times the per share fair market value of our common stock on the grant date. Unvested RSUs have the right to receive a dividend equivalent payment equal to cash dividends paid on our common stock. RSUs are accounted for as a liability in accordance with accounting guidance for cash settled stock awards. The liability for RSUs is remeasured based on the closing share price of our common stock at each reporting period until the award vests. Compensation expense is recognized ratably over the vesting period and adjusted with changes in the fair value of the liability.

The following table summarizes restricted stock unit activity for the six months endedJuly 29, 2017:

Restricted Stock Units	Number of Units	Weighted Average Grant  Date Fair Value
Outstanding at January 28, 2017	—	$	—
Granted	1,321,250	2.14
Outstanding at July 29, 2017	1,321,250	2.14

The weighted-average grant date fair value for restricted stock units granted during the six months endedJuly 29, 2017 was $2.14.

Non-vested Stock

We grant shares of non-vested stock to our employees and non-employee directors. Non-vested stock awarded to employees vests 25% annually over a four year period from the grant date. Non-vested stock awarded to non-employee directors cliff vests after one year. At the end of the vesting period, non-vested stock converts one-for-one to common stock. Certain non-vested stock awards have shareholder rights, including the right to vote and to receive dividends. The fair value of non-vested stock awards with dividend rights is based on the closing share price of our common stock on the grant date. The fair value of non-vested stock awards that do not have dividend rights is discounted for the present value of expected dividends during the vesting period. Compensation expense is recognized ratably over the vesting period.

The following table summarizes non-vested stock activity for the six months endedJuly 29, 2017:

Non-vested Stock	Number of Shares		Weighted Average Grant  Date Fair Value
Outstanding at January 28, 2017	1,596,410		$	10.22
Granted	668,371		2.21
Vested	(523,462	)	11.56
Forfeited	(21,683	)	9.66
Outstanding at July 29, 2017	1,719,636		6.70

The weighted-average grant date fair value for non-vested stock granted during the six months endedJuly 29, 2017 and July 30, 2016 was $2.21 and $6.95, respectively. The aggregate intrinsic value of non-vested stock that vested during the six months endedJuly 29, 2017 and July 30, 2016, was $1.1 million and $2.6 million, respectively. The payment of the employees’ tax liability for a portion of the vested shares was satisfied by withholding shares with a fair value equal to the tax liability. As a result, the actual number of shares issued during six months endedJuly 29, 2017 was 425,597.

Performance Shares

We grant performance shares as a means of rewarding management for our long-term performance based on total shareholder return relative to a specific group of companies over a three-year performance cycle. Performance shares cliff vest following a three-year performance cycle. The actual number of shares that may be earned and issued ranges from zero to a maximum of twice the number of granted shares outstanding on the vesting date. Grant recipients do not have any shareholder rights until the granted shares have been earned and issued. The fair value of performance shares is estimated using a Monte Carlo simulation, based on the expected term of the award, a risk-free rate, expected dividends, expected volatility, and stock price for our common stock and the specified peer group. The expected term is estimated based on the vesting period of the awards, the risk-free rate is based on the yield on U.S. Treasury securities matching the vesting period, and the volatility is based on the historical volatility over the expected term. Compensation expense is recorded ratably over the corresponding vesting period.

The following table summarizes information about the performance shares that were outstanding at July 29, 2017:

Period Granted	Target Shares Outstanding at January 28, 2017	Target Shares Granted	Target Shares Vested	Target Shares Forfeited	Target Shares Outstanding at July 29, 2017	Weighted Average Grant Date Fair Value Per Share
2015	158,490	—	—	—	158,490	$	28.33
2016	330,233	—	—	—	330,233	8.69
2017	—	600,000	—	—	600,000	1.80
Total	488,723	600,000	—	—	1,088,723	7.75

The weighted-average grant date fair value for performance shares granted during the six months endedJuly 29, 2017 and July 30, 2016 was $1.80 and $8.69, respectively. No performance shares vested during the six months endedJuly 29, 2017 and July 30, 2016, respectively.

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Debt Obligations (Notes)

6 Months Ended

Jul. 29, 2017

Debt Disclosure [Abstract]

Debt Obligations

DEBT OBLIGATIONS

Debt obligations for each period presented consisted of the following (in thousands):

	July 29, 2017		January 28, 2017
Revolving Credit Facility	$	224,824	$	159,702
Finance obligations	2,142		2,708
Other financing	3,469		7,753
Total debt obligations	230,435		170,163
Less: Current portion of debt obligations	3,050		6,414
Long-term debt obligations	$	227,385	$	163,749

We have a $400.0 million senior secured revolving credit facility (“Revolving Credit Facility”) with a seasonal increase to $450.0 million and a $25.0 million letter of credit sublimit. The Revolving Credit Facility matures on December 16, 2021.

We use the Revolving Credit Facility to provide financing for working capital and general corporate purposes, as well as to finance capital expenditures and to support our letter of credit requirements. Borrowings are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the Revolving Credit Facility agreement. Inventory, cash and cash equivalents are pledged as collateral. The daily interest rates are determined by a prime rate or LIBOR, plus an applicable margin, as set forth in the Revolving Credit Facility agreement. For the six months endedJuly 29, 2017, the weighted average interest rate on outstanding borrowings and the average daily borrowings were 2.54% and $215.4 million, respectively.

Letters of credit issued under the Revolving Credit Facility support certain merchandise purchases and collateralize retained risks and deductibles under various insurance programs. At July 29, 2017, outstanding letters of credit totaled approximately $12.3 million. These letters of credit expire within 12 months of issuance, but may be renewed. Excess availability under the Revolving Credit Facility at July 29, 2017 was $90.4 million.

The Revolving Credit Facility agreement contains covenants which, among other things, restrict, based on required levels of excess availability, (i) the amount of additional debt or capital lease obligations, (ii) the payment of dividends to $30 million in a fiscal year, and (iii) the repurchase of common stock under certain circumstances. The agreement also contains a fixed charge coverage ratio covenant in the event excess availability is below a defined threshold or an event of default has occurred. At July 29, 2017, we were in compliance with all of the debt covenants of the Revolving Credit Facility agreement and we expect to remain in compliance.

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Earnings per Share (Notes)

6 Months Ended

Jul. 29, 2017

Earnings Per Share [Abstract]

Earnings per Share

EARNINGS PER SHARE

The following tables show the computation of basic and diluted (loss) earnings per common share for each period presented (in thousands, except per share amounts):

	Three Months Ended					Six Months Ended
	July 29, 2017			July 30, 2016		July 29, 2017			July 30, 2016
Basic:
Net (loss) income	$	(6,258	)	$	41	$	(25,245	)	$	(15,419	)
Less: Allocation of earnings to participating securities	(51		)	—		(202		)	—
Net (loss) income allocated to common shares	(6,309		)	41		(25,447		)	(15,419		)
Basic weighted average shares outstanding	27,535			27,111		27,401			27,021
Basic (loss) earnings per share	$	(0.23	)	$	—	$	(0.93	)	$	(0.57	)
	Three Months Ended					Six Months Ended
	July 29, 2017			July 30, 2016		July 29, 2017			July 30, 2016
Diluted:
Net (loss) income	$	(6,258	)	$	41	$	(25,245	)	$	(15,419	)
Less: Allocation of earnings to participating securities	(51		)	—		(202		)	—
Net (loss) income allocated to common shares	(6,309		)	41		(25,447		)	(15,419		)
Basic weighted average shares outstanding	27,535			27,111		27,401			27,021
Add: Dilutive effect of stock awards	—			64		—			—
Diluted weighted average shares outstanding	27,535			27,175		27,401			27,021
Diluted (loss) earnings per share	$	(0.23	)	$	—	$	(0.93	)	$	(0.57	)

The number of shares attributable to SARs and non-vested stock grants that would have been considered dilutive securities, but were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive were as follows (in thousands):

	Three Months Ended		Six Months Ended
	July 29, 2017	July 30, 2016	July 29, 2017	July 30, 2016
Number of anti-dilutive shares due to net loss for the period	—	—	—	53
Number of anti-dilutive SARs due to exercise price greater than average market price of our common stock	119	194	138	203

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Stockholders' Equity (Notes)

6 Months Ended

Jul. 29, 2017

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

STOCKHOLDERS’ EQUITY

On August 17, 2017, our Board of Directors (“Board”) declared a quarterly cash dividend of $0.05 per share of common stock, payable on September 13, 2017 to shareholders of record at the close of business on August 29, 2017.

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Pension Plan (Notes)

6 Months Ended

Jul. 29, 2017

Retirement Benefits [Abstract]

Pension Plan

PENSION PLAN

We sponsor a frozen defined benefit pension plan. The components of net periodic pension cost were as follows (in thousands):

	Three Months Ended						Six Months Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
Employer service cost	$	120		$	99		$	245		$	170
Interest cost	363			400			727			798
Expected return on plan assets	(412		)	(422		)	(815		)	(875		)
Net loss amortization	213			295			424			448
Net periodic pension cost	$	284		$	372		$	581		$	541

Our funding policy is to make contributions to maintain the minimum funding requirements for our pension obligations in accordance with the Employee Retirement Income Security Act. We may elect to contribute additional amounts to maintain a level of funding to minimize the Pension Benefit Guaranty Corporation premium costs or to cover the short-term liquidity needs of the plan in order to maintain current invested positions. We contributed $0.1 million during the six months endedJuly 29, 2017, and we expect to contribute an additional $0.8 million in 2017.

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Fair Value Measurements (Notes)

6 Months Ended

Jul. 29, 2017

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

FAIR VALUE MEASUREMENTS

We recognize or disclose the fair value of our financial and non-financial assets and liabilities on a recurring and non-recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we assume the highest and best use of the asset by market participants in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability.

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels, and base the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 –	Quoted prices in active markets for identical assets or liabilities.
Level 2 –	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 –	Inputs that are both unobservable and significant to the overall fair value measurement reflect our estimates of assumptions that market participants would use in pricing the asset or liability.

Financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

	July 29, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other assets:
Securities held in grantor trust for deferred compensation plans (a)(b)	$	19,019	$	19,019	$	—	$	—
	January 28, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other assets:
Securities held in grantor trust for deferred compensation plans (a)(b)	$	18,094	$	18,094	$	—	$	—

^(a) The liability for the amount due to participants corresponding in value to the securities held in the grantor trust is recorded in other long-term liabilities.

^(b) Using the market approach, the fair values of these items represent quoted market prices multiplied by the quantities held. Net gains and losses related to the changes in fair value in the assets and liabilities under the various deferred compensation plans are recorded in selling, general and administrative expenses and were nil for the six months endedJuly 29, 2017 and for the fiscal year ended January 28, 2017.

Non-financial assets measured at fair value on a nonrecurring basis were as follows (in thousands):

	July 29, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Store property, equipment and leasehold improvements (a)	$	251	$	—	$	—	$	251
	January 28, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Store property, equipment and leasehold improvements (a)	$	8,795	$	—	$	—	$	8,795

^(a) Using an undiscounted cash flow model, we evaluate the cash flow trends of our stores at least annually and when events or changes in circumstances, such as a store closure, indicate that property, equipment and leasehold improvements may not be fully recoverable. When a store’s projected undiscounted cash flows indicate its carrying value may not be recoverable, we use a discounted cash flow model, with a 10% discount rate, to estimate the fair value of the underlying long-lived assets. An impairment write-down is recorded if the carrying value of a long-lived asset exceeds its fair value. Key assumptions in estimating future cash flows include, among other things, expected future operating performance, including expected closure date and lease term, and changes in economic conditions. We believe estimated future cash flows are sufficient to support the carrying value of our long-lived assets. Significant changes in the key assumptions used in our cash flow projections may result in additional asset impairments. For the six months endedJuly 29, 2017 and fiscal year 2016, we recognized impairment charges of $0.2 million and $19.9 million respectively. Impairment charges are recorded in cost of sales and related buying, occupancy and distribution expenses.

Due to the short-term nature of cash and cash equivalents, payables and short-term debt obligations, the carrying value approximates the fair value of these instruments. In addition, we believe that the Revolving Credit Facility obligation approximates its fair value because interest rates are adjusted daily based on current market rates.

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Gordmans Acquisition (Notes)

6 Months Ended

Jul. 29, 2017

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

GORDMANS ACQUISITION

On April 7, 2017, we acquired select assets of Gordmans Stores, Inc. and its subsidiaries (collectively, the “Sellers”) through a bankruptcy auction. The terms of the transaction agreement required us to take assignment of a minimum of 50 of the Sellers’ store leases, with rights to take assignment of the leases for an additional seven stores and a distribution center. We also acquired all of the Sellers’ inventory, furniture, fixtures and equipment at the 57 store locations and distribution center, as well as the trademarks and other intellectual property of the Sellers. The GORDMANS branded stores, which we intend to operate as an off-price concept, add scale to our business, while allowing us to leverage strategic synergies and our current infrastructure. The acquisition also brings beneficial geographic and customer diversification.

The purchase price was finalized and we completed the lease assignments in the second quarter 2017. The purchase price for the inventory and other assets acquired from the Sellers was approximately $36.1 million, all of which was paid during the six months endedJuly 29, 2017 using existing cash and availability under our Revolving Credit Facility. We took assignment of 55 of the 57 store locations and the distribution center. We also entered into new leases for 3 former Gordmans store locations, of which, two were opened in the second quarter 2017 and one opened in August 2017.

The estimated fair values of the assets acquired at the acquisition date, which are provisional pending the final valuation, were as follows (in thousands):

	April 7, 2017
Inventory	$	31,770
Property, plant and equipment and other assets	4,374
Total	$	36,144

We recognized $2.9 million and $9.2 million of acquisition and integration related costs in selling, general and administrative expenses for the three and six months endedJuly 29, 2017, respectively.

Net sales included in our condensed consolidated statements of operations from the GORDMANS branded stores that we operated were $55.5 million and $71.8 million for the three and six months endedJuly 29, 2017, respectively.

Pro forma net sales and earnings for the three and six months ended July 29, 2017 and July 30, 2016 are not presented due to the impracticability in substantiating this information as the Gordmans Acquisition was limited to select assets and assignment of leases acquired through a bankruptcy auction. Furthermore, the results of operations may be impacted by the Sellers’ liquidation and may not be indicative of future performance.

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Basis of Presentation (Policies)

6 Months Ended

Jul. 29, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fiscal Period, Policy [Policy Text Block]

References to a particular year are to our fiscal year, which is the 52- or 53-week period ending on the Saturday closest to January 31st of the following calendar year.  For example, a reference to “2017” is a reference to the fiscal year ending February 3, 2018, and “2016” is a reference to the fiscal year ended January 28, 2017. Fiscal years 2017 and 2016 are comprised of 53 weeks and 52 weeks, respectively. References to the “three months endedJuly 29, 2017” and “three months endedJuly 30, 2016” are for the respective 13-week fiscal quarters. References to the “six months endedJuly 29, 2017” and “six months endedJuly 30, 2016” are for the respective 26-week fiscal periods.

Share-based Compensation, Forfeitures [Policy Text Block]

We have elected to recognize forfeitures as they occur.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which modifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, and the option to estimate expected forfeitures or recognize forfeitures as they occur. We adopted this standard on a prospective basis in first quarter of 2017. Under the new standard, excess income tax benefits and deficiencies related to awards that vest or settle are recognized in the provision for income taxes as a discrete event in the period in which they occur. Historically, these amounts were reflected within additional paid-in capital on the balance sheet. In addition, upon adoption excess tax benefits are reflected within operating activities in the statements of cash flows, whereas historically these amounts were reflected as a financing activity. Cash paid to tax authorities when shares are withheld from a settlement to satisfy employee tax withholding obligations continue to be classified as a financing activity in the statement of cash flows. We have elected to recognize forfeitures as they occur. The recognition of excess tax benefits and deficiencies may create significant volatility in the provision for income taxes and earnings. We recognized excess tax deficiencies of $0.3 million and $2.0 million in the provision for income taxes for three and six months ended July 29, 2017, respectively. The adoption of the other requirements of this guidance did not have a material impact on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on certain specific cash flow issues including proceeds received from the settlement of insurance claims. This guidance requires cash proceeds received from the settlement of insurance claims to be classified on the statement of cash flows on the basis of the related insurance coverage (that is, the nature of the loss). The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted and is to be applied retrospectively. We adopted this guidance in the first quarter of 2017. The adoption of ASU 2016-15 did not have a material impact on our condensed consolidated statements of cash flows.

 Recent Accounting Pronouncements Not Yet Adopted. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes most existing revenue recognition guidance in GAAP. The core principle of the guidance is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects what a company expects to be entitled to in exchange for those goods or services. The guidance also requires expanded disclosures regarding revenues. The new revenue standard allows for either a retrospective or cumulative effect transition method of adoption and will be effective for us in the first quarter of fiscal year ending February 2, 2019. Although we continue to evaluate the impact on our revenue recognition and disclosure requirements, based on our analysis thus far, we do not expect the adoption to have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize the assets and liabilities that arise from finance and operating leases on the balance sheet. In addition, this guidance requires disclosures about the amount, timing and uncertainty of cash flows arising from leases. The new standard will be effective for us in the first quarter of fiscal year ending February 1, 2020. We are currently evaluating the impact that the adoption of this ASU will have on our consolidated financial statements and we expect that our reported assets and liabilities will significantly increase under the new standard.

In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires employers that offer or maintain defined benefit plans to disaggregate the service component from the other components of net benefit cost and provides guidance on presentation of the service component and the other components of net benefit cost in the statement of operations. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017. We are currently evaluating the impact that the adoption of ASU 2017-07 will have on our consolidated financial statements.

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Share-Based Compensation (Tables)

6 Months Ended

Jul. 29, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based compensation expense by type of grant

Stock-based compensation expense by type of grant for each period presented was as follows (in thousands):

	Three Months Ended						Six Months Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
Restricted stock units	$	129		$	—		$	202		$	—
Non-vested stock	1,395			2,213			2,903			3,949
Performance shares	735			1,530			1,409			2,603
Total compensation expense	2,259			3,743			4,514			6,552
Related tax benefit	(849		)	(1,408		)	(1,697		)	(2,464		)
Stock-based compensation expense, net of tax	$	1,410		$	2,335		$	2,817		$	4,088

Stock appreciation rights

The following table summarizes SARs activity for the six months endedJuly 29, 2017:

Stock Appreciation Rights	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding, vested and exercisable at January 28, 2017	177,900		$	17.69
Expired	(64,250	)	16.26
Outstanding, vested and exercisable at July 29, 2017	113,650		$	18.50	0.6	$	—

Nonvested restricted stock units

The following table summarizes restricted stock unit activity for the six months endedJuly 29, 2017:

Restricted Stock Units	Number of Units	Weighted Average Grant  Date Fair Value
Outstanding at January 28, 2017	—	$	—
Granted	1,321,250	2.14
Outstanding at July 29, 2017	1,321,250	2.14

Non-vested stock

The following table summarizes non-vested stock activity for the six months endedJuly 29, 2017:

Non-vested Stock	Number of Shares		Weighted Average Grant  Date Fair Value
Outstanding at January 28, 2017	1,596,410		$	10.22
Granted	668,371		2.21
Vested	(523,462	)	11.56
Forfeited	(21,683	)	9.66
Outstanding at July 29, 2017	1,719,636		6.70

Performance shares

The following table summarizes information about the performance shares that were outstanding at July 29, 2017:

Period Granted	Target Shares Outstanding at January 28, 2017	Target Shares Granted	Target Shares Vested	Target Shares Forfeited	Target Shares Outstanding at July 29, 2017	Weighted Average Grant Date Fair Value Per Share
2015	158,490	—	—	—	158,490	$	28.33
2016	330,233	—	—	—	330,233	8.69
2017	—	600,000	—	—	600,000	1.80
Total	488,723	600,000	—	—	1,088,723	7.75

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Debt Obligations (Tables)

6 Months Ended

Jul. 29, 2017

Debt Disclosure [Abstract]

Debt obligations

Debt obligations for each period presented consisted of the following (in thousands):

	July 29, 2017		January 28, 2017
Revolving Credit Facility	$	224,824	$	159,702
Finance obligations	2,142		2,708
Other financing	3,469		7,753
Total debt obligations	230,435		170,163
Less: Current portion of debt obligations	3,050		6,414
Long-term debt obligations	$	227,385	$	163,749

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Earnings per Share (Tables)

6 Months Ended

Jul. 29, 2017

Earnings Per Share [Abstract]

Computation of basic and diluted earnings per share

The following tables show the computation of basic and diluted (loss) earnings per common share for each period presented (in thousands, except per share amounts):

	Three Months Ended					Six Months Ended
	July 29, 2017			July 30, 2016		July 29, 2017			July 30, 2016
Basic:
Net (loss) income	$	(6,258	)	$	41	$	(25,245	)	$	(15,419	)
Less: Allocation of earnings to participating securities	(51		)	—		(202		)	—
Net (loss) income allocated to common shares	(6,309		)	41		(25,447		)	(15,419		)
Basic weighted average shares outstanding	27,535			27,111		27,401			27,021
Basic (loss) earnings per share	$	(0.23	)	$	—	$	(0.93	)	$	(0.57	)
	Three Months Ended					Six Months Ended
	July 29, 2017			July 30, 2016		July 29, 2017			July 30, 2016
Diluted:
Net (loss) income	$	(6,258	)	$	41	$	(25,245	)	$	(15,419	)
Less: Allocation of earnings to participating securities	(51		)	—		(202		)	—
Net (loss) income allocated to common shares	(6,309		)	41		(25,447		)	(15,419		)
Basic weighted average shares outstanding	27,535			27,111		27,401			27,021
Add: Dilutive effect of stock awards	—			64		—			—
Diluted weighted average shares outstanding	27,535			27,175		27,401			27,021
Diluted (loss) earnings per share	$	(0.23	)	$	—	$	(0.93	)	$	(0.57	)

Number of anti-dilutive securities excluded from computation of diluted loss per share

The number of shares attributable to SARs and non-vested stock grants that would have been considered dilutive securities, but were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive were as follows (in thousands):

	Three Months Ended		Six Months Ended
	July 29, 2017	July 30, 2016	July 29, 2017	July 30, 2016
Number of anti-dilutive shares due to net loss for the period	—	—	—	53
Number of anti-dilutive SARs due to exercise price greater than average market price of our common stock	119	194	138	203

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Pension Plan (Tables)

6 Months Ended

Jul. 29, 2017

Retirement Benefits [Abstract]

Components of pension cost

We sponsor a frozen defined benefit pension plan. The components of net periodic pension cost were as follows (in thousands):

	Three Months Ended						Six Months Ended
	July 29, 2017			July 30, 2016			July 29, 2017			July 30, 2016
Employer service cost	$	120		$	99		$	245		$	170
Interest cost	363			400			727			798
Expected return on plan assets	(412		)	(422		)	(815		)	(875		)
Net loss amortization	213			295			424			448
Net periodic pension cost	$	284		$	372		$	581		$	541

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Fair Value Measurements (Tables)

6 Months Ended

Jul. 29, 2017

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on a recurring basis [Table Text Block]

Financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

	July 29, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other assets:
Securities held in grantor trust for deferred compensation plans (a)(b)	$	19,019	$	19,019	$	—	$	—
	January 28, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other assets:
Securities held in grantor trust for deferred compensation plans (a)(b)	$	18,094	$	18,094	$	—	$	—

^(a) The liability for the amount due to participants corresponding in value to the securities held in the grantor trust is recorded in other long-term liabilities.

^(b) Using the market approach, the fair values of these items represent quoted market prices multiplied by the quantities held. Net gains and losses related to the changes in fair value in the assets and liabilities under the various deferred compensation plans are recorded in selling, general and administrative expenses and were nil for the six months endedJuly 29, 2017 and for the fiscal year ended January 28, 2017.

Assets and liabilities measured at fair value on a nonrecurring basis [Table Text Block]

Non-financial assets measured at fair value on a nonrecurring basis were as follows (in thousands):

	July 29, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Store property, equipment and leasehold improvements (a)	$	251	$	—	$	—	$	251
	January 28, 2017
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Store property, equipment and leasehold improvements (a)	$	8,795	$	—	$	—	$	8,795

^(a) Using an undiscounted cash flow model, we evaluate the cash flow trends of our stores at least annually and when events or changes in circumstances, such as a store closure, indicate that property, equipment and leasehold improvements may not be fully recoverable. When a store’s projected undiscounted cash flows indicate its carrying value may not be recoverable, we use a discounted cash flow model, with a 10% discount rate, to estimate the fair value of the underlying long-lived assets. An impairment write-down is recorded if the carrying value of a long-lived asset exceeds its fair value. Key assumptions in estimating future cash flows include, among other things, expected future operating performance, including expected closure date and lease term, and changes in economic conditions. We believe estimated future cash flows are sufficient to support the carrying value of our long-lived assets. Significant changes in the key assumptions used in our cash flow projections may result in additional asset impairments. For the six months endedJuly 29, 2017 and fiscal year 2016, we recognized impairment charges of $0.2 million and $19.9 million respectively. Impairment charges are recorded in cost of sales and related buying, occupancy and distribution expenses.

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Gordmans Acquisition (Tables)

6 Months Ended

Jul. 29, 2017

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The estimated fair values of the assets acquired at the acquisition date, which are provisional pending the final valuation, were as follows (in thousands):

	April 7, 2017
Inventory	$	31,770
Property, plant and equipment and other assets	4,374
Total	$	36,144

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Basis of Presentation (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016	Feb. 03, 2018	Jan. 28, 2017
Fiscal Year [Line Items]
Fiscal Period Duration	91 days	91 days	182 days	182 days	371 days	364 days
Share-based Arrangements with Employees and Nonemployees [Abstract]
Share-based compensation, excess tax deficiency from vesting	$ 0.3		$ 2.0
Length of some fiscal years | Minimum
Fiscal Year [Line Items]
Fiscal Period Duration			364 days
Length of some fiscal years | Maximum
Fiscal Year [Line Items]
Fiscal Period Duration			371 days

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Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 2,259	$ 3,743	$ 4,514	$ 6,552
Stock-based compensation expense, tax benefit	(849)	(1,408)	(1,697)	(2,464)
Stock-based compensation expense, net of tax	1,410	2,335	$ 2,817	4,088
Weighted average period, unrecognized compensation expense			2 years 4 months
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized [Abstract]
Unrecognized share-based compensation expense	15,400		$ 15,400
Restricted stock unit
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	129		202
Non-vested stock
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	1,395	2,213	2,903	3,949
Performance shares
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 735	$ 1,530	$ 1,409	$ 2,603

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Share-Based Compensation Stock Appreciation Rights (SARs) (Details) - Stock Appreciation Rights (SARs) $ / shares in Units, $ in Thousands	6 Months Ended
	Jul. 29, 2017 USD ($) $ / shares shares
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award annual vesting rights	25%
Award vesting period	4 years
Expiration period if not exercised or forfeited	7 years
Settlement at the end of vesting period	issuance of common stock in an amount equal to the increase in share price of our common stock between the grant date and the exercise date
Number of shares
Outstanding, vested and exercisable at January 28, 2017 | shares	177,900
Expired | shares	64,250
Outstanding, vested and exercisable at July 29, 2017 | shares	113,650
Weighted Average Exercise Price [Abstract]
Outstanding, vested and exercisable at January 28, 2017 | $ / shares	$ 17.69
Expired | $ / shares	16.26
Outstanding, vested and exercisable at July 29, 2017 | $ / shares	$ 18.50
Weighted average remaining contractual term
Weighted average remaining period until forfeited	7 months
Aggregate intrinsic value
Aggregate intrinsic value, vested and exercisable | $	$ 0

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Share-Based Compensation Restricted Stock Units (Details) - Restricted stock unit	6 Months Ended
	Jul. 29, 2017 $ / shares shares
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award annual vesting rights	25.00%
Award vesting period	4 years
Settlement at the end of vesting period	Each vested RSU is settled in cash in an amount equal to the fair market value of one share of our common stock on the vesting date, not to exceed five times the per share fair market value of our common stock on the grant date
Number of shares
Granted | shares	1,321,250
Outstanding at July 29, 2017 | shares	1,321,250
Weighted average grant date fair value (in dollars per share)
Grants in period, weighted average grant date fair value (in dollars per share) | $ / shares	$ 2.14
Outstanding at July 29, 2017, weighted average grant date fair value (in dollars per share) | $ / shares	$ 2.14

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Share-Based Compensation Restricted Stock (Details) - Non-vested stock - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Settlement at the end of vesting period	one-for-one to common stock
Number of shares
Outstanding at January 28, 2017	1,596,410
Granted	668,371
Vested	523,462
Forfeited	21,683
Outstanding at July 29, 2017	1,719,636
Weighted average grant date fair value (in dollars per share)
Outstanding at January 28, 2017, weighted average grant date fair value (in dollars per share)	$ 10.22
Grants in period, weighted average grant date fair value (in dollars per share)	2.21	$ 6.95
Vested in period, weighted average grant date fair value (in dollars per share)	11.56
Forfeitures in period, weighted average grant date fair value (in dollars per share)	9.66
Outstanding at July 29, 2017, weighted average grant date fair value (in dollars per share)	$ 6.70
Aggregate intrinsic value
Aggregate intrinsic value, vested	$ 1.1	$ 2.6
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Shares issued in period	425,597
Employees
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award annual vesting rights	25%
Award vesting period	4 years
Non-employee directors
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year

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Share-Based Compensation Performance Shares (Details)	6 Months Ended
	Jul. 29, 2017 shares $ / shares	Jul. 30, 2016 $ / shares
Performance shares
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award requisite service period	3 years
Settlement at the end of vesting period	Converts to common stock ranging from zero to a maximum of twice the number of granted shares outstanding on the vesting date
Number of shares
Outstanding at January 28, 2017	488,723
Granted	600,000
Outstanding at July 29, 2017	1,088,723
Weighted average grant date fair value (in dollars per share)
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 7.75
Performance shares | Maximum
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Multiple of the number of granted shares outstanding for issuable shares	2
Performance shares | Minimum
Stock-based Compensation Arrangement by Share-based Payment Award [Line Items]
Multiple of the number of granted shares outstanding for issuable shares	0
2015 Performance Shares Granted
Number of shares
Outstanding at January 28, 2017	158,490
Outstanding at July 29, 2017	158,490
Weighted average grant date fair value (in dollars per share)
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 28.33
2016 Performance Shares Granted
Number of shares
Outstanding at January 28, 2017	330,233
Outstanding at July 29, 2017	330,233
Weighted average grant date fair value (in dollars per share)
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 8.69	$ 8.69
2017 Performance Shares Granted
Number of shares
Granted	600,000
Outstanding at July 29, 2017	600,000
Weighted average grant date fair value (in dollars per share)
Weighted average grant date fair value (in dollars per share) | $ / shares	$ 1.80

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Debt Obligations (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 29, 2017	Jan. 28, 2017
Debt Instrument [Line Items]
Less: Current portion of long-term debt obligations	$ 3,050	$ 6,414
Long-term debt obligations	227,385	163,749
Total debt obligations	230,435	170,163
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, maximum borrowing capacity	400,000
Revolving credit facility, maximum borrowing capacity with seasonal increase	$ 450,000
Revolving credit facility, expiration date	Dec. 16, 2021
Revolving credit facility, weighted average interest rate during period	2.54%
Revolving credit facility, average daily borrowings	$ 215,400
Revolving credit facility, excess borrowing availability	90,400
Revolving credit facility, dividend restriction amount	30,000
Total debt obligations	224,824	159,702
Line of Credit | Letter of Credit
Debt Instrument [Line Items]
Letter of credit subfacility, maximum borrowing capacity	25,000
Letters of credit outstanding, amount	$ 12,300
Letters of credit, expiration period	12 months
Finance Obligations
Debt Instrument [Line Items]
Total debt obligations	$ 2,142	2,708
Other Financing
Debt Instrument [Line Items]
Total debt obligations	$ 3,469	$ 7,753

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Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Basic EPS from continuing operations:
Net (loss) income	$ (6,258)	$ 41	$ (25,245)	$ (15,419)
Less: Allocation of earnings to participating securities	(51)		(202)
Net (loss) income allocated to common shares	$ (6,309)	$ 41	$ (25,447)	$ (15,419)
Basic weighted average shares outstanding	27,535	27,111	27,401	27,021
Basic (loss) earnings per share	$ (0.23)	$ 0.00	$ (0.93)	$ (0.57)
Diluted EPS from continuing operations:
Net (loss) income	$ (6,258)	$ 41	$ (25,245)	$ (15,419)
Less: Allocation of earnings to participating securities	(51)		(202)
Net (loss) income allocated to common shares	$ (6,309)	$ 41	$ (25,447)	$ (15,419)
Basic weighted average shares outstanding	27,535	27,111	27,401	27,021
Add: Dilutive effect of stock awards		64
Diluted weighted average shares outstanding	27,535	27,175	27,401	27,021
Diluted (loss) earnings per share	$ (0.23)	$ 0.00	$ (0.93)	$ (0.57)
Non-vested stock | Antidilutive due to net loss
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of anti-dilutive securities excluded from computation of diluted loss per share				53
Stock Appreciation Rights (SARs) | Antidilutive due to exercise price
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of anti-dilutive securities excluded from computation of diluted loss per share	119	194	138	203

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Stockholders' Equity (Details) - Subsequent Event - $ / shares	1 Months Ended
	Aug. 17, 2017	Sep. 13, 2017
Subsequent Event [Line Items]
Dividends Payable, Date Declared	Aug. 17, 2017
Dividends Payable, Amount Per Share (in dollars per share)		$ 0.05
Dividends Payable, Date to be Paid	Sep. 13, 2017
Dividends Payable, Date of Record	Aug. 29, 2017

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Pension Plan (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 29, 2017	Jul. 30, 2016	Jul. 29, 2017	Jul. 30, 2016
Retirement Benefits [Abstract]
Employer service cost	$ 120	$ 99	$ 245	$ 170
Interest cost	363	400	727	798
Expected return on plan assets	(412)	(422)	(815)	(875)
Net loss amortization	213	295	424	448
Net periodic pension cost	284	$ 372	581	$ 541
Contributions by employer			100
Expected future employer contributions, remainder of fiscal year	$ 800		$ 800

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Fair Value Measurements (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
		Jul. 29, 2017	Jan. 28, 2017
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities held in grantor trust for deferred compensation plans	[1],[2]	$ 19,019	$ 18,094
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Instruments (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities held in grantor trust for deferred compensation plans	[1],[2]	19,019	18,094
Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Store property, equipment and leasehold improvements, fair value	[3]	$ 251	$ 8,795
Fair Value Inputs, Discount Rate		10.00%	10.00%
Impairment charges on store property, equipment and leasehold improvements		$ 200	$ 19,900
Fair Value, Measurements, Nonrecurring | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Store property, equipment and leasehold improvements, fair value	[3]	$ 251	$ 8,795

[1] The liability for the amount due to participants corresponding in value to the securities held in the grantor trust is recorded in other long-term liabilities.

[2] Using the market approach, the fair values of these items represent quoted market prices multiplied by the quantities held. Net gains and losses related to the changes in fair value in the assets and liabilities under the various deferred compensation plans are recorded in selling, general and administrative expenses and were nil for the six months ended July 29, 2017 and for the fiscal year ended January 28, 2017.

[3] Using an undiscounted cash flow model, we evaluate the cash flow trends of our stores at least annually and when events or changes in circumstances, such as a store closure, indicate that property, equipment and leasehold improvements may not be fully recoverable. When a store’s projected undiscounted cash flows indicate its carrying value may not be recoverable, we use a discounted cash flow model, with a 10% discount rate, to estimate the fair value of the underlying long-lived assets. An impairment write-down is recorded if the carrying value of a long-lived asset exceeds its fair value. Key assumptions in estimating future cash flows include, among other things, expected future operating performance, including expected closure date and lease term, and changes in economic conditions. We believe estimated future cash flows are sufficient to support the carrying value of our long-lived assets. Significant changes in the key assumptions used in our cash flow projections may result in additional asset impairments. For the six months ended July 29, 2017 and fiscal year 2016, we recognized impairment charges of $0.2 million and $19.9 million respectively. Impairment charges are recorded in cost of sales and related buying, occupancy and distribution expenses.

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Gordmans Acquisition (Details) $ in Thousands	3 Months Ended	4 Months Ended	6 Months Ended
	Jul. 29, 2017 USD ($)	Jul. 29, 2017 USD ($)	Jul. 29, 2017 USD ($) stores	Apr. 07, 2017 USD ($) stores
Business Combination, Description [Abstract]
Business Acquisition, Effective Date of Acquisition	Apr. 07, 2017
Business Acquisition, Name of Acquired Entity	Gordmans Stores, Inc.
Incremental Number of Store Locations with Acquisition Rights				7
Business Combination, Reason for Business Combination			The GORDMANS branded stores, which we intend to operate as an off-price concept, add scale to our business, while allowing us to leverage strategic synergies and our current infrastructure. The acquisition also brings beneficial geographic and customer diversification.
Payments to acquire business | $			$ 36,144
Number of Gordmans stores acquired			55
Number of Gordmans stores available to be acquired			57
Business Combination, Revenue of Acquiree since Acquisition Date, Actual | $	$ 55,500	$ 71,800
Business Combination, Pro Forma Information, Disclosure Impracticable			Pro forma net sales and earnings for the three and six months ended July 29, 2017 and July 30, 2016 are not presented due to the impracticability in substantiating this information as the Gordmans Acquisition was limited to select assets and assignment of leases acquired through a bankruptcy auction. Furthermore, the results of operations may be impacted by the Sellers’ liquidation and may not be indicative of future performance.
New Leases, Former Gordmans Store Locations [Abstract]
New leases for former Gordmans store locations			3
Business Combination, Recognized Identifiable Assets Acquired [Abstract]
Business Combination, Recognized Identifiable Assets Acquired, Inventory | $				$ 31,770
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, Equipment, and Other Assets | $				4,374
Business Combination, Recognized Identifiable Assets Acquired, Assets | $				$ 36,144
Second Quarter 2017
New Leases, Former Gordmans Store Locations [Abstract]
New leases for former Gordmans store locations			2
August 2017
New Leases, Former Gordmans Store Locations [Abstract]
New leases for former Gordmans store locations			1
Minimum
Business Combination, Description [Abstract]
Number of Store Locations with Acquisition Rights				50
Maximum
Business Combination, Description [Abstract]
Number of Store Locations with Acquisition Rights				57
Selling, General and Administrative Expenses
Business Combination, Description [Abstract]
Business Combination, Acquisition Related Costs | $	$ 2,900		$ 9,200