STAGE STORES INC
8-K, 1999-03-11
DEPARTMENT STORES
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                            FORM 8-K
                                
        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                                
                            FORM 8-K
                         CURRENT REPORT
                                
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                              1934

                                
                         March 11, 1999
        (Date of Report, date of earliest event reported)
                                
                                
                       Stage Stores, Inc.
     (Exact name of registrant as specified in its charter)
                                
                                
             Commission file number 001-14035



           DELAWARE                         76-0407711
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)         Identifications No.)
                                                 
  10201 Main Street, Houston,                 77025
             Texas                          (Zip Code)
(Address of principal executive
           offices)


                         (713) 667-5601
      (Registrant's telephone number, including area code)


                         Not Applicable
     (Former name or address, if changed since last report)













<PAGE>                                
ITEM 5.  Other Events.

      A  press  release  regarding the Company announcing  fourth
quarter and full year 1998 results and certain other matters  was
issued by the Company on March 11, 1999 and is attached hereto as
Exhibit 99.1.

ITEM 7.  Financial Statements and Exhibits.

     (a)  Financial statements of business acquired.
       
       Not applicable.
       
     (b)  Pro forma financial information.
     
       Not applicable.
       
     (c)  Exhibits.

       99.1  Press release dated March 11, 1999 issued by the
       Company.






                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                


















<PAGE>
                           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.

March 11, 1999                          /s/ James A. Marcum
 (Date)                                 James A. Marcum
                                        Vice Chairman and,
                                        Chief Financial Officer

                                
                                
                                
                                

                                
NEWS RELEASE

CONTACT:
Bob Aronson
Director of Investor Relations
(800) 579-2302
          
FOR IMMEDIATE RELEASE

           STAGE STORES, INC. ANNOUNCES FOURTH QUARTER
                   AND FULL YEAR 1998 RESULTS
                 ______________________________

HOUSTON, TX, March 11, 1999 -- Stage Stores, Inc. (NYSE: SGE)
today announced results for the fourth quarter and full year
ended January 30, 1999.

Net sales for the fourth quarter of 1998 decreased 3.3% to $357.3
million from $369.4 million for the same period last year. This
year's total sales for the fourth quarter are not comparable to
sales reported for the fourth quarter of 1997 as last year's
sales included the liquidation sales and related strong grand
opening volumes associated with the C.R. Anthony store
conversions.  Comparable store sales decreased 5.7% during the
quarter.  The net loss for the fourth quarter was $2.9 million,
or $0.10 per share on a diluted basis, as compared to net income
before extraordinary items of $17.5 million, or $0.62 per share
on a diluted basis, for the comparable period last year.

Net sales for the full year ended January 30, 1999 increased 9.3%
to $1,173.5 million from $1,073.3 million for the same period
last year.  Comparable store sales for the year decreased 3.0%.
Income before extraordinary items was $3.7 million, or $0.13 per
share on a diluted basis, this year versus income before
extraordinary items of $34.5 million, or $1.30 per share on a
diluted basis, a year ago.

Commenting on the results, Carl E. Tooker, Chairman, President
and Chief Executive Officer, stated, "We are extremely
disappointed with our fourth quarter results which primarily
reflect the negative impact that the unseasonably warm fall
weather had on our top line sales and gross margin performance.
The warm fall weather dampened the sales


                           -- more --
                                
                                
                                
                                
                                






<PAGE>
Stage Stores, Inc. Announces
Fourth Quarter 1998 Results
Page - 2


of our traditional cold weather categories and, as a result, we
significantly increased our promotional activity in order to
ensure the timely liquidation of our seasonal merchandise.  As a
result of our liquidation efforts, we ended the quarter with
inventories per square foot on a comparable basis approximately
8.0% below last year which has allowed us to effectively
transition our inventories to our spring assortments.  We are
currently in the final stages of the transition process, and
although it is still early in the first quarter, we are pleased
with the level of sales that we are seeing in our spring
merchandise."

Mr. Tooker, continued, "It is important to note that we saw
strength during the fourth quarter in those merchandise
categories which are the drivers of our business.  Key categories
such as missy sportswear, special sizes, active wear, petites,
juniors, cosmetics and gifts all posted positive comparable store
sales."

Mr. Tooker, concluded, "Despite the difficulties experienced over
the last three quarters, our small market stores continued to
outperform our large market stores, there was no significant
change in the competitive landscape within our small market areas
and we did not lose market share.  We have analyzed and
identified the non-weather related issues that impacted our
performance and have put plans in place to address each one.  We
continue to believe as strongly as ever in the soundness of our
concept and unique retailing niche and we remain bullish on our
future prospects and potential."
                                
Stage Stores, Inc. brings nationally recognized brand name family
apparel, accessories, cosmetics and footwear for the entire
family to small towns and communities throughout the United
States.  The company operated 679 stores in 34 states at the end
of the fourth quarter, primarily under the Stage, Bealls and
Palais Royal trade names.

Any statements in this press release that may be considered
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially.  These
risks and uncertainties are discussed in periodic reports filed
by the Company with the Securities and Exchange Commission that
the Company urges investors to consider.

                       (Tables to Follow)









<PAGE>                                                                    
                                 Stage Stores, Inc.                            
                   Consolidated Condensed Statement of Operations              
                      (in thousands, except per share amounts)                 
                                     (unaudited)                               
                                                                               
                             Three Months Ended         Twelve Months Ended
                             1/30/99      1/31/98      1/30/99      1/31/98
                                                              
Net sales                   $357,349     $369,398    $1,173,547   $1,073,316
Cost of sales and related                                             
buying, occupancy and                                                      
distribution expenses        267,756      248,910       839,238      730,179
Gross profit                  89,593      120,488       334,309      343,137
                                                                      
Selling, general and                                                            
administrative expenses       76,854       76,259       271,477      240,011
Store opening and closure                                                       
costs                          5,281        5,838        10,192        8,686
Operating income               7,458       38,391        52,640       94,440
                                                                      
Interest, net                 12,187       10,119        46,471       38,277
                                                                      
Income (loss) before income                                                     
tax and extraordinary item    (4,729)      28,272         6,169       56,163
Income tax expense (benefit)  (1,795)      10,745         2,455       21,623 

Income (loss) before                                                            
extraordinary item            (2,934)      17,527         3,714       34,540
Extraordinary item - early                                                      
retirement of debt                --         (765)           --      (18,295)
                                                                      
Net income (loss)           $ (2,934)    $ 16,762    $    3,714    $  16,245
                                                                      
Basic earnings (loss) per                                             
common share data:
                                                                      
Basic earnings  (loss) per                                            
common share before
extraordinary item          $  (0.10)    $   0.63    $     0.13    $   1.34

Extraordinary item - early                                                      
retirement of debt                --        (0.03)           --       (0.71)

Basic earnings (loss) per                                             
common share                $  (0.10)    $   0.60    $     0.13    $   0.63
                                                                      
Basic weighted average                                         
common shares outstanding     27,954       27,734        27,885      25,808
                                                                      
Diluted earnings (loss) per                                           
common share data:
                                                                      
Diluted earnings (loss) per                                           
common share before
extraordinary item          $  (0.10)    $   0.62    $     0.13    $  1.30

Extraordinary item - early                                                      
retirement of debt                --        (0.03)           --      (0.69)




Diluted earnings (loss) per                                           
common share                $  (0.10)    $   0.59    $     0.13    $  0.61
                                                                      
Diluted weighted average                                              
common shares outstanding     27,954       28,434        28,428     26,483

                          
Comparable store sales data    (5.7%)        3.5%         (3.0%)      4.1%
                                                                      
















































<PAGE>
                     Stage Stores, Inc.,
             Consolidated Condensed Balance Sheet
                        (in thousands)
                         (unaudited)                          
                                                              
                                                          
                                      1/30/99        1/31/98  
                                                              
              ASSETS                                          
Cash and cash equivalents          $   12,832     $   23,315     
Undivided interest in accounts                                  
receivable trust                       69,816         61,211
Merchandise inventories, net          341,316        303,115      
Other current assets                   84,473         78,205       
      Total current assets            508,437        465,846      
                                                              
Fixed assets, net                     233,263        171,654      
Goodwill, net                          92,551         95,486       
Other assets                           23,429         26,410       
                                   $  857,680     $  759,396     
                                                              
   LIABILITIES AND STOCKHOLDERS'                              
              EQUITY 
Accounts payable                   $   82,779     $   91,799     
Other current liabilities              52,706         53,291       
Current portion of long-term debt                               
including credit facilities            46,814          2,692
      Total current liabilities       182,299        147,782      
                                                              
Long-term debt including credit                                 
facilities                            445,968        395,248
Other long-term liabilities            25,021         11,288       
      Total liabilities               653,288        554,318      
                                                              
Stockholders' equity                  204,392        205,078      
                                   $  857,680     $  759,396     
                                                              






















<PAGE>
                        Stage Stores, Inc.
          Consolidated Condensed Statement of Cash Flows
                          (in thousands)
                           (unaudited)
                                                              
                                                 Twelve Months Ended
                                                 1/30/99      1/31/98
 Cash flows from operating activities:                            
   Net income                                 $    3,714   $   16,245
   Adjustments to net income:                                      
     Depreciation and amortization                33,474       19,828
     Other                                         2,371       45,733
     Amortization of debt issue costs and                  
      accretion of discount                        3,715        3,505
   Changes in working capital                    (58,868)     (66,477)
       Net cash provided by (used in)                      
        operating activities                     (15,594)      18,834
                                                                  
 Cash flows from investing activities:                            
   Acquisitions, net of cash acquired                 --       (4,946)
   Additions to fixed assets                     (88,719)     (64,859)
       Net cash used in investing activities     (88,719)     (69,805)
                                                                  
 Cash flows from financing activities:                            
   Proceeds from working capital facility         96,300       45,700
   Proceeds from issuance of common stock          1,039       22,522
   Proceeds from long-term debt                       --      299,718
   Payments on long-term debt                     (2,596)    (299,533)
   Additions to debt issue costs                    (913)     (12,407)
       Net cash provided by financing                      
        activities                                93,830       56,000
                                                                  
   Net increase (decrease) in cash and cash                
        equivalents                              (10,483)       5,029
                                                                  
   Cash and cash equivalents:                                     
     Beginning of period                          23,315       18,286
     End of period                            $   12,832   $   23,315
                                                                  






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