STAGE STORES INC
8-K, 1999-11-18
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


                        November 18, 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)


ITEM 5.  Other Events.

     A  press release regarding the Company's third quarter  1999
results of operations and certain other matters was issued by the
Company  on  November 18, 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 November 18, 1999 issued by the
       Company.



                           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.

November 18, 1999                       /s/ James A. Marcum
 (Date)                                 James A. Marcum
                                        Vice Chairman and,
                                        Chief Financial Officer








                                                 Exhibit 99.1
NEWS RELEASE

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

FOR IMMEDIATE RELEASE

     STAGE STORES, INC. ANNOUNCES THIRD QUARTER 1999 RESULTS
  -- Earnings of $0.03 Per Share Before Costs Related to Store
  Closure Program Reported, As Compared To A Loss Of $0.11 Per
                       Share Last Year --
                 ______________________________

HOUSTON, TX, November 18, 1999 -- Stage Stores, Inc. (NYSE:  SGE)
today  announced results for the third quarter ended October  30,
1999.

Net  sales  for the third quarter of 1999 were $264.3 million  as
compared  to $271.6 million for the third quarter of  1998.   The
decrease in total sales primarily reflects the closure of  stores
included  in  the Company's store closure program as  well  as  a
decrease  in comparable store sales for the quarter  of  3.8%  as
compared to the same period last year.

Net income for this year's third quarter before costs related  to
the  Company's store closure program was $0.8 million,  or  $0.03
per  share  on  a diluted basis, as compared to a  loss  of  $3.2
million, or $0.11 per share, for the prior year period.  Earnings
before  interest, taxes, depreciation and amortization ("EBITDA")
for  the  third  quarter of 1999 was $22.2 million (before  costs
related  to  the  store  closure program) as  compared  to  $13.9
million  for last year's third quarter. In conjunction  with  its
store  closure program, during the quarter, the Company  recorded
pretax  charges  of $0.9 million which represent store  operating
costs  for the affected stores prior to their closure.  With  the
store  closure costs included, the Company's net income  for  the
third  quarter of this year was $0.2 million, or $0.01 per  share
on a diluted basis, while EBITDA was $21.3 million.

Commenting  on  the results, Carl E. Tooker, Chairman,  President
and  Chief  Executive Officer, stated, "Our  operations  for  the
third  quarter  of  1999  generated a significant  year-over-year
increase  in both EBITDA and net income as compared to the  third
quarter of 1998.  The improved results for the period were driven
primarily by stronger merchandise margins, lower selling, general
and  administrative ("SG&A") expenses and reduced  store  opening
costs."

Mr. Tooker continued, "During the third quarter, we continued  to
focus  on the initiatives that we put into place at the beginning
of  the year to improve our financial performance.  These include
improving  our merchandise margins, transitioning our merchandise
mix  to reflect the looks and the brands that we believe have the
greatest  appeal  to  our  customer base,  managing  our  product
receipt  flows  to ensure a high degree of freshness  within  our
inventories  and  prudently managing our SG&A expenses.   We  are
pleased  with  the  progress we have made on each  one  of  these
initiatives."

Mr.  Tooker further stated, "We continue to make improvements  in
our  merchandise margins, which were up by 140 basis points  over
last  year's third quarter level.  In addition, during the  third
quarter,  we  continued to see strength in  those  categories  of
business  that  performed  well last  quarter.  Further,  we  saw
significant  improvements  in the majority  of  our  families  of
business  which  under-performed  throughout  the  Spring.   With
respect  to  expense control, our SG&A expenses were  below  last
year's  level primarily as a result of the closure of our  under-
performing stores and reduced payroll and payroll related costs."

Mr. Tooker concluded, "Although our sales for the first two weeks
of  November  were  below expectations, we are getting  ready  to
enter the all important holiday selling season where the majority
of  the  fourth quarter's business is done.  We will release  our
holiday period sales results on or about January 6, 2000."

Stage  Stores,  Inc.  brings  nationally  recognized  brand  name
apparel,  accessories,  cosmetics and  footwear  for  the  entire
family  to  small  towns  and communities throughout  the  United
States.  The company operated 654 stores in 33 states at the  end
of  the  third  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)



                    Stage Stores, Inc.
      Consolidating Condensed Statement of Operations
         (in thousands, except per share amounts)
                       (unaudited)


                                      Three Months
                                          Ended
                                      (As Reported)
                                 10/30/99       10/31/98

Net sales                       $ 264,327      $ 271,605
Cost of sales and related
  buying, occupancy and
  distribution expenses           187,124        196,353
Gross profit                       77,203         75,252

Selling, general and
  administrative expenses          63,715         65,140
Store opening and closure
  program costs                       928          2,886
Operating income (loss)            12,560          7,226

Interest expense, net              12,192         12,394
Income (loss) before income tax       368         (5,168)

Income tax expense (benefit)          144         (2,016)
Net income (loss)               $     224      $  (3,152)

Basic earnings (loss) per
  common share data:


Basic earnings (loss) per
  common share                  $    0.01      $   (0.11)

Basic weighted average
  common shares outstanding        28,083         27,926

Diluted earnings (loss)
  per common share data:

Diluted earnings (loss)
  per common share              $    0.01      $   (0.11)

Diluted weighted average
  common shares outstanding        28,231         27,926



                        (Table Continued)


                  Stage Stores, Inc.
   Consolidating Condensed Statement of Operations
         (in thousands, except per share amounts)
                       (unaudited)


                               Three Months Ended 10/30/99
                          Pro Forma For Store Closure Costs (1)
                                  Store       Before Store
                              Closure Costs   Closure Costs

Net sales                       $     --       $ 264,327
Cost of sales and related
  buying, occupancy and
  distribution expenses               --         187,124
Gross profit                          --          77,203

Selling, general and
  administrative expenses             --          63,715
Store opening and closure
  program costs                       928            --
Operating income (loss)              (928)        13,488

Interest expense, net                 --          12,192
Income (loss) before income tax      (928)         1,296

Income tax expense (benefit)         (362)           506
Net income (loss)               $    (566)     $     790

Basic earnings (loss) per
  common share data:


Basic earnings (loss) per
  common share                  $   (0.02)     $    0.03

Basic weighted average
  common shares outstanding        28,083         28,083

Diluted earnings (loss)
 per common share data:

Diluted earnings (loss)
  per common share              $   (0.02)     $    0.03

Diluted weighted average
  common shares outstanding        28,231         28,231



(1) The pro forma data is included to demonstrate the impact that
the store closure costs had on the Company's financial statements
for the three months ended 10/30/99 and is not meant to be a
presentation in accordance with generally accepted accounting
principles.







                    Stage Stores, Inc.
    Consolidating Condensed Statement of Operations
        (in thousands, except per share amounts)
                       (unaudited)


                                      Nine Months
                                         Ended
                                      (As Reported)
                                 10/30/99       10/31/98

Net sales       .........       $ 796,766      $ 816,198
Cost of sales and related
  buying, occupancy and
  distribution expenses           575,183        571,482
Gross profit    ........          221,583        244,716

Selling, general and
  administrative expenses         191,822        194,623
Store opening and closure
  program costs .......            17,142          4,911
Operating income (loss)            12,619         45,182

Interest expense, net              36,949         34,284
Income (loss) before income
  tax and cumulative effect
  of a change in accounting
  principle.......                (24,330)        10,898

Income tax expense (benefit)       (7,194)         4,250
Income (loss) before
  cumulative effect of a
  change in accounting
  principle ..............        (17,136)         6,648
Cumulative effect of a
  change in accounting
  principle, net of tax -
  reporting costs of start-
  up activities.....               (2,402)           --
Net income (loss)               $ (19,538)     $   6,648

Basic earnings (loss) per
  common share data:


Basic earnings(loss) per
  common share before
  cumulative effect of a
  change in accounting
  principle                     $   (0.61)     $    0.24
Cumulative effect of a
  change in accounting
  principle, net of tax -
  reporting costs of start-
  up activities                     (0.09)           --
Basic earnings (loss) per
  common share                  $   (0.70)     $    0.24

Basic weighted average
  common shares outstanding        28,015         27,864

Diluted earnings (loss)
  per common share data:

Diluted earnings (loss)
  per common share before
  cumulative effect of a
  change in accounting
  principle                     $   (0.61)     $    0.23
Cumulative effect of a
  change in accounting
  principle, net of tax -
  reporting costs of start-
  up activities                     (0.09)           --
Diluted earnings (loss)
  per common share ......       $   (0.70)     $    0.23

Diluted weighted average
  common shares outstanding        28,015         28,474



                        (Table Continued)


                   Stage Stores, Inc.
    Consolidating Condensed Statement of Operations
        (in thousands, except per share amounts)
                      (unaudited)


                             Nine Months Ended 10/30/99
                        Pro Forma For Store Closure Costs (1)
                                Store       Before Store
                            Closure Costs   Closure Costs

Net sales       .........     $     --       $ 796,766
Cost of sales and related
  buying, occupancy and
  distribution expenses           7,303        567,880
Gross profit    .........        (7,303)       228,886

Selling, general and
  administrative expenses           --         191,822
Store opening and closure
  program costs .......          16,393            749
Operating income (loss)         (23,696)        36,315

Interest expense, net               --          36,949
Income (loss) before
  income tax and cumulative
  effect of a change in
  accounting principle          (23,696)          (634)

Income tax expense (benefit)     (6,947)          (247)
Income (loss) before
  cumulative effect of a
  change in accounting
  principle ..............      (16,749)          (387)
Cumulative effect of a
  change in accounting
  principle, net of tax -
  reporting costs of start-
  up activities.....                --          (2,402)
Net income (loss)             $ (16,749)     $  (2,789)

Basic earnings (loss) per
  common share data:


Basic earnings(loss) per
  common share before
  cumulative effect of a
  change in accounting
  principle                   $   (0.60)     $   (0.01)
Cumulative effect of a
  change in accounting
  principle, net of tax -
  reporting costs of start-
  up activities                     --           (0.09)
Basic earnings (loss) per
  common share ........       $   (0.60)     $   (0.10)

Basic weighted average
  common shares outstanding      28,015         28,015

Diluted earnings (loss)
  per common share data:

Diluted earnings (loss)
  per common share before
  cumulative effect of a
  change in accounting
  principle                   $   (0.60)     $   (0.01)
Cumulative effect of a
  change in accounting
  principle, net of tax -
  reporting costs of start-
  up activities                     --           (0.09)
Diluted earnings (loss)
  per common share ......     $   (0.60)     $   (0.10)

Diluted weighted average
  common shares outstanding      28,015         28,015



(1) The pro forma data is included to demonstrate the impact that
the store closure costs had on the Company's financial statements
for the nine months ended 10/30/99 and is not meant to be a
presentation in accordance with generally accepted accounting
principles.









                           Stage Stores, Inc.,
                   Consolidated Condensed Balance Sheet
                             (in thousands)
                               (unaudited)


                                       10/30/99     1/30/99      10/31/98

              ASSETS
Cash and cash equivalents             $   7,533   $  12,832     $  11,226
Undivided interest in accounts
  receivable trust                       69,069      69,816        58,971
Merchandise inventories, net            389,926     341,316       421,658
Other current assets                     61,444      84,473        82,242
      Total current assets              527,972     508,437       574,097

Fixed assets, net                       218,087     233,263       225,121
Goodwill, net                            87,500      92,551        93,285
Other assets                             18,364      23,429        24,858
                                      $ 851,923   $ 857,680     $ 917,361

   LIABILITIES AND STOCKHOLDERS'
              EQUITY
Accounts payable                      $  78,773   $  82,779     $ 102,787
Accrued expenses and other current
  liabilities                            52,660      52,706        57,734
Current portion of long-term debt        65,980       4,814        82,973
      Total current liabilities         197,413     140,299       243,494

Long-term debt including credit
  facilities                            444,512     487,968       450,311
Other long-term liabilities              24,882      25,021        10,436
      Total liabilities                 666,807     653,288       704,241

Stockholders' equity                    185,116     204,392       213,120
                                      $ 851,923   $ 857,680     $ 917,361



                        Stage Stores, Inc.
          Consolidated Condensed Statement of Cash Flows
                          (in thousands)
                           (unaudited)

                                                Nine Months Ended
                                             10/30/99       10/31/98
 Cash flows from operating activities:
   Net income (loss)                        $ (19,538)     $   6,648
   Adjustments to net income (loss):
     Depreciation and amortization             36,329         21,046
     Amortization of debt issue costs and
       accretion of discount                    3,154          2,628
     Other                                        387            192
   Changes in working capital                 (29,517)      (106,691)
       Net cash  used in operating
         activities                            (9,185)       (76,177)

 Cash flows from investing activities:
   Additions to fixed assets                  (13,166)       (71,202)
       Net cash used in investing activities  (13,166)       (71,202)

 Cash flows from financing activities:
   Proceeds from working capital facility      19,150        134,650
   Proceeds from issuance of common stock         262            839
   Payments on long-term debt                  (2,360)          (199)
       Net cash provided by financing
         activities                            17,052        135,290

   Net decrease in cash and cash equivalents   (5,299)       (12,089)

   Cash and cash equivalents:
     Beginning of period                       12,832         23,315
     End of period                          $   7,533      $  11,226





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