STAGE STORES INC
8-K, 1999-08-19
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


                         August 19, 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 second quarter 1999
results of operations and certain other matters was issued by the
Company  on  August  19, 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 August 19, 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.

August 19, 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 SECOND QUARTER 1999 RESULTS
  -- Earnings of $0.04 Per Share Before Costs Related to Store
  Closure Program Reported, As Compared to $0.03 Per Share Last
                             Year --
                 ______________________________

HOUSTON,  TX, August 19, 1999 -- Stage Stores, Inc.  (NYSE:  SGE)
today  announced results for the second quarter  ended  July  31,
1999.

Net sales for the second quarter of 1999 decreased 0.7% to $269.8
million  from  $271.8  million for last  year's  second  quarter.
Comparable store sales for the quarter decreased 5.7% as compared
to the same period last year.

Net income for this year's second quarter before costs related to
the  previously announced store closure program was $1.1 million,
or  $0.04  per  share  on a diluted basis, as  compared  to  $0.8
million,  or $0.03 per share on a diluted basis, for  the  second
quarter  of  1998.  Earnings before interest, taxes, depreciation
and  amortization  for  the second quarter  of  1999  were  $23.7
million  (before costs related to the store closure  program)  as
compared to $20.8 million for the second quarter of 1998.  During
the quarter, the Company recorded pretax charges of $22.8 million
in  conjunction with its store closure program.   Of  the  total,
$7.3  million  was charged to cost of sales while  the  remaining
$15.5  million  was charged to store opening and  closure  costs.
With the store closure costs included, the Company had a net loss
for the quarter of $0.54 per share on a diluted basis.

Commenting  on  the results, Carl E. Tooker, Chairman,  President
and  Chief  Executive Officer stated, "We are  pleased  that  our
operations  for  the  second quarter  of  1999,  excluding  costs
related  to the store closure program, generated a year-over-year
increase in net income as compared to the second quarter of 1998.
We  achieved  these results by improving our merchandise  margins
and by prudently managing our selling, general and administrative
("SG&A") expenses."

Mr.  Tooker  continued, "In analyzing the second quarter's  sales
results, it should be noted that our performance was impacted  by
a more conservative promotional cadence throughout the quarter as
well  as  a shift in the timing of our back to school sale  event
from the last week of July to the first week of August.  Although
this shift in our promotional calendar moved a significant amount
of volume out  of July,  we  made  this  change  in order  to
maximize  our  sales opportunities  from  Texas' inaugural sales
tax  holiday  period which  ran this year from August 6th - 8th.
Based on the results of  the  sales during this three day period,
we believe this  was the right thing to do."

Mr. Tooker further stated, "During the second quarter, we focused
on  improving  our merchandise margins as well as  continuing  to
transition  our  merchandise assortments to reflect  the  branded
fashion  mix  that  we  believe has the greatest  appeal  to  our
customer base.  Even though our conservative promotional  posture
did  have  an impact on our sales performance, it allowed  us  to
substantially  increase the sell through of  our  regular  priced
goods  throughout the quarter, and as a result, we were  able  to
significantly  improve our merchandise margins over  this  year's
first  quarter as well as the second quarter of last  year.   The
fact  that our merchandise margins improved, as well as the  fact
that  the key drivers of our business, namely misses' sportswear,
activewear,  cosmetics,  juniors  and  young  men's,  all  posted
positive  comparable store sales for the quarter,  confirms  that
significant strides were made on these initiatives.  While  there
is  still work to be done in improving the quality and assortment
of  the  merchandise  mix in several of our other  categories  of
business,  we  firmly  believe that our results  for  the  second
quarter  reflect  the  progress we have  made  in  improving  the
financial performance of the business."

Mr.  Tooker  concluded, "In addition to improving our merchandise
margins,  we  continued to prudently control our  SG&A  expenses.
The  level  of SG&A expenses for the second quarter of  1999  was
below  last year's level primarily as a result of reduced payroll
and  payroll  related costs and an improved  performance  in  our
credit   card   portfolio.   This,  coupled  with  our   improved
merchandise  margins,  accounted  for  the  improvement  in   our
financial results."

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 683 stores in 34 states at the  end
of  the  second  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)
                               7/31/99              8/1/98

Net sales                     $269,848            $271,805
Cost of sales and related
 buying, occupancy and
 distribution expenses         195,827             189,566
Gross profit                    74,021              82,239

Selling, general and
 administrative expenses        66,888              67,853
Store opening and
 closure program costs          15,465               1,708
Operating income (loss)         (8,332)             12,678

Interest expense, net           12,646              11,423
Income (loss) before
 income tax                    (20,978)              1,255

Income tax expense (benefit)    (5,887)                490
Net income (loss)             $(15,091)           $    765

Basic earnings (loss)
 per common share data:


Basic earnings (loss)
 per common share              $ (0.54)           $   0.03

Basic weighted average
 common shares outstanding      28,022              27,874

Diluted earnings (loss)
 per common share data:

Diluted earnings (loss)
 per common share              $ (0.54)            $  0.03

Diluted weighted average
 common shares outstanding      28,022              28,582



                  (Table Continued)



                            Three Months Ended 7/31/99
                        Pro Forma For Store Closure Costs (1)

                                Store         Before Store
                            Closure Costs     Closure Costs

Net sales                     $    --             $269,848
Cost of sales and related
 buying, occupancy and
 distribution expenses           7,303             188,524
Gross profit                    (7,303)             81,324

Selling, general and
 administrative expenses           --               66,888
Store opening and
 closure program costs          15,465                 --
Operating income (loss)        (22,768)             14,436

Interest expense, net              --               12,646
Income (loss) before
 income tax                    (22,768)              1,790

Income tax expense (benefit)    (6,585)                698
Net income (loss)             $(16,183)           $  1,092

Basic earnings (loss)
 per common share data:


Basic earnings (loss)
 per common share              $ (0.58)            $  0.04

Basic weighted average
 common shares outstanding      28,022              28,022

Diluted earnings (loss)
 per common share data:

Diluted earnings (loss)        $ (0.58)            $  0.04
 per common share

Diluted weighted average
common shares outstanding       28,022              28,183




(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 7/31/99 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)


                                       7/31/99       1/30/99       8/1/98

              ASSETS
Cash and cash equivalents              $ 8,970      $ 12,832      $18,890
Undivided interest in accounts
 receivable trust                       66,729        69,816       57,285
Merchandise inventories, net           362,498       341,316      384,157
Other current assets                    71,153        84,473       94,752
      Total current assets             509,350       508,437      555,084

Fixed assets, net                      223,431       233,263      216,621
Goodwill, net                           88,183        92,551       94,019
Other assets                            19,220        23,429       23,873
                                      $840,184      $857,680     $889,597

   LIABILITIES AND STOCKHOLDERS'
              EQUITY
Accounts payable                       $71,655      $ 82,779     $108,674
Accrued expenses and other current
 liabilities                            42,715        52,706       52,436
Current portion of long-term debt       70,130         4,814       51,823
      Total current liabilities        184,500       140,299      212,933

Long-term debt including credit
 facilities                            444,186       487,968      450,015
Other long-term liabilities             26,616        25,021       10,501
      Total liabilities                655,302       653,288      673,449

Stockholders' equity                   184,882       204,392      216,148
                                      $840,184      $857,680     $889,597



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

                                                  Six Months Ended
                                                7/31/99       8/1/98
 Cash flows from operating activities:
   Net income (loss)                          $ (19,762)   $   9,800
   Adjustments to net income (loss):
     Depreciation and amortization               27,578       14,411
     Amortization of debt issue costs and
      accretion of discount                       2,108        1,732
     Other                                          282          513
   Changes in working capital                   (24,218)     (78,067)
       Net cash  used in operating
        activities                              (14,012)     (51,611)

 Cash flows from investing activities:
   Additions to fixed assets                    (11,045)     (56,837)
       Net cash used in investing
        activities                              (11,045)     (56,837)

 Cash flows from financing activities:
   Proceeds from working capital facility        23,300      103,500
   Proceeds from issuance of common stock           252          715
   Payments on long-term debt                    (2,357)        (192)
       Net cash provided by financing
        activities                               21,195      104,023

   Net decrease in cash and cash
    equivalents                                  (3,862)      (4,425)

   Cash and cash equivalents:
     Beginning of period                         12,832       23,315
     End of period                             $  8,970     $ 18,890





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