8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

August 18, 2011

(Date of Report, Date of Earliest Event Reported)

Stage Stores, Inc.

(Exact Name of Registrant as Specified in Charter)

1-14035

(Commission File Number)

NEVADA (State or Other Jurisdiction of Incorporation)	91-1826900 (I.R.S. Employer Identification No.)
10201 Main Street, Houston, Texas (Address of Principal Executive Offices)	77025 (Zip Code)

(800) 579-2302

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-12(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                      Results of Operations and Financial Condition

On August 18, 2011, Stage Stores, Inc. (the “Company”) issued a News Release announcing its financial results for the second quarter 2011.  Additionally, the Company provided third quarter, fourth quarter and updated full year 2011 sales and earnings guidance.  A copy of the News Release is attached to this Form 8-K as Exhibit 99.

This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01                      Financial Statements and Exhibits

           (d)                      Exhibits

99                 News Release issued by Stage Stores, Inc. on August 18, 2011, announcing its financial results for the second quarter 2011 and providing third quarter, fourth quarter and updated full year 2011 sales and earnings guidance.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	STAGE STORES, INC.
August 19, 2011	/s/ Oded Shein
(Date)	Oded Shein
	Chief Financial Officer

EX-99

Exhibit 99

NEWS RELEASE

CONTACT:

Bob Aronson

Vice President, Investor Relations

800-579-2302

(baronson@stagestores.com)

FOR IMMEDIATE RELEASE

Stage Stores Reports 7.4% Increase In Second Quarter EPS

Raises 2011 EPS Guidance Range to $1.10 - $1.16

HOUSTON, TX, August 18, 2011 -- Stage Stores, Inc. (NYSE: SSI) today reported that diluted earnings per share for the second quarter ended July 30, 2011 increased 7.4% to $0.29 from $0.27 for last year’s second quarter.

Diluted earnings per share for the first six months of the fiscal year were $0.27 as compared to $0.32 for the same period last year.

Commenting on the Company’s second quarter results, Andy Hall, President and Chief Executive Officer, stated, “The increase in our second quarter EPS was primarily driven by our 2.3% growth in sales and the accretive impact of our stock repurchase activities.  Our sales growth was led by a new store count of 34 and the strength of our Goody’s rebranded stores.  We had many notable accomplishments during the quarter.  We increased the number of Goody’s stores to 223 with the addition of 38 rebranded stores.  We continued to develop our eCommerce platform and now expect to achieve eCommerce sales of $7 million this year.  Our financial strength and flexibility allowed us to repurchase $57.4 million of our stock during the quarter and announce a 20% increase in our quarterly dividend rate.  Lastly, we closed on our new $250 million credit facility during the quarter, which ensures that we will continue to have the financial capacity required to fund both our capital deployment efforts and our strategic growth initiatives.”

Mr. Hall concluded, “Looking forward, we are projecting an increase in comparable store sales of between 1.0% and 3.0% for the third and fourth quarters.  Our guidance assumes a consistent operating environment to what we experienced in the first half of the year in which we posted a 1.9% comparable store sales increase for the five-month March to July period.”

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Stage Stores Reports

Second Quarter Results

Page – 2

Stock Repurchase Activity

The Company also reported today that it repurchased 3.5 million shares of its common stock during the second quarter at a total cost of $57.4 million.  The shares were repurchased under the Company’s $200 million Stock Repurchase Program.  A total of 4.4 million shares have been repurchased through the first half of the year at a total cost of $74.0 million.  The Company stated that in 2011, it still intends to repurchase up to a total of $100 million of its outstanding shares.  Completion of the Program is still expected by the end of 2013.

Third Quarter, Fourth Quarter and Updated Fiscal 2011 Full Year Guidance

The Company stated that the following guidance for EPS and share counts only reflects the impact of shares repurchased through the first two quarters of the year, with no benefit factored in for shares that may be repurchased during the third and fourth quarters.

3rd Quarter 2011:

	3Q 2011 OUTLOOK			3Q 2010
Sales ($mm)	$340	-	$346	$332
Loss per Share	$(0.24)	-	$(0.21)	$(0.18)
Shares (m)	32,800			37,362

The Company noted the following items which should be considered when comparing the loss per share for the two quarterly periods:

·   Incremental costs in 3Q 2011 associated with investments in new and rebranded stores, eCommerce and other growth initiatives are anticipated to negatively impact this year’s results by $0.03 per share.

·   One-time credits for state and deferred income taxes in 3Q 2010 positively impacted last year’s results by $0.02 per share.

·   The lower share count for 3Q 2011 is anticipated to negatively impact this year’s results by $0.03 per share.

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Stage Stores Reports

Second Quarter Results

Page – 3

4th Quarter 2011:

	4Q 2011 OUTLOOK			4Q 2010
Sales ($mm)	$468	-	$477	$454
Diluted EPS	$1.08	-	$1.12	$0.86
Diluted Shares (m)	33,400			37,083

The Company noted the following item which should be considered when comparing EPS for the two quarterly periods:

·   The lower share count for 4Q 2011 is anticipated to positively impact this year’s results by $0.11 per share.

FY 2011:

The Company is projecting an increase in comparable store sales of between 0.8% and 1.9% for the fiscal year.

	FY 2011 OUTLOOK			FY 2010
Sales ($mm)	$1,507	-	$1,523	$1,471
Diluted EPS	$1.10	-	$1.16	$0.99
Diluted Shares (m)	34,500			38,010

Conference Call Information

The Company will hold a conference call today at 8:30 a.m. Eastern Time to discuss the items contained in this news release.  Interested parties can participate in the Company’s conference call by dialing 703-639-1130.  Alternatively, interested parties can listen to a live webcast of the conference call by logging on to the Company's web site at www.stagestoresinc.com and then clicking on Investor Relations, then Webcasts, and then the webcast link.  A replay of the conference call will be available online until midnight on Friday, August 26, 2011.

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Stage Stores Reports

Second Quarter Results

Page – 4

About Stage Stores

Stage Stores, Inc. brings nationally recognized brand name apparel, accessories, cosmetics and footwear for the entire family to small and mid-size towns and communities through 800 stores located in 39 states.  For more information about Stage Stores, visit the Company’s web site at www.stagestoresinc.com.

Caution Concerning Forward-Looking Statements

This document contains “forward-looking statements”. Forward-looking statements reflect our expectations regarding future events and operating performance and often contain words such as "believe", "expect", "may", "will", "should", "could", "anticipate", "plan" or similar words.  In this document, forward-looking statements include comments regarding the Company’s sales, comparable store sales, EPS and diluted share count outlooks for the third and fourth quarters of the 2011 fiscal year, as well as for the entire 2011 fiscal year.  Forward-looking statements are subject to a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the forward-looking statements.  These risks and uncertainties include, but are not limited to, those described in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") on March 30, 2011, and other factors as may periodically be described in our other filings with the SEC.  Forward-looking statements speak only as of the date of this document.  We do not undertake to update our forward-looking statements.

(Tables to Follow)

Stage Stores, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(Unaudited)
	Thirteen Weeks Ended
	July 30, 2011					July 31, 2010
	Amount		% to Sales (1)			Amount		% to Sales (1)
Net sales	$	352,832		100.0	%	$	345,019		100.0	%
Cost of sales and related buying, occupancy
and distribution expenses		248,975		70.6	%		240,869		69.8	%
Gross profit		103,857		29.4	%		104,150		30.2	%
Selling, general and administrative expenses		86,075		24.4	%		86,355		25.0	%
Store opening costs		906		0.3	%		379		0.1	%
Interest expense, net of income of $2 and $21, respectively		885		0.3	%		997		0.3	%
Income before income tax		15,991		4.5	%		16,419		4.8	%
Income tax expense		5,978		1.7	%		6,092		1.8	%
Net income	$	10,013		2.8	%	$	10,327		3.0	%
Basic and diluted earnings per share data:
Basic earnings per share	$	0.29				$	0.27
Basic weighted average shares outstanding		34,236					38,359
Diluted earnings per share	$	0.29				$	0.27
Diluted weighted average shares outstanding		34,635					38,587
(1) Percentages may not foot due to rounding.

Stage Stores, Inc.
Condensed Consolidated Statements of Income
(in thousands, except earnings per share)
(Unaudited)
	Twenty-Six Weeks Ended
	July 30, 2011					July 31, 2010
	Amount		% to Sales (1)			Amount		% to Sales (1)
Net sales	$	699,315		100.0	%	$	685,061		100.0	%
Cost of sales and related buying, occupancy
and distribution expenses		510,238		73.0	%		491,016		71.7	%
Gross profit		189,077		27.0	%		194,045		28.3	%
Selling, general and administrative expenses		169,677		24.3	%		170,204		24.8	%
Store opening costs		3,640		0.5	%		1,835		0.3	%
Interest expense, net of income of $24 and $50, respectively		1,791		0.3	%		2,042		0.3	%
Income before income tax		13,969		2.0	%		19,964		2.9	%
Income tax expense		4,417		0.6	%		7,439		1.1	%
Net income	$	9,552		1.4	%	$	12,525		1.8	%
Basic and diluted earnings per share data:
Basic earnings per share	$	0.27				$	0.33
Basic weighted average shares outstanding		35,258					38,316
Diluted earnings per share	$	0.27				$	0.32
Diluted weighted average shares outstanding		35,725					38,680
(1) Percentages may not foot due to rounding.

Stage Stores, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
(Unaudited)
	July 30, 2011			January 29, 2011
ASSETS
Cash and cash equivalents	$	29,352		$	89,349
Merchandise inventories, net		357,625			325,501
Prepaid expenses and other current assets		28,245			30,423
Total current assets		415,222			445,273
Property, equipment and leasehold improvements, net		310,242			317,954
Intangible asset		14,910			14,910
Other non-current assets, net		20,637			17,947
Total assets	$	761,011		$	796,084
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	113,537		$	95,365
Current portion of debt obligations		13,889			13,490
Accrued expenses and other current liabilities		60,264			74,318
Total current liabilities		187,690			183,173
Long-term debt obligations		45,956			25,002
Other long-term liabilities		96,348			98,400
Total liabilities		329,994			306,575
Commitments and contingencies
Common stock, par value $0.01, 100,000 shares authorized,
57,697 and 56,946 shares issued, respectively		577			569
Additional paid-in capital		527,944			516,079
Less treasury stock - at cost, 24,916 and 20,508 shares, respectively		(394,613	)		(320,055	)
Accumulated other comprehensive loss		(2,886	)		(2,935	)
Retained earnings		299,995			295,851
Total stockholders' equity		431,017			489,509
Total liabilities and stockholders' equity	$	761,011		$	796,084

Stage Stores, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
	Twenty-Six Weeks Ended
	July 30, 2011			July 31, 2010
Cash flows from operating activities:
Net income	$	9,552		$	12,525
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and impairment of long-lived assets		30,853			31,447
Loss on retirements of property and equipment		136			-
Deferred income taxes		79			(216	)
Tax benefits from stock-based compensation		749			1,103
Stock-based compensation expense		4,079			2,958
Amortization of debt issuance costs		155			149
Excess tax benefits from stock-based compensation		(1,181	)		(1,913	)
Deferred compensation obligation		89			65
Amortization of employee benefit related costs		79			213
Construction allowances from landlords		2,102			3,924
Changes in operating assets and liabilities:
Increase in merchandise inventories		(32,124	)		(32,539	)
Decrease (increase) in other assets		420			(3,697	)
(Decrease) increase in accounts payable and other liabilities		(1,402	)		2,970
Total adjustments		4,034			4,464
Net cash provided by operating activities		13,586			16,989
Cash flows from investing activities:
Additions to property, equipment and leasehold improvements		(22,103	)		(17,193	)
Proceeds from retirements of property and equipment		93			-
Net cash used in investing activities		(22,010	)		(17,193	)
Cash flows from financing activities:
Proceeds from revolving credit facility borrowings		51,700			-
Payments of revolving credit facility borrowings		(23,700	)		-
Payments of long-term debt obligations		(6,647	)		(6,605	)
Payments of debt issuance costs		(1,097	)		-
Repurchases of common stock		(74,558	)		(6,956	)
Proceeds from exercise of stock awards		6,956			4,999
Excess tax benefits from stock-based compensation		1,181			1,913
Cash dividends paid		(5,408	)		(3,835	)
Net cash used in financing activities		(51,573	)		(10,484	)
Net decrease in cash and cash equivalents		(59,997	)		(10,688	)
Cash and cash equivalents:
Beginning of period		89,349			93,714
End of period	$	29,352		$	83,026