Q22014 ER 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 21, 2014
(Date of Report, Date of Earliest Event Reported)
Stage Stores, Inc.
(Exact Name of Registrant as Specified in Charter)
1-14035
(Commission File Number)
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NEVADA (State or Other Jurisdiction of Incorporation) | 91-1826900 (I.R.S. Employer Identification No.) |
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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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 21, 2014, Stage Stores, Inc. (the “Company”) issued a News Release reporting its unaudited financial results for the second quarter of fiscal 2014 and updating its guidance for fiscal 2014.
The News Release included “non-GAAP financial measures,” as that term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229). Specifically, the following non-GAAP financial measures were included: (i) adjusted income from continuing operations; and (ii) adjusted diluted earnings per share from continuing operations. The non-GAAP financial measures exclude from the most directly comparable financial measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), pre-tax charges of approximately $4.1 million, or $0.12 per diluted share, incurred during the second quarter of fiscal 2013, and approximately $10.2 million, or $0.31 per diluted share, incurred during the first half of fiscal 2013, in connection with the consolidation of the Company's Houston, Texas office and its former South Hill, Virginia office. The News Release posted in the Investor Relations section of the Company's website contains a presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and a reconciliation of the difference between the non-GAAP financial measures and the most directly comparable financial measures calculated and presented in accordance with GAAP.
Management believes this supplemental financial information enhances an investor's understanding of the Company's financial performance as it excludes those items which impact comparability of operating trends. The non-U.S. GAAP financial information should not be considered in isolation or viewed as a substitute for net income, cash flow from operations or other measures of performance as defined by U.S. GAAP. Moreover, non-U.S. GAAP financial information as reported by the Company 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.
Attached as Exhibit 99.1 to this Form 8-K is a copy of the News Release, including information concerning forward-looking statements and factors that may affect the Company's future results. The information in Exhibit 99.1 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. By furnishing the information in this Form 8-K and the attached exhibits, the Company is making no admission as to the materiality of any information in this Form 8-K or the exhibits.
Item 8.01 Other Events
On August 22, 2014, the Company issued a News Release announcing that its Board of Directors declared a quarterly cash dividend of $0.14 per share on the Company’s common stock, payable on September 17, 2014 to shareholders of record at the close of business on September 2, 2014. Attached as Exhibit 99.2 to this Form 8-K is a copy of the News Release.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1 | Stage Stores, Inc. News Release dated August 21, 2014. |
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99.2 | Stage Stores, Inc. News Release dated August 22, 2014. |
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.
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| STAGE STORES, INC. |
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August 26, 2014 | /s/ Oded Shein |
(Date) | Oded Shein |
| Executive Vice President and Chief Financial Officer |
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