|
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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NEVADA
(State or Other Jurisdiction of Incorporation or Organization)
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91-1826900
(I.R.S. Employer Identification No.)
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|
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2425 WEST LOOP SOUTH, HOUSTON, TEXAS
(Address of Principal Executive Offices)
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77027
(Zip Code)
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Title of each class
Common Stock ($0.01 par value)
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Name of each exchange on which registered
New York Stock Exchange
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Large accelerated filer
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o
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Accelerated filer
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þ
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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|
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Emerging growth company
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o
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TABLE OF CONTENTS
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Page
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Number of Stores
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Selling Square Footage (in thousands)
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||||||||||||||
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January 28, 2017
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|
2017 Activity Net Changes
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February 3, 2018
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January 28, 2017
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2017 Activity Net Changes
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February 3, 2018
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||||||
Bealls
|
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188
|
|
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(7
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)
|
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181
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|
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3,787
|
|
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(171
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)
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3,616
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Goody's
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223
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|
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(6
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)
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217
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|
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3,451
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|
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(88
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)
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3,363
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Palais Royal
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49
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(3
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)
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46
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|
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1,063
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|
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(73
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)
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990
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Peebles
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187
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(2
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)
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185
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3,429
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(39
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)
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3,390
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Stage
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151
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(3
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)
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148
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|
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2,858
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(80
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)
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2,778
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Gordmans
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—
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|
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58
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|
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58
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|
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—
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2,825
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2,825
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Total
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798
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|
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37
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835
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14,588
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2,374
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16,962
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•
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Our website gives guests the opportunity to preview merchandise online before making a purchase in our stores.
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•
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Stores increase online sales by providing guests with the opportunity to view, touch and/or try on physical merchandise before ordering online.
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•
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Most online purchases can easily be returned in our stores.
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•
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In 2016, we introduced Buy Online, Ship-to-Store, which gives our guests the option to have online purchases shipped for free to a local store.
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•
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In 2017, we introduced Web@POS, which gives our guests access to our expanded online assortments from within our stores.
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•
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Style Circle Rewards
®
can be redeemed online or in stores regardless of where they are earned.
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•
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Guests may apply most discounts to both online and in-store purchases.
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Fiscal Year
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|||||||||||||
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2017
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2016
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2015
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|||||||||
Merchandise Category
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Department Stores
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Off-price Stores
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Total Company
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|||||
Women’s
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35
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%
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29
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%
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34
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%
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37
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%
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38
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%
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Men’s
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17
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|
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13
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|
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17
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|
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17
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|
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17
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Children's
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11
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|
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12
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|
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11
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|
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12
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|
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11
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Apparel
|
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63
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%
|
|
54
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%
|
|
62
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%
|
|
66
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%
|
|
66
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%
|
|
|
|
|
|
|
|
|
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|||||
Footwear
|
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14
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%
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|
2
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%
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12
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%
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|
13
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%
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|
13
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%
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Accessories
|
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7
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|
|
9
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|
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8
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|
|
7
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|
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7
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Cosmetics/Fragrances
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11
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|
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5
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|
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10
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|
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10
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|
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10
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Home/Gifts/Other
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5
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|
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30
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|
|
8
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|
|
4
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|
|
4
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Non-apparel
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37
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%
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|
46
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%
|
|
38
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%
|
|
34
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%
|
|
34
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%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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100
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%
|
|
100
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%
|
|
100
|
%
|
|
100
|
%
|
|
100
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%
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Number of Stores
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Number of Stores
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South Central Region
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Midwestern Region
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Arkansas
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23
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Illinois
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11
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Louisiana
|
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50
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Indiana
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30
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Oklahoma
|
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34
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Iowa
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11
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Texas
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220
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Kansas
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13
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327
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Michigan
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17
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Mid-Atlantic & Northeastern Region
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Minnesota
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2
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Delaware
|
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3
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Missouri
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20
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Maryland
|
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6
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Nebraska
|
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3
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New Jersey
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5
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North Dakota
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4
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Pennsylvania
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32
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Ohio
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30
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Virginia
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35
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South Dakota
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2
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West Virginia
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10
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Wisconsin
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8
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Massachusetts
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2
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|
|
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151
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New Hampshire
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1
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Northwestern & Southwestern Region
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New York
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19
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Arizona
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7
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Vermont
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4
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Colorado
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8
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117
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Idaho
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5
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Southeastern Region
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Nevada
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4
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Alabama
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27
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New Mexico
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19
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Florida
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|
6
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Oregon
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4
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Georgia
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33
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Utah
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4
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Kentucky
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34
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Wyoming
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1
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Mississippi
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21
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52
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North Carolina
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24
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|
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South Carolina
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19
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Tennessee
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24
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Total Stores
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835
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188
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Location
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Square Footage
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Jacksonville, Texas
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437,000
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Jeffersonville, Ohio
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202,000
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Omaha, Nebraska
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350,000
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|
989,000
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Fiscal Year
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||||||||||||||||||||||
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2017
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2016
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||||||||||||||||||||
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High
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Low
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Dividend
|
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High
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Low
|
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Dividend
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||||||||||||
1st Quarter
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$
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3.00
|
|
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$
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1.80
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|
|
$
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0.15
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|
|
$
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9.00
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|
|
$
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6.60
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|
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$
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0.15
|
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2nd Quarter
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2.94
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|
|
1.72
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|
|
0.05
|
|
|
7.57
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|
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4.44
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|
|
0.15
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|
||||||
3rd Quarter
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2.43
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|
|
1.45
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|
|
0.05
|
|
|
6.56
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|
|
4.97
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|
|
0.15
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|
||||||
4th Quarter
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2.22
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|
|
1.61
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|
|
0.05
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|
|
5.88
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2.72
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|
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0.15
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Date
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|
Stage Stores, Inc.
|
|
S&P 500 Index
|
|
S&P 1500 Department Stores Index
|
2/1/2013
|
|
$100.00
|
|
$100.00
|
|
$100.00
|
1/31/2014
|
|
87.26
|
|
120.30
|
|
113.28
|
1/30/2015
|
|
91.55
|
|
137.42
|
|
141.17
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1/29/2016
|
|
39.80
|
|
136.50
|
|
103.65
|
1/27/2017
|
|
14.68
|
|
164.99
|
|
84.00
|
2/2/2018
|
|
9.96
|
|
202.66
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|
98.61
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||
Period
|
|
Total Number of Shares Purchased
(a)
|
|
Average Price Paid Per Share
(a)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(b)
|
||||||
|
|
|
|
|
|
|
|
|
||||||
October 29, 2017 to November 25, 2017
|
|
10,686
|
|
|
$
|
1.89
|
|
|
—
|
|
|
$
|
58,351,202
|
|
|
|
|
|
|
|
|
|
|
||||||
November 26, 2017 to December 30, 2017
|
|
12,056
|
|
|
1.94
|
|
|
—
|
|
|
58,351,202
|
|
||
|
|
|
|
|
|
|
|
|
||||||
December 31, 2017 to February 3, 2018
|
|
8,089
|
|
|
1.77
|
|
|
—
|
|
|
58,351,202
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
30,831
|
|
|
$
|
1.88
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
We reacquired 4,445 shares of our common stock from certain employees to cover tax withholding obligations from the vesting of restricted stock at a weighted average acquisition price of $1.88 per share; and
|
•
|
The trustee of the grantor trust established by us for the purpose of holding assets under our deferred compensation plan purchased an aggregate of 26,386 shares of our common stock in the open market at a weighted average price of $1.88 in connection with the option to invest in our stock under the deferred compensation plan and reinvestment of dividends paid on our common stock held in trust in the deferred compensation plan.
|
|
Fiscal Year
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Statement of operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,592,275
|
|
|
$
|
1,442,718
|
|
|
$
|
1,604,433
|
|
|
$
|
1,638,569
|
|
|
$
|
1,609,481
|
|
Cost of sales and related buying, occupancy and distribution expenses
|
1,228,780
|
|
|
1,144,666
|
|
|
1,208,002
|
|
|
1,188,763
|
|
|
1,172,995
|
|
|||||
Gross profit
|
363,495
|
|
|
298,052
|
|
|
396,431
|
|
|
449,806
|
|
|
436,486
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
406,206
|
|
|
356,064
|
|
|
387,859
|
|
|
386,104
|
|
|
393,126
|
|
|||||
Interest expense
|
7,680
|
|
|
5,051
|
|
|
2,977
|
|
|
3,002
|
|
|
2,744
|
|
|||||
(Loss) income from continuing operations before income tax
|
(50,391
|
)
|
|
(63,063
|
)
|
|
5,595
|
|
|
60,700
|
|
|
40,616
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax (benefit) expense
|
(13,068
|
)
|
|
(25,166
|
)
|
|
1,815
|
|
|
22,847
|
|
|
15,400
|
|
|||||
(Loss) income from continuing operations
|
(37,323
|
)
|
|
(37,897
|
)
|
|
3,780
|
|
|
37,853
|
|
|
25,216
|
|
|||||
Loss from discontinued operations, net
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,003
|
)
|
|
(8,574
|
)
|
|||||
Net (loss) income
|
$
|
(37,323
|
)
|
|
$
|
(37,897
|
)
|
|
$
|
3,780
|
|
|
$
|
30,850
|
|
|
$
|
16,642
|
|
Adjusted net (loss) income (non-GAAP)
(b)
|
$
|
(23,037
|
)
|
|
$
|
(24,078
|
)
|
|
$
|
16,182
|
|
|
$
|
37,853
|
|
|
$
|
39,986
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss) earnings per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(1.37
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.12
|
|
|
$
|
1.18
|
|
|
$
|
0.78
|
|
Discontinued operations
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.22
|
)
|
|
(0.27
|
)
|
|||||
Basic (loss) earnings per share
|
$
|
(1.37
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.12
|
|
|
$
|
0.96
|
|
|
$
|
0.51
|
|
Basic weighted average shares outstanding
|
27,510
|
|
|
27,090
|
|
|
31,145
|
|
|
31,675
|
|
|
32,034
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted (loss) earnings per share data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(1.37
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.12
|
|
|
$
|
1.18
|
|
|
$
|
0.77
|
|
Discontinued operations
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.22
|
)
|
|
(0.26
|
)
|
|||||
Diluted (loss) earnings per share
|
$
|
(1.37
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.12
|
|
|
$
|
0.96
|
|
|
$
|
0.51
|
|
Adjusted diluted (loss) earnings per share (non-GAAP)
(b)
|
$
|
(0.85
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
0.51
|
|
|
$
|
1.18
|
|
|
$
|
1.22
|
|
Diluted weighted average shares outstanding
|
27,510
|
|
|
27,090
|
|
|
31,188
|
|
|
31,763
|
|
|
32,311
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit and SG&A as a percentage of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gross profit margin
|
22.8
|
%
|
|
20.7
|
%
|
|
24.7
|
%
|
|
27.5
|
%
|
|
27.1
|
%
|
|||||
Selling, general and administrative expense rate
|
25.5
|
%
|
|
24.7
|
%
|
|
24.2
|
%
|
|
23.6
|
%
|
|
24.4
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow and other data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
38,630
|
|
|
$
|
74,257
|
|
|
$
|
90,695
|
|
|
$
|
70,580
|
|
|
$
|
61,263
|
|
Construction allowances from landlords
|
1,228
|
|
|
7,079
|
|
|
3,444
|
|
|
5,538
|
|
|
4,162
|
|
|||||
Business acquisition
|
36,144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock repurchases
|
—
|
|
|
—
|
|
|
41,587
|
|
|
2,755
|
|
|
31,367
|
|
|||||
Cash dividends per share
|
0.30
|
|
|
0.60
|
|
|
0.58
|
|
|
0.53
|
|
|
0.48
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Store data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Comparable sales (decline) growth
(c)
|
(3.6
|
)%
|
|
(8.8
|
)%
|
|
(2.0
|
)%
|
|
1.4
|
%
|
|
(1.5
|
)%
|
|||||
Store openings
(d)
|
58
|
|
|
—
|
|
|
3
|
|
|
18
|
|
|
28
|
|
|||||
Store closings
(d)
|
21
|
|
|
37
|
|
|
23
|
|
|
12
|
|
|
10
|
|
|||||
Number of stores open at end of period
(d)
|
835
|
|
|
798
|
|
|
834
|
|
|
854
|
|
|
848
|
|
|||||
Total selling area square footage at end of period
(d)
|
16,962
|
|
|
14,588
|
|
|
15,130
|
|
|
15,409
|
|
|
15,313
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
February 3,
|
|
January 28,
|
|
January 30,
|
|
January 31,
|
|
February 1,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
$
|
298,616
|
|
|
$
|
296,091
|
|
|
$
|
344,880
|
|
|
$
|
299,279
|
|
|
$
|
293,995
|
|
Total assets
|
806,406
|
|
|
786,989
|
|
|
848,099
|
|
|
824,677
|
|
|
810,837
|
|
|||||
Debt obligations
|
183,335
|
|
|
170,163
|
|
|
165,723
|
|
|
47,388
|
|
|
63,225
|
|
|||||
Stockholders' equity
|
344,114
|
|
|
380,160
|
|
|
429,753
|
|
|
475,930
|
|
|
454,444
|
|
|
Fiscal Year
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Net (loss) income (GAAP)
|
$
|
(37,323
|
)
|
|
$
|
(37,897
|
)
|
|
$
|
3,780
|
|
|
$
|
30,850
|
|
|
$
|
16,642
|
|
Loss from discontinued operations, net of tax benefit of $4,228 and $5,237, respectively (GAAP)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
7,003
|
|
|
8,574
|
|
|||||
(Loss) income from continuing operations (GAAP)
|
(37,323
|
)
|
|
(37,897
|
)
|
|
3,780
|
|
|
37,853
|
|
|
25,216
|
|
|||||
Business acquisition costs (pretax)
(b)
|
9,059
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
South Hill distribution center closure (pretax)
(c)
|
828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension settlement (pretax)
(d)
|
438
|
|
|
—
|
|
|
748
|
|
|
—
|
|
|
—
|
|
|||||
Store closures, impairments and other strategic initiatives (pretax)
(e)
|
2,608
|
|
|
21,256
|
|
|
12,186
|
|
|
—
|
|
|
—
|
|
|||||
Severance charges associated with workforce reductions (pretax)
(f)
|
—
|
|
|
1,632
|
|
|
1,885
|
|
|
—
|
|
|
—
|
|
|||||
Consolidation of corporate headquarters (pretax)
(g)
|
—
|
|
|
110
|
|
|
3,538
|
|
|
—
|
|
|
—
|
|
|||||
South Hill Consolidation related charges (pretax)
(h)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,789
|
|
|||||
Income tax impact of above adjustments
(i)
|
(4,979
|
)
|
|
(9,179
|
)
|
|
(5,955
|
)
|
|
—
|
|
|
(9,019
|
)
|
|||||
Valuation allowance on net deferred tax assets
(j)
|
6,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax Act
(k)
|
255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted net income (loss) (non-GAAP)
|
$
|
(23,037
|
)
|
|
$
|
(24,078
|
)
|
|
$
|
16,182
|
|
|
$
|
37,853
|
|
|
$
|
39,986
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted (loss) earnings per share (GAAP)
|
$
|
(1.37
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.12
|
|
|
$
|
0.96
|
|
|
$
|
0.51
|
|
Loss from discontinued operations (GAAP)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.22
|
)
|
|
(0.26
|
)
|
|||||
Diluted (loss) earnings per share from continuing operations (GAAP)
|
(1.37
|
)
|
|
(1.40
|
)
|
|
0.12
|
|
|
1.18
|
|
|
0.77
|
|
|||||
Business acquisition costs (pretax)
(b)
|
0.33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
South Hill distribution center closure (pretax)
(c)
|
0.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension settlement (pretax)
(d)
|
0.02
|
|
|
—
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|||||
Store closures, impairments and other strategic initiatives (pretax)
(e)
|
0.09
|
|
|
0.78
|
|
|
0.39
|
|
|
—
|
|
|
—
|
|
|||||
Severance charges associated with workforce reductions (pretax)
(f)
|
—
|
|
|
0.06
|
|
|
0.06
|
|
|
—
|
|
|
—
|
|
|||||
Consolidation of corporate headquarters (pretax)
(g)
|
—
|
|
|
—
|
|
|
0.11
|
|
|
—
|
|
|
—
|
|
|||||
South Hill Consolidation related charges (pretax)
(h)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.73
|
|
|||||
Income tax impact of above adjustments
(i)
|
(0.18
|
)
|
|
(0.33
|
)
|
|
(0.19
|
)
|
|
—
|
|
|
(0.28
|
)
|
|||||
Valuation allowance on net deferred tax assets
(j)
|
0.22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax Act
(k)
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted diluted (loss) earnings per share (non-GAAP)
|
$
|
(0.85
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
0.51
|
|
|
$
|
1.18
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net (loss) income (GAAP)
|
$
|
(37,323
|
)
|
|
$
|
(37,897
|
)
|
|
$
|
3,780
|
|
Interest expense
|
7,680
|
|
|
5,051
|
|
|
2,977
|
|
|||
Income tax (benefit) expense
|
(13,068
|
)
|
|
(25,166
|
)
|
|
1,815
|
|
|||
EBIT (Non-GAAP)
|
(42,711
|
)
|
|
(58,012
|
)
|
|
8,572
|
|
|||
Business acquisition costs (pretax)
(b)
|
9,059
|
|
|
—
|
|
|
—
|
|
|||
South Hill distribution center closure (pretax)
(c)
|
828
|
|
|
—
|
|
|
—
|
|
|||
Pension settlement charge (pretax)
(d)
|
438
|
|
|
—
|
|
|
748
|
|
|||
Store closures, impairments and other (pretax)
(e)
|
2,608
|
|
|
21,256
|
|
|
12,186
|
|
|||
Severance charges associated with workforce reduction (pretax)
(f)
|
—
|
|
|
1,632
|
|
|
1,885
|
|
|||
Consolidation of corporate headquarters (pretax)
(g)
|
—
|
|
|
110
|
|
|
3,538
|
|
|||
Adjusted EBIT (non-GAAP)
|
$
|
(29,778
|
)
|
|
$
|
(35,014
|
)
|
|
$
|
26,929
|
|
|
|
|
|
|
|
(a)
Discontinued operations reflect the results of Steele’s, which was divested in 2014.
|
|
(b)
Reflects acquisition and integration related costs associated with the Gordmans Acquisition (see Note 15 to the consolidated financial statements).
|
|
(c)
Reflects charges associated with the closure of our distribution center in South Hill, Virginia.
|
|
(d)
Reflects non-cash charges as a result of pension lump sum distributions exceeding interest cost.
|
|
(e)
Charges in 2017 reflect impairment charges and store closure costs. Charges in 2016 reflect impairment charges recognized as a result of deteriorating operating performance of our stores and costs related to our strategic store closure plan and other initiatives announced in 2015. Charges in 2015 reflect our strategic store closure plan, and primarily consist of impairment charges, as well as fixture moving costs and lease termination charges and other strategic initiatives.
|
|
(f)
Reflects severance charges associated with workforce reductions.
|
|
(g)
Reflects duplicate rent expense and moving related costs associated with the consolidation of our corporate headquarters into a single location, which was completed in February 2016.
|
|
(h)
Reflects charges associated with the consolidation of our operations in South Hill, Virginia, into our corporate headquarters. The charges were primarily for transitional payroll and benefits, recruiting and relocation costs, severance, property and equipment impairment and inventory markdowns.
|
|
(i)
Taxes were allocated based on the annual effective tax rate, excluding the effect of the valuation allowance and Tax Cuts and Jobs Act (“Tax Act”).
|
|
(j)
In 2017, we recorded a valuation allowance against our deferred tax assets. Refer to the Income Taxes discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 14 of the Financial Statements.
|
|
(k)
Represents provisional charges for the remeasurement of deferred tax assets related to the Tax Act. Refer to the Income Taxes discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 14 of the Financial Statements.
|
•
|
Net sales increased
$149.6 million
, or
10.4%
, to
$1.6 billion
, including
$222.2 million
in sales from our Gordmans off-price stores.
|
•
|
Comparable sales decreased
3.6%
. Comparable sales consist of store sales after a store has been in operation for 14 full months and e-commerce sales.
|
•
|
Gross profit increased
$65.4 million
, or
22.0%
.
|
•
|
Selling, general and administrative (“SG&A”) expenses increased
$50.1 million
, or
14.1%
, primarily due to the addition of the Gordmans off-price stores.
|
•
|
Diluted loss per common share was
$1.37
, compared to diluted loss per common share of
$1.40
.
|
•
|
Adjusted (non-GAAP) diluted loss per common share was
$0.85
, compared to adjusted (non-GAAP) diluted loss per common share of
$0.89
(see reconciliation of non-GAAP financial measures on page 24).
|
•
|
Paid cash dividends of
$8.5 million
, or
$0.30
per share.
|
•
|
We progressed with the transition of the Gordmans stores to an off-price concept with our pricing strategy and merchandising.
|
•
|
We invigorated our merchandise with a more frequent flow of new items and evolved our product assortment to offer more contemporary fashions and brands, adding categories within existing brands and extending existing brands to additional stores.
|
•
|
We drove sales in trending categories. Non-apparel, led by beauty, outperformed all year. Our Beauty Bar concept was rolled out to 150 stores in 2017 and was well received, particularly among our younger guests. In addition, we added smaller Estee Lauder and Clinique counters to 32 stores. In apparel, active and outdoor delivered strong results.
|
•
|
We increased merchandise margin and raised our average unit retail price by improving promotional disciplines, eliminating overlapping coupons, enhancing seasonal transitions and editing less productive merchandise categories.
|
•
|
We advanced our efforts to deliver a true omni-channel experience to our guests by better connecting stores and online. In the fourth quarter of 2017, we launched Web@POS, which offers guests access to a significantly larger assortment while they are shopping in our department stores. We also deployed several enhancements to improve the performance of our e-commerce website, and made investments in our supply chain to support continued online growth.
|
•
|
We focused our marketing efforts on digital and broadcast and moved away from print. As a result of these efforts, traffic trends improved during the course of the year.
|
•
|
We launched gRewards
TM
and relaunched the value proposition for Style Circle Rewards
®
. Our loyalty programs, which are available to our guests regardless of the payment method used, complement our private label credit card and enable us to better understand our guests’ shopping habits, offer more personalized promotional offers and provide attractive rewards. In November 2017, we reissued new private label credit cards to more than 2 million cardholders. In 2017, private label credit card purchases represented 49% of our department store sales. In our Gordmans stores, we acquired a historically underpenetrated private label credit card program and implemented best practices developed in our department stores, which we expect to drive future growth.
|
•
|
We closed 21 department stores during the year. Since 2015, we have closed 81 department stores as part of our multi-year plan to exit stores that do not meet our sales productivity and profitability standards.
|
•
|
In December 2017, we closed our South Hill, Virginia distribution center as part of our strategy to increase the efficiency of our distribution network. Operations from the Virginia distribution center have been transferred to our distribution centers in Texas and Ohio
|
•
|
Off-Price Growth
- In early 2018, we completed the conversion of our Gordmans stores to an off-price shopping environment. As 2018 progresses, we will continue to refine this business model, and we look to identify additional Gordmans store opening opportunities in 2019 and beyond.
|
•
|
Differentiation
- Highlighting points of differentiation between our stores and our competitors is a key focus for 2018. In our department stores, we will continue to differentiate through beauty as we roll out our Beauty Bar to an additional 350 stores. In Gordmans, we will continue to grow our home category with exciting items at a great value that help set us apart from many of the apparel-focused off-price retailers. Additionally, taking advantage of synergistic relationships between our department stores and Gordmans will allow us to accelerate growth in home for department stores, beauty for Gordmans, and in other trending categories such as athletic, outdoor, and gifts.
|
•
|
Guest Acquisition and Retention
- Our private label credit cards and loyalty programs foster guest loyalty and enable us to better connect with our guests through digital marketing. By focusing our marketing efforts on digital media, we can reach more guests and be more nimble and efficient with our promotional efforts. In 2018, we expect our private label credit card sales penetration to reach 50% in our department stores. In our off-price stores, we have set a long-term goal for our private label credit card sales penetration to reach 25%.
|
•
|
Guest Experience
- Omni-channel will continue to be a focus area in 2018, as we grow our Web@POS and Buy Online, Ship-to-Store programs. In our stores, we will deliver a fun, convenient shopping experience as we re-focus on a service and selling culture, continue to optimize inventory levels, maintain an ongoing flow of new merchandise, and make selective investments in maintaining our store fleet.
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||||||||
|
February 3, 2018
|
|
January 28, 2017
|
|
Change
|
|||||||||||||||
|
Amount
(a)
|
|
% to Sales
(b)
|
|
Amount
(a)
|
|
% to Sales
(b)
|
|
Amount
(a)
|
|
%
|
|||||||||
Net sales
|
$
|
1,592,275
|
|
|
100.0
|
%
|
|
$
|
1,442,718
|
|
|
100.0
|
%
|
|
$
|
149,557
|
|
|
10.4
|
%
|
Cost of sales and related buying, occupancy and distribution expenses
|
1,228,780
|
|
|
77.2
|
%
|
|
1,144,666
|
|
|
79.3
|
%
|
|
84,114
|
|
|
7.3
|
%
|
|||
Gross profit
|
363,495
|
|
|
22.8
|
%
|
|
298,052
|
|
|
20.7
|
%
|
|
65,443
|
|
|
22.0
|
%
|
|||
Selling, general and administrative expenses
|
406,206
|
|
|
25.5
|
%
|
|
356,064
|
|
|
24.7
|
%
|
|
50,142
|
|
|
14.1
|
%
|
|||
Interest expense
|
7,680
|
|
|
0.5
|
%
|
|
5,051
|
|
|
0.4
|
%
|
|
2,629
|
|
|
|
|
|||
Loss before income tax
|
(50,391
|
)
|
|
(3.2
|
)%
|
|
(63,063
|
)
|
|
(4.4
|
)%
|
|
12,672
|
|
|
|
|
|||
Income tax benefit
|
(13,068
|
)
|
|
(0.8
|
)%
|
|
(25,166
|
)
|
|
(1.7
|
)%
|
|
12,098
|
|
|
|
|
|||
Net loss
|
$
|
(37,323
|
)
|
|
(2.3
|
)%
|
|
$
|
(37,897
|
)
|
|
(2.6
|
)%
|
|
$
|
574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(a)
Amounts in thousands.
|
|
|
|
|
|
|
|
|
||||||||||||
(b)
Percentages may not foot due to rounding.
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||||||||
|
January 28, 2017
|
|
January 30, 2016
|
|
Change
|
|||||||||||||||
|
Amount
(a)
|
|
% to Sales
(b)
|
|
Amount
(a)
|
|
% to Sales
(b)
|
|
Amount
(a)
|
|
%
|
|||||||||
Net sales
|
$
|
1,442,718
|
|
|
100.0
|
%
|
|
$
|
1,604,433
|
|
|
100.0
|
%
|
|
$
|
(161,715
|
)
|
|
(10.1
|
)%
|
Cost of sales and related buying, occupancy and distribution expenses
|
1,144,666
|
|
|
79.3
|
%
|
|
1,208,002
|
|
|
75.3
|
%
|
|
(63,336
|
)
|
|
(5.2
|
)%
|
|||
Gross profit
|
298,052
|
|
|
20.7
|
%
|
|
396,431
|
|
|
24.7
|
%
|
|
(98,379
|
)
|
|
(24.8
|
)%
|
|||
Selling, general and administrative expenses
|
356,064
|
|
|
24.7
|
%
|
|
387,859
|
|
|
24.2
|
%
|
|
(31,795
|
)
|
|
(8.2
|
)%
|
|||
Interest expense
|
5,051
|
|
|
0.4
|
%
|
|
2,977
|
|
|
0.2
|
%
|
|
2,074
|
|
|
|
|
|||
(Loss) income before income tax
|
(63,063
|
)
|
|
(4.4
|
)%
|
|
5,595
|
|
|
0.3
|
%
|
|
(68,658
|
)
|
|
|
|
|||
Income tax (benefit) expense
|
(25,166
|
)
|
|
(1.7
|
)%
|
|
1,815
|
|
|
0.1
|
%
|
|
(26,981
|
)
|
|
|
|
|||
Net (loss) income
|
$
|
(37,897
|
)
|
|
(2.6
|
)%
|
|
$
|
3,780
|
|
|
0.2
|
%
|
|
$
|
(41,677
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(a)
Amounts in thousands.
|
|
|
|
|
|
|
|
|
||||||||||||
(b)
Percentages may not foot due to rounding.
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2017
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
(a) (b)
|
||||||||
Net sales
|
$
|
308,607
|
|
|
$
|
377,081
|
|
|
$
|
357,236
|
|
|
$
|
549,351
|
|
Gross profit
|
62,218
|
|
|
92,941
|
|
|
71,694
|
|
|
136,642
|
|
||||
Net (loss) income
|
(18,987
|
)
|
|
(6,258
|
)
|
|
(17,722
|
)
|
|
5,644
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic (loss) earnings per share
|
$
|
(0.70
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
0.19
|
|
Diluted (loss) earnings per share
|
(0.70
|
)
|
|
(0.23
|
)
|
|
(0.64
|
)
|
|
0.19
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares
|
27,268
|
|
|
27,535
|
|
|
27,602
|
|
|
27,628
|
|
||||
Diluted weighted average shares
|
27,268
|
|
|
27,535
|
|
|
27,602
|
|
|
27,628
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year 2016
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
(a) (b)
|
||||||||
Net sales
|
$
|
332,750
|
|
|
$
|
338,385
|
|
|
$
|
317,140
|
|
|
$
|
454,443
|
|
Gross profit
|
66,987
|
|
|
85,570
|
|
|
56,590
|
|
|
88,905
|
|
||||
Net (loss) income
|
(15,460
|
)
|
|
41
|
|
|
(15,634
|
)
|
|
(6,844
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic (loss) earnings per share
|
$
|
(0.57
|
)
|
|
$
|
—
|
|
|
$
|
(0.58
|
)
|
|
$
|
(0.25
|
)
|
Diluted (loss) earnings per share
|
(0.57
|
)
|
|
—
|
|
|
(0.58
|
)
|
|
(0.25
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares
|
26,932
|
|
|
27,111
|
|
|
27,155
|
|
|
27,163
|
|
||||
Diluted weighted average shares
|
26,932
|
|
|
27,175
|
|
|
27,155
|
|
|
27,163
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
75,461
|
|
|
$
|
84,284
|
|
|
$
|
40,300
|
|
Investing activities
|
(72,361
|
)
|
|
(73,078
|
)
|
|
(90,977
|
)
|
|||
Financing activities
|
4,347
|
|
|
(13,890
|
)
|
|
49,999
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Capital expenditures
|
$
|
38,630
|
|
|
$
|
74,257
|
|
|
$
|
90,695
|
|
Construction allowances received from landlords
(a)
|
1,228
|
|
|
7,079
|
|
|
3,444
|
|
|||
Capital expenditures, net of construction allowances
|
$
|
37,402
|
|
|
$
|
67,178
|
|
|
$
|
87,251
|
|
|
|
|
|
|
|
||||||
Business acquisition
|
$
|
36,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Number of stores remodeled, relocated and expanded
|
9
|
|
|
86
|
|
|
122
|
|
|||
Number of new stores
(b)
|
58
|
|
|
—
|
|
|
3
|
|
|||
|
|
|
|
|
|
||||||
(a)
Construction allowances are reflected in operating activities on the statements of cash flows.
|
|||||||||||
(b)
2017 reflects the addition of Gordmans off-price stores.
|
|
|
|
|
Payment Due by Period
|
||||||||||||||||
Contractual Obligations
(a)
|
|
Total
|
|
Less Than
One Year
|
|
1-3
Years
|
|
4-5
Years
|
|
More than 5
Years
|
||||||||||
Revolving Credit Facility
(b)
|
|
$
|
179,288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179,288
|
|
|
$
|
—
|
|
Documentary letters of credit
(c)
|
|
1,093
|
|
|
1,093
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Finance obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
|
|
1,549
|
|
|
995
|
|
|
554
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments
|
|
127
|
|
|
101
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term debt obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Principal payments
|
|
2,498
|
|
|
1,990
|
|
|
508
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments
|
|
54
|
|
|
51
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
(d)
|
|
540,881
|
|
|
111,260
|
|
|
185,395
|
|
|
131,879
|
|
|
112,347
|
|
|||||
Purchase obligations
(e)
|
|
239,482
|
|
|
220,582
|
|
|
15,339
|
|
|
3,456
|
|
|
105
|
|
|||||
Total contractual obligations
|
|
$
|
964,972
|
|
|
$
|
336,072
|
|
|
$
|
201,825
|
|
|
$
|
314,623
|
|
|
$
|
112,452
|
|
Stage Stores, Inc.
|
|||||||
Consolidated Balance Sheets
|
|||||||
(in thousands, except par value)
|
|||||||
|
|
|
|
||||
|
February 3, 2018
|
|
January 28, 2017
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
21,250
|
|
|
$
|
13,803
|
|
Merchandise inventories, net
|
439,735
|
|
|
409,384
|
|
||
Prepaid expenses and other current assets
|
51,049
|
|
|
41,574
|
|
||
Total current assets
|
512,034
|
|
|
464,761
|
|
||
|
|
|
|
||||
Property, equipment and leasehold improvements, net
|
252,788
|
|
|
284,110
|
|
||
Intangible assets
|
17,135
|
|
|
15,235
|
|
||
Other non-current assets, net
|
24,449
|
|
|
22,883
|
|
||
Total assets
|
$
|
806,406
|
|
|
$
|
786,989
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
||
Accounts payable
|
$
|
145,991
|
|
|
$
|
101,985
|
|
Income taxes payable
|
176
|
|
|
326
|
|
||
Current portion of debt obligations
|
2,985
|
|
|
6,414
|
|
||
Accrued expenses and other current liabilities
|
64,266
|
|
|
59,945
|
|
||
Total current liabilities
|
213,418
|
|
|
168,670
|
|
||
|
|
|
|
||||
Long-term debt obligations
|
180,350
|
|
|
163,749
|
|
||
Deferred taxes
|
—
|
|
|
547
|
|
||
Other long-term liabilities
|
68,524
|
|
|
73,863
|
|
||
Total liabilities
|
462,292
|
|
|
406,829
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
|
|
|
|
||||
Common stock, par value $0.01, 100,000 shares authorized, 32,806 and 32,340 shares issued, respectively
|
328
|
|
|
323
|
|
||
Additional paid-in capital
|
418,658
|
|
|
410,504
|
|
||
Treasury stock, at cost, 5,175 shares, respectively
|
(43,298
|
)
|
|
(43,286
|
)
|
||
Accumulated other comprehensive loss
|
(5,177
|
)
|
|
(5,648
|
)
|
||
(Accumulated deficit) retained earnings
|
(26,397
|
)
|
|
18,267
|
|
||
Total stockholders' equity
|
344,114
|
|
|
380,160
|
|
||
Total liabilities and stockholders' equity
|
$
|
806,406
|
|
|
$
|
786,989
|
|
|
|
|
|
Stage Stores, Inc.
|
|||||||||||
Consolidated Statements of Operations and Comprehensive (Loss) Income
|
|||||||||||
(in thousands, except earnings per share)
|
|||||||||||
|
|
||||||||||
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
1,592,275
|
|
|
$
|
1,442,718
|
|
|
$
|
1,604,433
|
|
Cost of sales and related buying, occupancy and distribution expenses
|
1,228,780
|
|
|
1,144,666
|
|
|
1,208,002
|
|
|||
Gross profit
|
363,495
|
|
|
298,052
|
|
|
396,431
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
406,206
|
|
|
356,064
|
|
|
387,859
|
|
|||
Interest expense
|
7,680
|
|
|
5,051
|
|
|
2,977
|
|
|||
(Loss) income before income tax
|
(50,391
|
)
|
|
(63,063
|
)
|
|
5,595
|
|
|||
Income tax (benefit) expense
|
(13,068
|
)
|
|
(25,166
|
)
|
|
1,815
|
|
|||
Net (loss) income
|
$
|
(37,323
|
)
|
|
$
|
(37,897
|
)
|
|
$
|
3,780
|
|
|
|
|
|
|
|
||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Employee benefit related adjustment, net of tax of $233, $112 and ($258), respectively
|
$
|
733
|
|
|
$
|
189
|
|
|
$
|
(431
|
)
|
Amortization of employee benefit related costs, net of tax of $192, $381 and $290, respectively
|
605
|
|
|
516
|
|
|
484
|
|
|||
Loss on pension settlement, net of tax of $106, $0 and $280, respectively
|
332
|
|
|
—
|
|
|
468
|
|
|||
Total other comprehensive income
|
1,670
|
|
|
705
|
|
|
521
|
|
|||
Comprehensive (loss) income
|
$
|
(35,653
|
)
|
|
$
|
(37,192
|
)
|
|
$
|
4,301
|
|
|
|
|
|
|
|
||||||
Basic (loss) earnings per share data:
|
|
|
|
|
|
|
|
||||
Basic (loss) earnings per share
|
$
|
(1.37
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.12
|
|
Basic weighted average shares outstanding
|
27,510
|
|
|
27,090
|
|
|
31,145
|
|
|||
|
|
|
|
|
|
||||||
Diluted (loss) earnings per share data:
|
|
|
|
|
|
||||||
Diluted (loss) earnings per share
|
$
|
(1.37
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.12
|
|
Diluted weighted average shares outstanding
|
27,510
|
|
|
27,090
|
|
|
31,188
|
|
Stage Stores, Inc.
|
|||||||||||
Consolidated Statements of Cash Flows
|
|||||||||||
(in thousands)
|
|||||||||||
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(37,323
|
)
|
|
$
|
(37,897
|
)
|
|
$
|
3,780
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation, amortization and impairment of long-lived assets
|
67,161
|
|
|
91,656
|
|
|
77,599
|
|
|||
(Gain) loss on retirements of property, equipment and leasehold improvements
|
(918
|
)
|
|
296
|
|
|
719
|
|
|||
Deferred income taxes
|
(1,078
|
)
|
|
(20,224
|
)
|
|
(2,330
|
)
|
|||
Tax (deficiency) benefit from stock-based compensation
|
—
|
|
|
(4,565
|
)
|
|
409
|
|
|||
Stock-based compensation expense
|
8,386
|
|
|
9,461
|
|
|
12,394
|
|
|||
Amortization of debt issuance costs
|
289
|
|
|
229
|
|
|
218
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
(945
|
)
|
|||
Deferred compensation obligation
|
12
|
|
|
218
|
|
|
881
|
|
|||
Amortization of employee benefit related costs and pension settlement charges
|
1,235
|
|
|
897
|
|
|
1,522
|
|
|||
Construction allowances from landlords
|
1,228
|
|
|
7,079
|
|
|
3,444
|
|
|||
Other changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||
Decrease in merchandise inventories
|
1,419
|
|
|
26,612
|
|
|
5,456
|
|
|||
(Increase) decrease in other assets
|
(8,532
|
)
|
|
754
|
|
|
1,551
|
|
|||
Increase (decrease) in accounts payable and other liabilities
|
43,582
|
|
|
9,768
|
|
|
(64,398
|
)
|
|||
Net cash provided by operating activities
|
75,461
|
|
|
84,284
|
|
|
40,300
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Additions to property, equipment and leasehold improvements
|
(38,630
|
)
|
|
(74,257
|
)
|
|
(90,695
|
)
|
|||
Proceeds from insurance and disposal of assets
|
2,413
|
|
|
1,179
|
|
|
43
|
|
|||
Addition to intangible asset
|
—
|
|
|
—
|
|
|
(325
|
)
|
|||
Business acquisition
|
(36,144
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(72,361
|
)
|
|
(73,078
|
)
|
|
(90,977
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from revolving credit facility borrowings
|
575,210
|
|
|
512,873
|
|
|
575,570
|
|
|||
Payments of revolving credit facility borrowings
|
(555,624
|
)
|
|
(510,011
|
)
|
|
(460,640
|
)
|
|||
Proceeds from long-term debt obligation
|
—
|
|
|
5,830
|
|
|
—
|
|
|||
Payments of long-term debt obligations
|
(6,414
|
)
|
|
(4,252
|
)
|
|
(1,714
|
)
|
|||
Payments of debt issuance costs
|
(34
|
)
|
|
(815
|
)
|
|
—
|
|
|||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(41,587
|
)
|
|||
Payments for stock related compensation
|
(251
|
)
|
|
(859
|
)
|
|
(4,465
|
)
|
|||
Proceeds from issuance of equity awards
|
—
|
|
|
—
|
|
|
543
|
|
|||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
945
|
|
|||
Cash dividends paid
|
(8,540
|
)
|
|
(16,656
|
)
|
|
(18,653
|
)
|
|||
Net cash provided by (used in) financing activities
|
4,347
|
|
|
(13,890
|
)
|
|
49,999
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
7,447
|
|
|
(2,684
|
)
|
|
(678
|
)
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Beginning of period
|
13,803
|
|
|
16,487
|
|
|
17,165
|
|
|||
End of period
|
$
|
21,250
|
|
|
$
|
13,803
|
|
|
$
|
16,487
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures including non-cash investing and financing activities:
|
|||||||||||
Interest paid
|
$
|
7,282
|
|
|
$
|
4,816
|
|
|
$
|
2,705
|
|
Income taxes (refunded) paid
|
(8,761
|
)
|
|
1,601
|
|
|
15,237
|
|
|||
Unpaid liabilities for capital expenditures
|
2,937
|
|
|
3,943
|
|
|
11,951
|
|
Stage Stores, Inc.
|
|||||||||||||||||||||||||||||
Consolidated Statements of Stockholders’ Equity
|
|||||||||||||||||||||||||||||
(in thousands, except per share amounts)
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive Loss
|
|
Retained Earnings (Accumulated Deficit)
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
Total
|
|||||||||||||||||
Balance, January 31, 2015
|
31,632
|
|
|
$
|
316
|
|
|
$
|
395,395
|
|
|
—
|
|
|
$
|
(600
|
)
|
|
$
|
(6,874
|
)
|
|
$
|
87,693
|
|
|
$
|
475,930
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,780
|
|
|
3,780
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
521
|
|
|
—
|
|
|
521
|
|
||||||
Dividends on common stock, $0.58 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,653
|
)
|
|
(18,653
|
)
|
||||||
Deferred compensation
|
—
|
|
|
—
|
|
|
881
|
|
|
—
|
|
|
(881
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,175
|
)
|
|
(41,587
|
)
|
|
—
|
|
|
—
|
|
|
(41,587
|
)
|
||||||
Issuance of equity awards, net
|
398
|
|
|
4
|
|
|
539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
543
|
|
||||||
Tax withholdings paid for net settlement of stock awards
|
—
|
|
|
—
|
|
|
(3,584
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,584
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
12,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,394
|
|
||||||
Tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
409
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409
|
|
||||||
Balance, January 30, 2016
|
32,030
|
|
|
$
|
320
|
|
|
$
|
406,034
|
|
|
(5,175
|
)
|
|
$
|
(43,068
|
)
|
|
$
|
(6,353
|
)
|
|
$
|
72,820
|
|
|
$
|
429,753
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,897
|
)
|
|
(37,897
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|
—
|
|
|
705
|
|
||||||
Dividends on common stock, $0.60 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,656
|
)
|
|
(16,656
|
)
|
||||||
Deferred compensation
|
—
|
|
|
—
|
|
|
218
|
|
|
—
|
|
|
(218
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of equity awards, net
|
310
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax withholdings paid for net settlement of stock awards
|
—
|
|
|
—
|
|
|
(641
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(641
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
9,461
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,461
|
|
||||||
Tax deficiency from stock-based compensation
|
—
|
|
|
—
|
|
|
(4,565
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,565
|
)
|
||||||
Balance, January 28, 2017
|
32,340
|
|
|
$
|
323
|
|
|
$
|
410,504
|
|
|
(5,175
|
)
|
|
$
|
(43,286
|
)
|
|
$
|
(5,648
|
)
|
|
$
|
18,267
|
|
|
$
|
380,160
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,323
|
)
|
|
(37,323
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,670
|
|
|
—
|
|
|
1,670
|
|
||||||
Dividends on common stock, $0.30 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,540
|
)
|
|
(8,540
|
)
|
||||||
Deferred compensation
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of equity awards, net
|
466
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Tax withholdings paid for net settlement of stock awards
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
8,386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,386
|
|
||||||
Reclassification of tax effects to retained earnings
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,199
|
)
|
|
1,199
|
|
|
—
|
|
||||||
Balance, February 3, 2018
|
32,806
|
|
|
$
|
328
|
|
|
$
|
418,658
|
|
|
(5,175
|
)
|
|
$
|
(43,298
|
)
|
|
$
|
(5,177
|
)
|
|
$
|
(26,397
|
)
|
|
$
|
344,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
Ended
|
Weeks
|
2017
|
February 3, 2018
|
53
|
2016
|
January 28, 2017
|
52
|
2015
|
January 30, 2016
|
52
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(37,323
|
)
|
|
$
|
(37,897
|
)
|
|
$
|
3,780
|
|
Less: Allocation of earnings to participating securities
|
—
|
|
|
—
|
|
|
(48
|
)
|
|||
Net (loss) income allocated to common shares
|
(37,323
|
)
|
|
(37,897
|
)
|
|
3,732
|
|
|||
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
27,510
|
|
|
27,090
|
|
|
31,145
|
|
|||
Basic (loss) earnings per share
|
$
|
(1.37
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.12
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
|||
Net (loss) income
|
$
|
(37,323
|
)
|
|
$
|
(37,897
|
)
|
|
$
|
3,780
|
|
Less: Allocation of earnings to participating securities
|
—
|
|
|
—
|
|
|
(48
|
)
|
|||
Net (loss) income allocated to common shares
|
(37,323
|
)
|
|
(37,897
|
)
|
|
3,732
|
|
|||
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
27,510
|
|
|
27,090
|
|
|
31,145
|
|
|||
Add: Dilutive effect of stock awards
|
—
|
|
|
—
|
|
|
43
|
|
|||
Diluted weighted average shares outstanding
|
27,510
|
|
|
27,090
|
|
|
31,188
|
|
|||
Diluted (loss) earnings per share
|
$
|
(1.37
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
0.12
|
|
|
Fiscal Year
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Number of anti-dilutive shares due to net loss for the period
|
—
|
|
|
34
|
|
|
—
|
|
|
|
|
|
|
|
|||
Number of anti-dilutive stock options, SARs due to exercise price greater than average market price of our common stock
|
124
|
|
|
192
|
|
|
251
|
|
Level 1 -
|
Quoted prices in active markets for identical assets or liabilities.
|
Level 2 -
|
Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
Level 3 -
|
Inputs that are both unobservable and significant to the overall fair value measurement reflect our estimates of assumptions that market participants would use in pricing the asset or liability.
|
|
February 3, 2018
|
||||||||||||||
|
Balance
|
|
Quoted Prices in Active
Markets for Identical Instruments (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant Unobservable
Inputs (Level 3) |
||||||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Securities held in grantor trust for deferred compensation plans
(a)(b)
|
$
|
20,293
|
|
|
$
|
20,293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
January 28, 2017
|
||||||||||||||
|
Balance
|
|
Quoted Prices in Active
Markets for Identical Instruments (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant Unobservable
Inputs (Level 3) |
||||||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Securities held in grantor trust for deferred compensation plans
(a)(b)
|
$
|
18,094
|
|
|
$
|
18,094
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
February 3, 2018
|
||||||||||||||
|
Balance
|
|
Quoted Prices in Active
Markets for Identical Instruments (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant Unobservable
Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Store property, equipment and leasehold improvements
(a)
|
$
|
778
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
778
|
|
|
January 28, 2017
|
||||||||||||||
|
Balance
|
|
Quoted Prices in Active
Markets for Identical Instruments (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant Unobservable
Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Store property, equipment and leasehold improvements
(a)
|
$
|
8,795
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,795
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
Land
|
$
|
1,544
|
|
|
$
|
1,842
|
|
Buildings and improvements
|
12,966
|
|
|
15,633
|
|
||
Fixtures and equipment
|
526,313
|
|
|
548,145
|
|
||
Leasehold improvements
|
411,753
|
|
|
415,577
|
|
||
Property, equipment and leasehold improvements
|
952,576
|
|
|
981,197
|
|
||
Less: Accumulated depreciation
|
699,788
|
|
|
697,087
|
|
||
Property, equipment and leasehold improvements, net
|
$
|
252,788
|
|
|
$
|
284,110
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Depreciation expense
|
$
|
65,401
|
|
|
$
|
71,779
|
|
|
$
|
66,998
|
|
Store impairment charges
|
1,739
|
|
|
19,856
|
|
|
10,580
|
|
|||
Total depreciation and impairment
|
$
|
67,140
|
|
|
$
|
91,635
|
|
|
$
|
77,578
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
Accrued compensation and benefits
|
$
|
11,828
|
|
|
$
|
12,165
|
|
Gift card and merchandise credit liability
|
12,122
|
|
|
10,864
|
|
||
Self-insurance liability
|
9,994
|
|
|
9,437
|
|
||
Accrued occupancy
|
6,129
|
|
|
10,259
|
|
||
Other
|
24,193
|
|
|
17,220
|
|
||
Accrued expenses and other current liabilities
|
$
|
64,266
|
|
|
$
|
59,945
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
Revolving Credit Facility
|
$
|
179,288
|
|
|
$
|
159,702
|
|
Finance obligations
|
1,549
|
|
|
2,708
|
|
||
Other financing
|
2,498
|
|
|
7,753
|
|
||
Total debt obligations
|
183,335
|
|
|
170,163
|
|
||
Less: Current portion of debt obligations
|
2,985
|
|
|
6,414
|
|
||
Long-term debt obligations
|
$
|
180,350
|
|
|
$
|
163,749
|
|
Fiscal Year
|
Minimum Payments
|
|
Less: Interest
|
|
Principal Payments
|
||||||
2018
|
$
|
1,096
|
|
|
$
|
101
|
|
|
$
|
995
|
|
2019
|
580
|
|
|
26
|
|
|
554
|
|
|||
Total
|
$
|
1,676
|
|
|
$
|
127
|
|
|
$
|
1,549
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
Deferred rent
|
$
|
38,109
|
|
|
$
|
43,382
|
|
Deferred compensation
|
20,293
|
|
|
18,180
|
|
||
Pension liability
|
7,247
|
|
|
8,801
|
|
||
Deferred revenue under ADS agreement (see Note 10)
|
2,875
|
|
|
3,500
|
|
||
Other long-term liabilities
|
$
|
68,524
|
|
|
$
|
73,863
|
|
Fiscal Year
|
|
Commitments
|
|
Sublease Income
|
|
Net Minimum Lease Commitments
|
||||||
2018
|
|
$
|
111,260
|
|
|
$
|
(1,447
|
)
|
|
$
|
109,813
|
|
2019
|
|
97,401
|
|
|
(1,447
|
)
|
|
95,954
|
|
|||
2020
|
|
87,994
|
|
|
(1,492
|
)
|
|
86,502
|
|
|||
2021
|
|
73,229
|
|
|
(1,582
|
)
|
|
71,647
|
|
|||
2022
|
|
58,650
|
|
|
(1,582
|
)
|
|
57,068
|
|
|||
Thereafter
|
|
112,347
|
|
|
(1,054
|
)
|
|
111,293
|
|
|||
Total
|
|
$
|
540,881
|
|
|
$
|
(8,604
|
)
|
|
$
|
532,277
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Minimum rentals
|
|
$
|
104,240
|
|
|
$
|
85,538
|
|
|
$
|
84,170
|
|
Contingent rentals
|
|
2,224
|
|
|
2,365
|
|
|
3,067
|
|
|||
Sublease income
|
|
(1,474
|
)
|
|
(1,436
|
)
|
|
(5
|
)
|
|||
Total
|
|
$
|
104,990
|
|
|
$
|
86,467
|
|
|
$
|
87,232
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Non-vested stock
|
$
|
5,626
|
|
|
$
|
6,676
|
|
|
$
|
7,171
|
|
Restricted stock units
|
434
|
|
|
—
|
|
|
—
|
|
|||
Performance shares
|
2,760
|
|
|
2,785
|
|
|
5,193
|
|
|||
Stock options and SARs
|
—
|
|
|
—
|
|
|
30
|
|
|||
Total stock-based compensation expense
|
8,820
|
|
|
9,461
|
|
|
12,394
|
|
|||
Related tax benefit
|
(3,313
|
)
|
|
(3,557
|
)
|
|
(4,660
|
)
|
|||
Stock-based compensation expense, net of tax
|
$
|
5,507
|
|
|
$
|
5,904
|
|
|
$
|
7,734
|
|
|
|
|
|
|
|
Non-vested Stock
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding at January 28, 2017
|
|
1,596,410
|
|
|
$
|
10.22
|
|
Granted
|
|
668,371
|
|
|
2.21
|
|
|
Vested
|
|
(577,897
|
)
|
|
11.10
|
|
|
Forfeited
|
|
(49,847
|
)
|
|
9.30
|
|
|
Outstanding at February 3, 2018
|
|
1,637,037
|
|
|
6.67
|
|
Restricted Stock Units
|
|
Number of
Units
|
|
Weighted
Average Grant
Date Fair
Value
|
|||
Outstanding at January 28, 2017
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
1,321,250
|
|
|
2.14
|
|
|
Forfeited
|
|
(37,500
|
)
|
|
2.09
|
|
|
Outstanding at February 3, 2018
|
|
1,283,750
|
|
|
2.14
|
|
Period
Granted
|
Target PSUs Outstanding at
January 28, 2017
|
Target
PSUs
Granted
|
Target PSUs Vested and Earned
|
Target PSUs Vested and Unearned
|
Target
PSUs Forfeited |
Target PSUs
Outstanding at February 3, 2018
|
Weighted
Average
Grant Date
Fair Value per
Target PSU
|
||||||||
2015
|
158,490
|
|
—
|
|
—
|
|
(154,046
|
)
|
(4,444
|
)
|
—
|
|
$
|
28.33
|
|
2016
|
330,233
|
|
—
|
|
—
|
|
—
|
|
(8,527
|
)
|
321,706
|
|
8.69
|
|
|
2017
|
—
|
|
600,000
|
|
—
|
|
—
|
|
—
|
|
600,000
|
|
1.80
|
|
|
Total
|
488,723
|
|
600,000
|
|
—
|
|
(154,046
|
)
|
(12,971
|
)
|
921,706
|
|
7.65
|
|
|
Number of
Outstanding Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual Term
(years)
|
|
Aggregate Intrinsic
Value (in
thousands)
|
|||||
Outstanding, vested and exercisable at January 28, 2017
|
177,900
|
|
|
$
|
17.69
|
|
|
|
|
|
||
Forfeited
|
(80,000
|
)
|
|
16.29
|
|
|
|
|
|
|||
Outstanding, vested and exercisable at February 3, 2018
|
97,900
|
|
|
$
|
18.83
|
|
|
0.2
|
|
$
|
—
|
|
|
Fiscal Year
|
||||||
|
2017
|
|
2016
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
34,962
|
|
|
$
|
35,223
|
|
Employer service cost
|
490
|
|
|
340
|
|
||
Interest cost
|
1,430
|
|
|
1,598
|
|
||
Actuarial loss
|
1,835
|
|
|
1,067
|
|
||
Settlements
|
(1,989
|
)
|
|
—
|
|
||
Plan disbursements
|
(1,979
|
)
|
|
(3,266
|
)
|
||
Projected benefit obligation at end of year
|
34,749
|
|
|
34,962
|
|
||
|
|
|
|
||||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
26,161
|
|
|
26,310
|
|
||
Actual return on plan assets
|
4,456
|
|
|
3,117
|
|
||
Employer contributions
|
853
|
|
|
—
|
|
||
Settlements
|
(1,989
|
)
|
|
—
|
|
||
Plan disbursements
|
(1,979
|
)
|
|
(3,266
|
)
|
||
Fair value of plan assets at end of year
|
27,502
|
|
|
26,161
|
|
||
|
|
|
|
||||
Underfunded status
|
$
|
(7,247
|
)
|
|
$
|
(8,801
|
)
|
|
|
|
|
||||
Amounts recognized in the consolidated balance sheet consist of:
|
|
|
|
||||
Accrued benefit liability - included in other long-term liabilities
|
$
|
(7,247
|
)
|
|
$
|
(8,801
|
)
|
Amount recognized in accumulated other comprehensive loss, pre-tax
(a)
|
6,822
|
|
|
9,023
|
|
|
Fiscal Year
|
|
|
|||||
|
2017
|
|
2016
|
|
|
|||
Weighted-average assumptions:
|
|
|
|
|
|
|||
For determining benefit obligations at year-end:
|
|
|
|
|
|
|||
Discount rate
|
3.98
|
%
|
|
4.33
|
%
|
|
|
|
|
|
|
|
|
|
|||
|
Fiscal Year
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
For determining net periodic pension cost for year:
|
|
|
|
|
|
|
|
|
Discount rate
|
4.33
|
%
|
|
4.79
|
%
|
|
3.90
|
%
|
Expected return on assets
|
6.50
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
|
|
Fiscal Year
|
||
|
2018 Target Allocation
|
|
2017
|
|
2016
|
Equity securities
|
50%
|
|
51%
|
|
51%
|
Fixed income securities
|
50
|
|
47
|
|
48
|
Other - primarily cash
|
—
|
|
2
|
|
1
|
Total
|
100%
|
|
100%
|
|
100%
|
|
February 3, 2018
|
||||||||||||||
|
Balance
|
|
Quoted Prices in Active
Markets for Identical
Instruments
(Level 1)
|
|
Significant Other Observable
Inputs
(Level 2)
|
|
Significant Unobservable
Inputs
(Level 3)
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
14,162
|
|
|
$
|
14,162
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities
|
12,833
|
|
|
12,833
|
|
|
—
|
|
|
—
|
|
||||
Other - primarily cash
|
507
|
|
|
507
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
27,502
|
|
|
$
|
27,502
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
January 28, 2017
|
||||||||||||||
|
Balance
|
|
Quoted Prices in Active
Markets for Identical
Instruments
(Level 1)
|
|
Significant Other Observable
Inputs
(Level 2)
|
|
Significant Unobservable
Inputs
(Level 3)
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
13,309
|
|
|
$
|
13,309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income securities
|
12,540
|
|
|
12,540
|
|
|
—
|
|
|
—
|
|
||||
Other - primarily cash
|
312
|
|
|
312
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
26,161
|
|
|
$
|
26,161
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net periodic pension cost for the fiscal year:
|
|
|
|
|
|
||||||
Employer service cost
|
$
|
490
|
|
|
$
|
340
|
|
|
$
|
350
|
|
Interest cost on pension benefit obligation
|
1,430
|
|
|
1,598
|
|
|
1,566
|
|
|||
Expected return on plan assets
|
(1,654
|
)
|
|
(1,749
|
)
|
|
(2,195
|
)
|
|||
Amortization of net loss
|
797
|
|
|
897
|
|
|
774
|
|
|||
Settlement charges
(a)
|
438
|
|
|
—
|
|
|
748
|
|
|||
Net periodic pension cost
|
$
|
1,501
|
|
|
$
|
1,086
|
|
|
$
|
1,243
|
|
|
Fiscal Year
|
||||||
|
2017
|
|
2016
|
||||
Amortization of net loss
|
$
|
(797
|
)
|
|
$
|
(897
|
)
|
Settlement charges
|
(438
|
)
|
|
—
|
|
||
Net gain
|
(966
|
)
|
|
(301
|
)
|
||
Net change recognized in other comprehensive loss, pre-tax
|
$
|
(2,201
|
)
|
|
$
|
(1,198
|
)
|
Fiscal Year
|
Payments
|
||
2018
|
$
|
2,201
|
|
2019
|
2,880
|
|
|
2020
|
2,722
|
|
|
2021
|
2,988
|
|
|
2022
|
3,043
|
|
|
Fiscal Years 2023 - 2027
|
13,067
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Federal income tax (benefit) expense:
|
|
|
|
|
|
||||||
Current
|
$
|
(12,216
|
)
|
|
$
|
(5,234
|
)
|
|
$
|
3,380
|
|
Deferred
|
428
|
|
|
(19,052
|
)
|
|
(2,156
|
)
|
|||
|
(11,788
|
)
|
|
(24,286
|
)
|
|
1,224
|
|
|||
State income tax (benefit) expense:
|
|
|
|
|
|
|
|
|
|||
Current
|
193
|
|
|
292
|
|
|
765
|
|
|||
Deferred
|
(1,473
|
)
|
|
(1,172
|
)
|
|
(174
|
)
|
|||
|
(1,280
|
)
|
|
(880
|
)
|
|
591
|
|
|||
Total income tax (benefit) expense
|
$
|
(13,068
|
)
|
|
$
|
(25,166
|
)
|
|
$
|
1,815
|
|
|
Fiscal Year
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Federal income tax (benefit) expense at the blended statutory rate
|
$
|
(16,992
|
)
|
|
$
|
(22,072
|
)
|
|
$
|
1,958
|
|
State income taxes, net
|
(1,345
|
)
|
|
(1,084
|
)
|
|
332
|
|
|||
Uncertain tax position
|
—
|
|
|
(743
|
)
|
|
128
|
|
|||
Other
|
1,375
|
|
|
654
|
|
|
474
|
|
|||
Tax deficiencies related to share-based payments
(a)
|
1,948
|
|
|
—
|
|
|
—
|
|
|||
Tax credits
|
(4,386
|
)
|
|
(1,921
|
)
|
|
(1,077
|
)
|
|||
Valuation allowance on net deferred tax assets
|
6,077
|
|
|
—
|
|
|
—
|
|
|||
Tax Act
|
255
|
|
|
—
|
|
|
—
|
|
|||
Total income tax (benefit) expense
|
$
|
(13,068
|
)
|
|
$
|
(25,166
|
)
|
|
$
|
1,815
|
|
|
February 3, 2018
|
|
January 28, 2017
|
||||
Gross deferred tax assets:
|
|
|
|
||||
Net operating loss
|
$
|
6,758
|
|
|
$
|
10,184
|
|
Accrued expenses
|
2,203
|
|
|
2,893
|
|
||
Lease obligations
|
9,355
|
|
|
16,762
|
|
||
Deferred compensation
|
7,147
|
|
|
12,048
|
|
||
Deferred income
|
2,583
|
|
|
3,956
|
|
||
Other
|
4,650
|
|
|
4,434
|
|
||
|
32,696
|
|
|
50,277
|
|
||
Gross deferred tax liabilities:
|
|
|
|
||||
Inventory
|
(1,862
|
)
|
|
(4,706
|
)
|
||
Depreciation and amortization
|
(24,342
|
)
|
|
(45,703
|
)
|
||
|
(26,204
|
)
|
|
(50,409
|
)
|
||
|
|
|
|
||||
Valuation allowance
|
(6,492
|
)
|
|
(415
|
)
|
||
Net deferred tax liabilities
|
$
|
—
|
|
|
$
|
(547
|
)
|
|
April 7, 2017
|
||
Inventory
|
$
|
31,770
|
|
Property, plant and equipment and other assets
|
4,374
|
|
|
Total
|
$
|
36,144
|
|
|
Fiscal Year 2017
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
(a) (b)
|
||||||||
Net sales
|
$
|
308,607
|
|
|
$
|
377,081
|
|
|
$
|
357,236
|
|
|
$
|
549,351
|
|
Gross profit
|
62,218
|
|
|
92,941
|
|
|
71,694
|
|
|
136,642
|
|
||||
Net (loss) income
|
(18,987
|
)
|
|
(6,258
|
)
|
|
(17,722
|
)
|
|
5,644
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic (loss) earnings per share
|
$
|
(0.70
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
0.19
|
|
Diluted (loss) earnings per share
|
(0.70
|
)
|
|
(0.23
|
)
|
|
(0.64
|
)
|
|
0.19
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares
|
27,268
|
|
|
27,535
|
|
|
27,602
|
|
|
27,628
|
|
||||
Diluted weighted average shares
|
27,268
|
|
|
27,535
|
|
|
27,602
|
|
|
27,628
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Fiscal Year 2016
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
(a) (b)
|
||||||||
Net sales
|
$
|
332,750
|
|
|
$
|
338,385
|
|
|
$
|
317,140
|
|
|
$
|
454,443
|
|
Gross profit
|
66,987
|
|
|
85,570
|
|
|
56,590
|
|
|
88,905
|
|
||||
Net (loss) income
|
(15,460
|
)
|
|
41
|
|
|
(15,634
|
)
|
|
(6,844
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic (loss) earnings per share
|
$
|
(0.57
|
)
|
|
$
|
—
|
|
|
$
|
(0.58
|
)
|
|
$
|
(0.25
|
)
|
Diluted (loss) earnings per share
|
(0.57
|
)
|
|
—
|
|
|
(0.58
|
)
|
|
(0.25
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares
|
26,932
|
|
|
27,111
|
|
|
27,155
|
|
|
27,163
|
|
||||
Diluted weighted average shares
|
26,932
|
|
|
27,175
|
|
|
27,155
|
|
|
27,163
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position
|
Michael L. Glazer
|
|
69
|
|
President and Chief Executive Officer, Director
|
William E. Gentner
|
|
49
|
|
Executive Vice President, Chief Marketing Officer
|
Amy B. Gray
|
|
47
|
|
Executive Vice President, Chief Human Resources Officer
|
Steven L. Hunter
|
|
47
|
|
Executive Vice President, Chief Operating Officer - Gordmans
|
Russell A. Lundy, II
|
|
55
|
|
Executive Vice President, Chief Stores Officer
|
Chadwick P. Reynolds
|
|
44
|
|
Executive Vice President, Chief Legal Officer and Secretary
|
Oded Shein
|
|
56
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Thorsten I. Weber
|
|
47
|
|
Executive Vice President, Chief Merchandising Officer
|
Steven R. Williams, Jr.
|
|
53
|
|
Executive Vice President, Chief Information Officer
|
Richard E. Stasyszen
|
|
57
|
|
Senior Vice President, Finance and Controller
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
(a)
|
Documents filed as part of this report:
|
|
Page
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4†
|
|
|
|
10.5†
|
|
|
|
10.6†
|
|
|
|
10.7†
|
|
|
|
10.8†
|
|
|
|
10.9†
|
|
|
|
10.10†
|
|
|
|
10.11†
|
|
|
|
10.12†
|
|
|
|
10.13†
|
|
|
|
10.14†
|
|
|
|
10.15†
|
|
|
|
10.16†
|
|
|
|
10.17†
|
|
|
|
10.18†
|
|
|
|
10.19†
|
|
|
|
10.20†
|
|
|
|
10.21†
|
|
|
|
10.22†
|
|
|
|
10.23†
|
|
|
|
10.24†
|
|
|
|
10.25†
|
|
|
|
10.26†
|
|
|
|
10.27#
|
|
|
|
10.28#
|
|
|
|
10.29#
|
|
|
|
10.30#
|
|
|
|
10.31#
|
|
|
|
10.32#
|
|
|
|
10.33*
|
|
|
|
10.34*
|
|
|
|
10.35†
|
|
|
|
10.36†
|
|
|
|
10.37†
|
|
|
|
10.38†
|
|
|
|
10.39†
|
|
|
|
10.40†
|
|
|
|
10.41†
|
|
|
|
10.42†
|
|
|
|
10.43†
|
|
|
|
10.44†
|
|
|
14
|
|
|
|
21*
|
|
|
|
23*
|
|
|
|
24.1*
|
|
|
|
24.2*
|
|
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32*
|
101.INS*
|
XBRL Instance Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed electronically herewith.
|
†
|
Management contract or compensatory plan or arrangement.
|
#
|
Certain confidential portions have been omitted pursuant to a confidential treatment request that has been filed separately with the Securities and Exchange Commission.
|
STAGE STORES, INC.
|
|
|
|
/s/ Michael L. Glazer
|
April 10, 2018
|
Michael L. Glazer
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
STAGE STORES, INC.
|
|
|
|
/
s/ Oded Shein
|
April 10, 2018
|
Oded Shein
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer)
|
|
|
|
STAGE STORES, INC.
|
|
|
|
/
s/ Richard E. Stasyszen
|
April 10, 2018
|
Richard E. Stasyszen
|
|
Senior Vice President, Finance and Controller
|
|
(Principal Accounting Officer)
|
|
1.
|
Definitions; References
. Capitalized terms not otherwise defined in this Amendment No. 6 are used herein as defined in the Agreement.
|
2.
|
Section 13.18 Taxes
. Section 13.18 is hereby deleted in its entirety and replaced with a new Section 13.18, as follows:
|
1.
|
Counterparts; Effectiveness
. This Amendment No. 6 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute one and the same instrument.
|
2.
|
General
. This Amendment No. 6 shall not be changed, modified or amended except in writing and signed by both of the parties hereto. Except as specifically amended in this Amendment No. 6, the provisions of the Agreement, as amended, remain unaffected and in full force and effect. The provisions of this Amendment No. 6 shall prevail in the event of any conflict between the provisions hereof and the provisions of the Agreement.
|
STAGE STORES, INC.
|
|
COMENITY BANK (formerly known as WORLD FINANCIAL NETWORK BANK)
|
|
|
|
By:
/s/ Oded Shein
__________
|
|
By:
/s/ John Marion
__________________
|
|
|
|
|
|
|
Oded Shein
_________________
|
|
John Marion
________________________
|
Printed Name
|
|
Printed Name
|
|
|
|
EVP, CFO
__________________
|
|
President
__________________________
|
Title
|
|
Title
|
1.
|
Negotiated Late Fees
.
The parties hereby agree that Section 3 of Schedule 2.3 to the Agreement is deleted and replaced with a new Section 3 as follows
:
|
2.
|
Call Flow Restriction
.
The parties hereby agree that Service Level Standard number thirteen (13), of Schedule 3.8(c) to the Agreement (pertaining to call center servicing) is hereby amended by deleting “70%” and replacing it with “50%.”
|
3.
|
Operating Expense Reduction
.
The parties hereby agree to modify the cost per statement under that Section D of Schedule 6.1 of the Agreement by adding the following sentence immediately before Section E of Schedule 6.1: “The parties agree that the Operating Expense Amount charged for each billing statement shall be reduced by $0.02 for Measurement Period 6, and such discount shall be carried through the CPI adjustor to future Measurement Periods.”
|
4.
|
Counterparts; Effectiveness
.
This Amendment No. 7 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute one and the same instrument.
|
5.
|
General
.
This
Amendment No. 7
shall not be changed, modified or amended
except in
writing and signed by both of the Parties hereto
.
The
provisions of this
Amendment No. 7
shall be considered a part of the Agreement. Except as specifically amended
i
n this
Amendment No. 7
,
the provisions of the Agreement, as amended
,
remain unaffected and in full force and effect. The provisions of this
Amendment No. 7
shall prevail
in
the event of any conflict between the provisions hereof and the provisions of the Agreement.
|
STAGE STORES, INC.
|
|
COMENITY BANK (formerly known as WORLD FINANCIAL NETWORK BANK)
|
|
|
|
By:
/s/ Oded Shein
__________
|
|
By:
/s/ John Marion
__________________
|
|
|
|
|
|
|
Oded Shein
_________________
|
|
John Marion
________________________
|
Printed Name
|
|
Printed Name
|
|
|
|
EVP, CFO
__________________
|
|
President
__________________________
|
Title
|
|
Title
|
Name
|
Jurisdiction of Incorporation
|
Specialty Retailers, Inc.
|
Texas
|
/s/ Alan J. Barocas
|
|
/s/ Earl J. Hesterberg
|
Alan J. Barocas
|
|
Earl J. Hesterberg
|
|
|
|
/s/ Elaine D. Crowley
|
|
/s/ Lisa R. Kranc
|
Elaine D. Crowley
|
|
Lisa R. Kranc
|
|
|
|
/s/ Diane M. Ellis
|
|
/s/ William J. Montgoris
|
Diane M. Ellis
|
|
William J. Montgoris
|
|
|
|
/s/ Michael L. Glazer
|
|
|
Michael L. Glazer
|
|
|
/s/ Alan J. Barocas
|
|
/s/ Earl J. Hesterberg
|
Alan J. Barocas
|
|
Earl J. Hesterberg
|
|
|
|
/s/ Elaine D. Crowley
|
|
/s/ Lisa R. Kranc
|
Elaine D. Crowley
|
|
Lisa R. Kranc
|
|
|
|
/s/ Diane M. Ellis
|
|
/s/ William J. Montgoris
|
Diane M. Ellis
|
|
William J. Montgoris
|
|
|
|
/s/ Michael L. Glazer
|
|
|
Michael L. Glazer
|
|
|
|
|
|
/s/ William E. Gentner
|
|
/s/ Oded Shein
|
William E. Gentner
|
|
Oded Shein
|
|
|
|
/s/ Steven L. Hunter
|
|
/s/ Richard E. Stasyszen
|
Steven L. Hunter
|
|
Richard E. Stasyszen
|
|
|
|
/s/ Russell A. Lundy
|
|
/s/ Thorsten I. Weber
|
Russell A. Lundy
|
|
Thorsten I. Weber
|
|
|
|
/s/ Chadwick P. Reynolds
|
|
|
Chadwick P. Reynolds
|
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Stage Stores, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant, and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 10, 2018
|
/s/ Michael L. Glazer
|
|
Michael L. Glazer
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Stage Stores, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant, and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 10, 2018
|
/s/ Oded Shein
|
|
Oded Shein
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 10, 2018
|
/s/ Michael L. Glazer
|
|
Michael L. Glazer
|
|
President and Chief Executive Officer
|
|
/s/ Oded Shein
|
|
Oded Shein
|
|
Executive Vice President,
|
|
Chief Financial Officer and Treasurer
|