We are a retailer of trend-right, moderately priced, name-brand apparel, accessories, cosmetics, footwear and home goods. As of ~~May 4,~~August 3, 2019, we operated in 42 states through ~~685~~645 BEALLS, GOODY’S, PALAIS ROYAL, PEEBLES and STAGE specialty department stores and ~~105~~141 GORDMANS off-price stores, as well as an e-commerce website (www.stage.com). Our department stores are predominantly located in small towns and rural communities. Our off-price stores are predominantly located in smaller and mid-sized markets in the Midwest.

Non-financial assets measured at fair value on a nonrecurring basis were as follows (in thousands):

Debt obligations for each period presented consisted of the following (in thousands):

We have total availability of ~~$450.0~~$448.7 million with a seasonal increase to ~~$475.0~~$473.7 million under our senior secured revolving credit facility agreement including a revolving loan (“Revolving Loan”) and term loans (“Term Loan”), jointly referred to as the “Credit Facility”. Additionally, we have a $25.0 million letter of credit sublimit. The Term Loan is payable in quarterly installments of $1.3 million ~~beginning~~that began on June 15, 2019, with the remaining balance due upon maturity. The Credit Facility matures on December 16, ~~2021.~~2021.

We use the Credit Facility to provide financing for working capital and general corporate purposes, as well as to finance capital expenditures and to support our letter of credit requirements. Borrowings under the Credit Facility are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the Credit Facility agreement. The Credit Facility is secured by our inventory, cash, cash equivalents, and substantially all of our other assets. The daily interest rates are determined by a prime rate or LIBOR, plus an applicable margin, as set forth in the Credit Facility agreement. For the ~~three~~six months ended ~~May 4,~~August 3, 2019, the weighted average interest rate on outstanding borrowings and the average daily borrowings on the Credit Facility, were ~~4.8%~~4.7% and ~~$299.2~~$309.9 million, respectively.

Letters of credit issued under the Credit Facility support certain merchandise purchases and collateralize retained risks and deductibles under various insurance programs. At ~~May 4,~~August 3, 2019, outstanding letters of credit totaled approximately ~~$6.0~~$8.6 million. These letters of credit expire within 12 months of issuance and may be renewed.

The Credit Facility agreement contains a covenant requiring us to maintain excess availability at or above $35.0 million or 10% of the Adjusted Combined Loan Cap (as defined therein). The Credit Facility agreement also contains covenants which, among other things, restrict (i) the amount of additional debt or capital lease obligations, (ii) the payment of dividends to $30.0 million in a fiscal year, and (iii) the repurchase of common stock under certain circumstances. At ~~May 4,~~August 3, 2019, we were in compliance with the debt covenants of the Credit Facility agreement and we expect to remain in compliance. Excess availability under the Credit Facility at ~~May 4,~~August 3, 2019 was ~~$55.7~~$66.1 million.

We derecognized finance obligations of $0.6 million upon adoption of ASC Topic 842, Leases, on February 3, 2019. See Note 1 for further disclosures regarding the adoption impact.

We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our guest. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales.

We record deferred revenue for the sale of gift cards and merchandise credits issued for returned merchandise, and we recognize revenue in net sales upon redemption. Gift card and merchandise credit redemptions typically occur within 12 months of the date of issuance with the majority redeemed within the first three months. Our gift cards and merchandise credits do not expire. Based on historical redemption rates, a small percentage of gift cards and merchandise credits will never be redeemed. We recognize estimated breakage income for gift cards and merchandise credits that will never be redeemed in proportion to actual historical redemption patterns.

Under our loyalty program, members can accumulate points, based on their spending, toward earning a reward certificate that can be redeemed for future merchandise purchases. Points earned by loyalty members reset to zero at the end of each calendar year. Reward certificates expire 30 days after the date of issuance. We allocate and defer a portion of our sales to reward certificates expected to be earned, based on the relative stand-alone sales transaction price and reward certificate value, and recognize the reward certificate as a net sale when it is redeemed.

The following table presents the composition of net sales by merchandise category (in thousands):

On April 11, 2019, we entered into an amendment to our profit-sharing arrangement with Comenity Bank. The amendment extended the term of the arrangement from July 31, 2021 to July 31, 2024.

We recorded deferred revenue for certain upfront payments received from Comenity Bank associated with the execution of the PLCC ~~agreement, and we~~agreement. The amounts recognized ~~$0.6 million and $0.4 million~~ in credit income related to these upfront payments ~~during the three months ended May 4, 2019 and May 5, 2018, respectively.~~ for each period presented were as follows (in thousands):

As of ~~May 4,~~August 3, 2019, deferred revenue of ~~$7.3~~$7.0 million remained to be amortized.

Our lease agreements include leases for our retail stores, distribution centers and corporate headquarters. As of ~~May 4,~~August 3, 2019, all of our leases were classified as operating leases. Our store leases typically have an initial term of 10 years and often have ~~two~~2 renewal options of five years each. The exercise of a lease renewal option is at our sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain that we will exercise that option. Our lease agreements do not contain any residual value guarantees or material restrictive covenants.

Future minimum annual payments required under existing finance obligations as of February 2, 2019 were as follows (in thousands):

Stock-based compensation expense by type of grant for each period presented was as follows (in thousands):

As of ~~May 4,~~August 3, 2019, we have estimated unrecognized compensation cost of ~~$8.3~~$5.5 million related to stock-based compensation awards granted, which is expected to be recognized over a weighted average period of ~~2.6~~2.3 years.

The following table summarizes non-vested stock activity for the ~~three~~six months ended ~~May 4,~~August 3, 2019:

The weighted-average grant date fair value for non-vested stock granted during the ~~three~~six months ended ~~May 4,~~August 3, 2019 and ~~May 5,~~August 4, 2018 was ~~$0.98~~$0.96 and ~~$2.19,~~$2.41, respectively. The aggregate intrinsic value of non-vested stock that vested during the ~~three~~six months ended ~~May 4,~~August 3, 2019 and ~~May 5,~~August 4, 2018, was $0.4 million and ~~$0.8~~$1.6 million, respectively. The payment of ~~the~~ employees’ tax ~~liability~~liabilities for a portion of the vested shares was satisfied by withholding shares with a fair value equal to the tax ~~liability.~~liabilities. As a result, the actual number of shares issued during the ~~three~~six months ended ~~May 4,~~August 3, 2019 was ~~336,233.~~582,980.

We grant cash-settled PSUs as a means of rewarding management for our long-term performance based on total shareholder return relative to a specific group of companies over a ~~three-year~~ performance ~~cycle.~~cycle of three years. These awards cliff vest following a ~~three-year~~ performance cycle of three years, and if earned, are settled in cash. The amount of settlement ranges from ~~zero~~0 to a maximum of twice the number of target units awarded multiplied by the fair market value of one share of our common stock on the vesting date. Grant recipients do not have any shareholder rights on unvested or unearned cash-settled PSUs. Cash-settled PSUs are accounted for as a liability in accordance with accounting guidance for cash settled stock awards. The liability for cash-settled PSUs is remeasured based on their fair value at each reporting period until the award vests, which is estimated using a Monte Carlo simulation. Assumptions used in the valuation include the expected term of the award, a risk-free rate, expected dividends, expected volatility, and share price of our common stock and the specified peer group. The expected term is estimated based on the vesting period of the awards, the risk-free rate is based on the yield on U.S. Treasury securities matching the vesting period, and the volatility is based on the historical volatility over the expected term. Compensation expense is recognized ratably over the corresponding vesting period and adjusted with changes in the fair value of the liability.

We sponsor a frozen defined benefit pension plan. The components of net periodic pension cost, which were recognized in selling, general and administrative expenses, were as follows (in thousands):

Our funding policy is to make contributions to maintain the minimum funding requirements for our pension obligations in accordance with the Employee Retirement Income Security Act. We may elect to contribute additional amounts to maintain a level of funding to minimize the Pension Benefit Guaranty Corporation premium costs or to cover the short-term liquidity needs of the plan in order to maintain current invested positions. We contributed ~~$0.3~~$0.5 million during the ~~three~~six months ended ~~May 4,~~August 3, 2019, and we expect to contribute an additional ~~$1.0~~$0.8 million in 2019.

For the three and six months ended ~~May 4,~~August 3, 2019 and ~~May 5,~~August 4, 2018, respectively, participating securities had no impact on loss per common share and there were no anti-dilutive securities.

The Private Securities Litigation Reform Act of 1995 (“Act”) provides a safe harbor for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. We wish to take advantage of the “safe harbor” provisions of the Act.

Certain statements in this report are forward-looking statements within the meaning of the Act, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook,” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy.

Forward-looking statements are based upon a number of assumptions and factors concerning future conditions that may ultimately prove to be inaccurate and could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements that are made herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors. These factors include, but are not limited to, the ability for us to maintain normal trade terms with vendors, the ability for us to comply with the various covenant requirements contained in the credit facility agreement, the demand for apparel, and other factors. The demand for apparel and sales volume can be affected by significant changes in economic conditions, including an economic downturn, employment levels in our markets, consumer confidence, energy and gasoline prices, the value of the Mexican peso, and other factors influencing discretionary consumer spending. Other factors affecting the demand for apparel and sales volume include unusual weather patterns, an increase in the level of competition in our market areas, competitors’ marketing strategies, changes in fashion trends, changes in the average cost of merchandise purchased for resale, availability of product on normal payment terms and the failure to achieve the expected results of our merchandising and marketing plans as well as our store opening or relocation plans. Additional assumptions, factors and risks concerning future conditions are discussed in the Risk Factors section of the Form 10-K, and may be discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Most of these factors are difficult to predict accurately and are generally beyond our control.

Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although management believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Readers should carefully review the Form 10-K in its entirety including, but not limited to, our financial statements and the notes thereto and the risks and uncertainties described in Part I, Item 1A (Risk Factors) of the Form 10-K. This report should be read in conjunction with the Form 10-K, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements whether as a result of new information, future events or otherwise. Readers are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.

For purposes of the following discussion, all references to the ~~“first~~“second quarter 2019” and the ~~“first~~“second quarter 2018” are for the 13-week fiscal periods ended ~~May 4,~~August 3, 2019 and ~~May 5,~~August 4, 2018, ~~respectively.~~respectively, and all references to the “year-to-date 2019” and the “year-to-date 2018” are for the 26-week fiscal periods ended August 3, 2019 and August 4, 2018, respectively

The financial information, discussion and analysis that follow should be read in conjunction with our consolidated financial statements and the related notes included in this Form 10-Q as well as the financial and other information included in the Form 10-K.

We are a retailer of trend-right, moderately priced, name-brand apparel, accessories, cosmetics, footwear and home goods. As of ~~May 4,~~August 3, 2019, we operated in 42 states through ~~685~~645 specialty department stores under the BEALLS, GOODY’S, PALAIS ROYAL, PEEBLES and STAGE nameplates and ~~105~~141 GORDMANS off-price stores. We also operate an e-commerce website. Our department stores are predominantly located in small towns and rural communities. Our off-price stores are predominantly located in smaller and mid-sized markets in the Midwest.

~~Our strategy is centered~~For 2019, we are focused on growing our off-price stores, emphasizing trending merchandise ~~categories that are trending~~ to drive sales, ~~in both our off-price and department stores,~~ and exiting underperforming department stores. ~~Sales early in~~Our off-price store conversions and expansion of the ~~first quarter 2019 were negatively impacted by expected disruptions related~~home category within our department stores during the current year contributed to the ~~rollout of our strategic initiatives, which included temporary store closures associated with~~1.8% increase in comparable sales for the ~~conversion of 37 department stores to off-price and the home department expansion in our department stores. Sales benefited later in the~~second quarter ~~as these initiatives began to take hold.~~2019. We expect these initiatives, along with additional off-price store conversions scheduled for the second half of the year, to ~~positively impact our sales going forward and to contribute to~~generate positive comparable sales for ~~the year.~~2019.

Store counts at the end of the ~~first~~second quarter 2019 and ~~first~~second quarter 2018 were as follows:

The decrease in credit income for the ~~first quarter~~year-to-date 2019 compared to the ~~first quarter~~year-to-date 2018 is primarily due to the off-price store ~~conversions, lower department store credit sales and bad debt write-offs.~~conversions. Off-price store credit sales are generally underpenetrated as compared to department stores. However, we expect off-price credit sales as a percentage of total off-price sales to continue to grow in 2019 as compared to 2018. For the ~~first quarter~~year-to-date 2019 compared to the ~~first quarter~~year-to-date 2018, the credit sales penetration rate in our off-price ~~business~~stores increased by ~~170~~240 basis points.

The decrease in gross profit rate for the ~~first~~second quarter 2019 compared to the ~~first~~second quarter 2018 and the year-to-date 2019 compared to the year-to-date 2018 is primarily due to increased supply chain costs associated with our off-price stores.

The decrease in SG&A expenses for the ~~first~~second quarter 2019 compared to the ~~first~~second quarter 2018 is primarily due to lower marketing costs associated with operating our off-price stores and planned reductions in department store ~~payroll~~advertising. The decrease in SG&A expenses for the year-to-date 2019 compared to the year-to-date 2018 is primarily due to lower store expenses driven by a reduction in number of stores compared to year-to-date 2018, lower marketing costs associated with operating our off-price stores and planned reductions in department store advertising, ~~expenses,~~ partially offset by ~~lower net~~pre-opening expenses associated with conversion stores in the year-to-date 2019 and insurance casualty gains ~~from casualty insurance claims. SG&A as a percentage of sales increased due to grand opening costs related to store conversions and sales deleverage.~~realized in the year-to-date 2018.

Interest expense is comprised of interest on borrowings under the Credit Facility, related letters of credit and commitment fees, amortization of debt issuance costs and interest on finance obligations. The increase in interest expense is primarily due to an increase in average borrowings and higher interest rates under the ~~credit facility~~Credit Facility for the ~~first~~second quarter 2019 compared to the ~~first~~second quarter 2018 and for the year-to-date 2019 compared to the year-to-date 2018. For the ~~first~~second quarter 2019, the weighted average interest rate on outstanding borrowings and the average daily borrowings under the credit facility, including the term loan, were ~~4.8%~~4.7% and ~~$299.2~~$320.7 million, respectively, as compared to ~~3.2%~~3.4% and ~~$247.5~~$272.4 million for the ~~first~~second quarter 2018. For the year-to-date 2019, the weighted average interest rate on outstanding borrowings and the average daily borrowings under the credit facility, including the term loan, were 4.7% and $309.9 million, respectively, as compared to 3.3% and $259.9 million for the year-to-date 2018.

The effective income tax ~~rates in both~~rate for the ~~first~~second quarter and year-to-date 2019 and the ~~first~~second quarter and year-to-date 2018, ~~were nearly~~was approximately 0% ~~due to a~~. A valuation allowance ~~taken~~has been recognized for substantially all tax benefits generated by tax losses in each period due to the uncertainly of realization, which is is dependent upon generation of future taxable income. We expect our effective income tax rate to be approximately 0% percent for 2019.

We do not believe that inflation has had a material effect on our results of operations. However, there can be no assurance that our business will not be affected by inflation in the future.

Key components of our cash flow are summarized below (in thousands):

During the ~~first quarter~~year-to-date 2019, we used ~~$37.2~~$41.7 million in cash from operating activities. Net loss, adjusted for non-cash expenses, used cash of approximately ~~$13.5~~$3.4 million, including non-cash operating lease ~~asset amortization~~expense of ~~$17.6~~$34.9 million. Changes in operating assets and liabilities used net cash of approximately ~~$25.6~~$41.8 million, which included a ~~$47.4~~$74.4 million increase in merchandise inventories, primarily due to the seasonal build of inventories ~~partially offset by~~and accelerated merchandise receipts in the second quarter 2019 to reduce peak period shipping costs, and a ~~$14.3 million decrease in other assets, a $19.0~~$37.6 million decrease in operating lease liabilities, partially offset by an $8.5 million decrease in other assets and a ~~$26.6~~$61.8 million increase in accounts payable and other liabilities. Additionally, cash flows from operating activities included construction allowances from landlords of ~~$1.9~~$3.6 million, which funded a portion of the capital expenditures in investing activities.

During the ~~first quarter~~year-to-date 2018, we used ~~$68.7~~$69.0 million in cash from operating activities. Net loss, adjusted for non-cash expenses, used cash of approximately ~~$14.7~~$13.7 million. Changes in operating assets and liabilities used net cash of approximately ~~$54.0~~$56.1 million, which included a ~~$39.2~~$38.5 million increase in merchandise inventories, primarily due to the seasonal build of inventories, ~~partially offset by a $4.3 million decrease in other assets~~ and a ~~$19.1~~$20.0 million decrease in accounts payable and other ~~liabilities.~~liabilities, partially offset by a $2.4 million decrease in other assets. Additionally, cash flows from operating activities included construction allowances from landlords of $0.8 million, which funded a portion of the capital expenditures in investing activities.

Net cash used in investing activities increased ~~$6.2~~$6.9 million to ~~$13.1~~$17.9 million for the ~~first quarter~~year-to-date 2019, compared to ~~$6.9~~$11.0 million for the ~~first quarter~~year-to-date 2018.

Capital expenditures were ~~$13.8~~$18.6 million for the ~~first quarter~~year-to-date 2019, compared to ~~$6.9~~$12.8 million for the ~~first quarter~~year-to-date 2018. The increase in capital expenditures reflect our investments in converting stores to off-price and ~~rolling out~~adding high capacity home fixtures in our department stores. We received construction allowances from landlords of ~~$1.9~~$3.6 million in the ~~first quarter~~year-to-date 2019, which are included in cash flows from operating activities, and were used to fund a portion of the capital expenditures. These funds are recorded as a reduction from our operating lease assets on the balance sheet and are recognized as an offset to rent expense over the lease term commencing with the date the allowances are earned.

Net cash provided by financing activities decreased ~~$26.1~~$16.2 million to ~~$57.3~~$69.2 million for the ~~first quarter~~year-to-date 2019, compared to ~~$83.4~~$85.4 million for the ~~first quarter~~year-to-date 2018, primarily due to lower net borrowings during the current year under the Credit Facility.

We use the Credit Facility to provide financing for working capital and general corporate purposes, as well as to finance capital expenditures and to support our letter of credit requirements. Borrowings are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the Credit Facility agreement. The Credit Facility is secured by our inventory, cash, cash equivalents, and substantially all of our other assets. The daily interest rates are determined by a prime rate or LIBOR, plus an applicable margin, as set forth in the credit facility agreement. For the ~~first quarter~~six months ended August 3, 2019, the weighted average interest rate on outstanding borrowings and the average daily borrowings on the credit facility, including the term loan, were ~~4.8%~~4.7% and ~~$299.2~~$309.9 million, respectively, compared to ~~3.2%~~3.3% and ~~$247.5~~$259.9 million for the ~~first quarter~~year-to-date 2018.

Letters of credit issued under the credit facility support certain merchandise purchases and collateralize retained risks and deductibles under various insurance programs. At ~~May 4,~~August 3, 2019, outstanding letters of credit totaled approximately ~~$6.0~~$8.6 million. These letters of credit expire within 12 months of issuance and may be renewed.

The Credit Facility agreement contains a covenant requiring us to maintain excess availability at or above $35.0 million or 10% of the Adjusted Combined Loan Cap (as defined therein). The Credit Facility agreement also contains covenants which, among other things, restrict (i) the amount of additional debt or capital lease obligations, (ii) the payment of dividends to $30.0 million in a fiscal year, and (iii) the repurchase of common stock under certain circumstances. At ~~May 4,~~August 3, 2019, we were in compliance with the debt covenants of the credit facility agreement and we expect to remain in ~~compliance.~~compliance for the next 12 months. Excess availability under the credit facility at ~~May 4,~~August 3, 2019 was ~~$55.7~~$66.1 million.

Disclosure concerning recent accounting standards is incorporated by reference to Note 1 of our Condensed Consolidated Financial Statements (Unaudited) contained in this Form 10-Q.

No response is required under Item 305 of Regulation S-K.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that such disclosure controls and procedures were effective as of the end of the period covered by this report.

As defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, the term “internal control over financial reporting” means a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. During the three months ended May 4, 2019, we implemented software and related technology controls to comply with the new lease accounting guidance requirements under ASC Topic 842. In addition, we enhanced our control environment over financial reporting and accounting for lease arrangements. There were no ~~other~~ changes in our internal control over financial reporting during the three months ended ~~May 4,~~August 3, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

No response is required under Item 103 of Regulation S-K.

If we cannot meet the continued listing requirements of the New York Stock Exchange (“NYSE”), the NYSE may delist our common stock. On June 20, 2019, we received written notice from the NYSE that we are no longer in compliance with the NYSE continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual, which requires that the average closing price of our common stock be above $1.00 over 30 consecutive trading days.

To regain compliance with the minimum share price requirement, we have a six-month cure period, ending on December 20, 2019, subject to extension if we determine to remedy the non-compliance by taking action that will require shareholder approval. We can also demonstrate compliance at any time during the cure period, if on the last trading day of any calendar month during the cure period, our common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. We notified the NYSE of our intent to cure the deficiency and return to compliance with the NYSE continued listing requirements by December 20, 2019 and if we determine that we will cure the non-compliance by taking action that will require shareholder approval, we will obtain shareholder approval by no later than our next annual meeting and will implement the action promptly thereafter.

Our common stock will continue to be listed and traded on the NYSE during the cure period, subject to continued compliance with the other listing requirements. However, our common stock trading symbol “SSI” will be assigned a “.BC” indicator by the NYSE to signify that the status of the stock is “below compliance” with the NYSE continued listing requirements. The “.BC” indicator will be removed when we regain compliance.

If we are unable to satisfy the NYSE’s criteria for continued listing, our common stock would be subject to delisting. A delisting of our common stock could negatively impact us by, among other things, reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; reducing the liquidity and market price of the common stock; decreasing the amount of news coverage of us; and limiting our ability to issue additional securities or obtain additional financing in the future. If our stock price does not increase as a result of normal market fluctuation based on our results of operation and financial condition, it may be necessary to effect a reverse stock split in order to raise our average closing stock price back above $1.00. The number of shares available on the public market following a reverse stock split will be reduced significantly, which may affect the volume and liquidity of our common stock. In addition, delisting from the NYSE might negatively impact our reputation and, as a consequence, our business.

On March 7, 2011, our Board approved a stock repurchase program (“2011 Stock Repurchase Program”), which authorized us to repurchase up to $200.0 million of our outstanding common stock. The 2011 Stock Repurchase Program will expire when we have exhausted the authorization, unless terminated earlier by our Board. Through ~~May 4,~~August 3, 2019, we repurchased approximately $141.6 million of our outstanding common shares under the 2011 Stock Repurchase Program. Also in March 2011, our Board authorized us to repurchase shares of our outstanding common stock equal to the amount of the proceeds and related tax benefits from the exercise of stock options, stock appreciation rights and other equity grants. Purchases of shares of our common stock may be made from time to time, either on the open market or through privately negotiated transactions and are financed by our existing cash, cash flow and other liquidity sources, as appropriate.

The table below sets forth information regarding our repurchases of common stock during the three months ended ~~May 4,~~August 3, 2019:

None.



~~NEVADA~~ ~~(State~~Nevada			91-1826900
(State or other jurisdiction of incorporation or organization)		~~91-1826900~~ ~~(I.R.S.~~	(I.R.S. Employer Identification No.)

2425 West Loop South			77027
Houston,	Texas ~~(Address~~		(Zip Code)
(Address of principal executive offices)		~~77027~~ ~~(Zip Code)~~



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	SSI	New York Stock Exchange



Large accelerated filer	o☐	Accelerated filer	þ☑

Non-accelerated filer	o☐	Smaller reporting company	þ☑

		Emerging growth company	o☐



TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
			Page No.
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets
		~~May 4,~~August 3, 2019, February 2, 2019 and ~~May 5,~~August 4, 2018	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss
		Three and Six Months Ended ~~May 4,~~August 3, 2019 and ~~May 5,~~August 4, 2018	5
	Condensed Consolidated Statements of Cash Flows
		Six Months Ended August 3, 2019 and August 4, 2018	6
	Condensed Consolidated Statements of Stockholders’ Equity
		Three and Six Months Ended ~~May 4,~~August 3, 2019 and ~~May 5, 2018~~	6
	~~Condensed Consolidated Statements of Stockholders’ Equity~~
		~~Three Months Ended May~~August 4, ~~2019 and May 5,~~ 2018	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		2122
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		2930
Item 4.	Controls and Procedures		2930

PART II OTHER INFORMATION

Item 1.	Legal Proceedings		2930
Item 1A.	Risk Factors		2931
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3032
Item 3.	Defaults Upon Senior Securities		3133
Item 4.	Mine Safety Disclosures		3133
Item 5.	Other Information		3133
Item 6.	Exhibits		3133

SIGNATURES			3234



	May 4, 2019			February 2, 2019			May 5, 2018			August 3, 2019			February 2, 2019			August 4, 2018
ASSETS
Cash and cash equivalents	$	22,793		$	15,830		$	29,091		$	25,418		$	15,830		$	26,573
Merchandise inventories, net	472,000			424,555			477,562			499,001			424,555			476,883
Prepaid expenses and other current assets	43,817			52,518			48,762			50,138			52,518			48,525
Total current assets	538,610			492,903			555,415			574,557			492,903			551,981

Property, equipment and leasehold improvements, net of accumulated depreciation of $742,162, $733,366 and $713,867, respectively	211,849			224,803			244,214
Property, equipment and leasehold improvements, net of accumulated depreciation of $757,296, $733,366 and $722,938, respectively										201,928			224,803			236,151
Operating lease assets	332,233			—			—			321,982			—			—
Intangible assets	2,225			2,225			17,135			2,225			2,225			17,135
Other non-current assets, net	22,690			24,230			23,715			21,354			24,230			24,409
Total assets	$	1,107,607		$	744,161		$	840,479		$	1,122,046		$	744,161		$	829,676

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	121,347		$	106,825		$	128,883		$	155,865		$	106,825		$	122,680
Current portion of debt obligations	5,170			4,812			2,896			5,000			4,812			3,542
Current portion of operating lease liabilities	75,211			—			—			74,906			—			—
Accrued expenses and other current liabilities	73,822			65,715			64,617			76,455			65,715			73,506
Total current liabilities	275,550			177,352			196,396			312,226			177,352			199,728

Long-term debt obligations	306,699			250,294			265,469			318,775			250,294			268,682
Long-term operating lease liabilities	289,154			—			—			279,009			—			—
Other long-term liabilities	33,305			61,990			66,029			32,213			61,990			65,431
Total liabilities	904,708			489,636			527,894			942,223			489,636			533,841

Commitments and contingencies

Common stock, par value $0.01, 100,000 shares authorized, 33,805, 33,469 and 33,111 shares issued, respectively	338			335			331
Common stock, par value $0.01, 100,000 shares authorized, 34,052, 33,469 and 33,418 shares issued, respectively										341			335			334
Additional paid-in capital	424,407			423,535			420,091			425,033			423,535			421,621
Treasury stock, at cost, 5,175 shares, respectively	(43,552		)	(43,579		)	(43,339		)	(43,546		)	(43,579		)	(43,388		)
Accumulated other comprehensive loss	(5,687		)	(5,857		)	(4,978		)	(5,485		)	(5,857		)	(4,823		)
Accumulated deficit	(172,607		)	(119,909		)	(59,520		)	(196,520		)	(119,909		)	(77,909		)
Total stockholders' equity	202,899			254,525			312,585			179,823			254,525			295,835
Total liabilities and stockholders' equity	$	1,107,607		$	744,161		$	840,479		$	1,122,046		$	744,161		$	829,676



þ☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended
							Three Months Ended						Six Months Ended
	May 4, 2019			May 5, 2018			August 3, 2019			August 4, 2018			August 3, 2019			August 4, 2018
Net sales	$	327,721		$	344,229		$	367,865		$	369,294		$	695,586		$	713,523
Credit income	13,108			15,514			13,988			14,305			27,096			29,819
Total revenues	340,829			359,743			381,853			383,599			722,682			743,342
Cost of sales and related buying, occupancy and distribution expenses	277,599			281,741			295,204			286,807			572,803			568,548
Selling, general and administrative expenses	106,576			107,277			106,310			110,914			212,886			218,191
Interest expense	3,994			2,253			4,123			2,650			8,117			4,903
Loss before income tax	(47,340		)	(31,528		)	(23,784		)	(16,772		)	(71,124		)	(48,300		)
Income tax expense	150			150			150			150			300			300
Net loss	$	(47,490	)	$	(31,678	)	$	(23,934	)	$	(16,922	)	$	(71,424	)	$	(48,600	)

Other comprehensive income:
Amortization of employee benefit related costs, net of tax of $0, respectively	$	170		$	199		$	202		$	155		$	372		$	354
Total other comprehensive income	170			199			202			155			372			354
Comprehensive loss	$	(47,320	)	$	(31,479	)	$	(23,732	)	$	(16,767	)	$	(71,052	)	$	(48,246	)

Net loss per share:
Basic	$	(1.67	)	$	(1.14	)	$	(0.83	)	$	(0.60	)	$	(2.50	)	$	(1.74	)
Diluted	$	(1.67	)	$	(1.14	)	$	(0.83	)	$	(0.60	)	$	(2.50	)	$	(1.74	)

Weighted average shares outstanding:
Basic	28,441			27,765			28,791			28,152			28,616			27,959
Diluted	28,441			27,765			28,791			28,152			28,616			27,959



	Common Stock			Additional Paid-in Capital				Treasury Stock							Accumulated Other Comprehensive Loss				Accumulated Deficit							Common Stock					Additional Paid-in Capital				Treasury Stock							Accumulated Other Comprehensive Loss				Accumulated Deficit
	Shares	Amount					Shares			Amount								Total				Shares			Amount					Shares	Additional Paid-in Capital			Amount						Total						Accumulated Deficit
Balance at February 2, 2019	33,469	$	335	Additional Paid-in Capital	$	423,535			(5,175	)		$	(43,579	)	Accumulated Other Comprehensive Loss		$	(5,857	Accumulated Deficit		)		$	(119,909	)		$	254,525
Cumulative-effect adjustment ^(a)	—	—		—				—			—				—				(5,208		)		(5,208		)
Balance at May 4, 2019																										33,805			$	338	$	424,407			(5,175	)		$	(43,552	)		Accumulated Other Comprehensive Loss	$	(5,687	)		$	(172,607	)		$	202,899
Net loss	—	—		—				—			—				—				(47,490		)		(47,490		)	—			—		—				—			—				—				(23,934		)		(23,934		)
Other comprehensive income	—	—		—				—			—				170				—				170			—			—		—				—			—				202				—				202
Deferred compensation	—	—		(27		)		—			27				—				—				—			—			—		(6		)		—			6				—				—				—
Issuance of equity awards, net	336	3		(3		)		—			—				—				—				—			247			3		(3		)		—			—				—				—				—
Tax withholdings paid for net settlement of stock awards	—	—		(47		)		—			—				—				—				(47		)	—			—		(1		)		—			—				—				—				(1		)
Stock-based compensation expense	—	—		949				—			—				—				—				949			—			—		636				—			—				—				—				636
Balance at May 4, 2019	33,805	$	338	$	424,407			(5,175	)		$	(43,552	)		$	(5,687	)		$	(172,607	)		$	202,899

^(a) Related to the adoption of the new lease accounting standard. See Note 1 for further disclosures regarding the adoption impact.
Dividends on forfeited stock awards charged to compensation expense																										—			—		—				—			—				—				21				21
Balance at August 3, 2019																										34,052			$	341	$	425,033			(5,175	)		$	(43,546	)		$	(5,485	)		$	(196,520	)		$	179,823
																																																		��
	Common Stock			Additional Paid-in Capital				Treasury Stock							Accumulated Other Comprehensive Loss				Accumulated Deficit
	Shares	Amount					Shares			Amount								Total				Common Stock							Additional Paid-in Capital		Treasury Stock							Accumulated Other Comprehensive Loss				Accumulated Deficit
Balance at February 3, 2018	32,806	$	328	Additional Paid-in Capital	$	418,658			(5,175	)		$	(43,298	)	Accumulated Other Comprehensive Loss		$	(5,177	Accumulated Deficit		)		$	(26,397	)		$	344,114	Additional Paid-in Capital
																										Shares			Amount		Additional Paid-in Capital				Shares			Accumulated Other Comprehensive Loss			Amount					Accumulated Other Comprehensive Loss				Accumulated Deficit			Total
Balance at May 5, 2018																										33,111			331					(5,175	)		(43,339		)					312,585		Accumulated Other Comprehensive Loss				Accumulated Deficit
Net loss	—	—		—				—			—				—				(31,678		)		(31,678		)	—			—		Additional Paid-in Capital	—				—			—			Accumulated Deficit		—				(16,922		)		(16,922	)
Other comprehensive income	—	—		—				—			—				199				—				199			—			—		—				—			—				155				—				155
Dividends on common stock, $0.05 per share	—	—		—				—			—				—				(1,445		)		(1,445		)	—			—		—				—			—				—				(1,467		)		(1,467		)
Deferred compensation	—	—		41				—			(41		)		—				—				—			—			—		49				—			(49		)		—				—				—
Issuance of equity awards, net	305	3		(3		)		—			—				—				—				—			307			3		(3		)		—			—				—				—				—
Tax withholdings paid for net settlement of stock awards	—	—		(163		)		—			—				—				—				(163		)	—			—		(7		)		—			—				—				—				(7		)
Stock-based compensation expense	—	—		1,558				—			—				—				—				1,558			—			—		1,491				—			—				—				—				1,491
Balance at May 5, 2018	33,111	$	331	$	420,091			(5,175	)		$	(43,339	)		$	(4,978	)		$	(59,520	)		$	312,585
Balance at August 4, 2018																										33,418			$	334	$	421,621			(5,175	)		$	(43,388	)		$	(4,823	)		$	(77,909	)		$	295,835


•	We elected to apply the effective date transition method as of the February 3, 2019 adoption date. Comparative periods prior to the adoption of the new standard have not been restated and are reported under the legacy guidance in Accounting Standards Codification (“ASC”) Topic 840, Leases.



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.


	May 4, 2019								August 3, 2019
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		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)	$	17,887	$	17,887	$	—	$	—	$	16,763	$	16,763	$	—	$	—


	February 2, 2019								February 2, 2019
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		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)	$	19,536	$	19,536	$	—	$	—	$	19,536	$	19,536	$	—	$	—


	May 5, 2018								August 4, 2018
	Balance		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		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)	$	19,606	$	19,606	$	—	$	—	$	20,188	$	20,188	$	—	$	—



	Three Months Ended
	May 4, 2019
Operating lease cost	$	26,294
Variable lease cost	9,657
Sublease income	(368		)
Total net lease cost ^(a)	$	35,583



Weighted average remaining lease term	~~5.4~~5.3 years
Weighted average discount rate	10.1	%



Fiscal Year	Operating Leases		Sublease
2019 (remainder of year)	$	54,535	$	(723	)
2020	102,731		(1,492		)
2021	87,965		(1,582		)
2022	71,781		(1,582		)
2023	50,986		(1,054		)
2024	33,063		—
Thereafter	59,818		—
Total lease payments	460,879		$	(6,433	)
Less: Effects of discounting	106,964
Present value of lease liabilities	353,915
Less: Current portion of lease liabilities	74,906
Long-term lease liabilities	$	279,009



	Three Months Ended
	August 3, 2019									August 4, 2018
Merchandise Category	Department Stores			Off-price Stores			Total Company			Department Stores			Off-price Stores			Total Company
Women’s	$	100,639		$	24,954		$	125,593		$	117,209		$	19,264		$	136,473
Men’s	49,582			11,534			61,116			53,124			8,913			62,037
Children's	25,198			9,870			35,068			29,400			7,530			36,930
Apparel	175,419			46,358			221,777			199,733			35,707			235,440

Footwear	39,227			6,097			45,324			45,141			4,505			49,646
Accessories	17,988			3,865			21,853			18,426			3,889			22,315
Cosmetics/Fragrances	27,188			2,856			30,044			31,287			2,428			33,715
Home/Gifts	25,539			20,708			46,247			10,950			15,939			26,889
Other	2,859			651			3,510			1,039			807			1,846
Non-apparel	112,801			34,177			146,978			106,843			27,568			134,411

Revenue adjustments not allocated^(a)	(347		)	(543		)	(890		)	(281		)	(276		)	(557		)

Net sales	$	287,873		$	79,992		$	367,865		$	306,295		$	62,999		$	369,294

^(a) Includes adjustments related to deferred revenue, estimated sales returns, breakage income, shipping and miscellaneous revenues, which are not allocated to merchandise categories.



	Three Months Ended
	May 4, 2019									May 5, 2018
Merchandise Category	Department Stores			Off-price Stores			Total Company			Department Stores			Off-price Stores		Total Company
Women’s	$	83,615		$	20,861		$	104,476		$	103,487		$	19,967	$	123,454
Men’s	39,108			8,514			47,622			41,336			7,545		48,881
Children's	25,138			9,880			35,018			29,078			8,096		37,174
Apparel	147,861			39,255			187,116			173,901			35,608		209,509

Footwear	40,271			5,074			45,345			44,483			4,819		49,302
Accessories	16,714			4,344			21,058			18,872			4,366		23,238
Cosmetics/Fragrances	27,869			2,813			30,682			31,186			2,482		33,668
Home/Gifts/Other	25,154			20,705			45,859			12,809			18,507		31,316
Non-apparel	110,008			32,936			142,944			107,350			30,174		137,524

Revenue adjustments not allocated^(a)	(1,912		)	(427		)	(2,339		)	(2,888		)	84		(2,804		)

Net sales	$	255,957		$	71,764		$	327,721		$	278,363		$	65,866	$	344,229

^(a) Includes adjustments related to deferred revenue, estimated sales returns, breakage income, shipping and miscellaneous revenues, which are not allocated to merchandise categories.



	Six Months Ended
	August 3, 2019									August 4, 2018
Merchandise Category	Department Stores			Off-price Stores			Total Company			Department Stores			Off-price Stores			Total Company
Women’s	$	184,254		$	45,815		$	230,069		$	220,696		$	39,231		$	259,927
Men’s	88,690			20,048			108,738			94,460			16,458			110,918
Children's	50,336			19,750			70,086			58,478			15,626			74,104
Apparel	323,280			85,613			408,893			373,634			71,315			444,949

Footwear	79,498			11,171			90,669			89,624			9,324			98,948
Accessories	34,702			8,209			42,911			37,298			8,255			45,553
Cosmetics/Fragrances	55,057			5,669			60,726			62,473			4,910			67,383
Home/Gifts	45,865			40,561			86,426			19,794			33,822			53,616
Other	7,687			1,503			9,190			5,004			1,431			6,435
Non-apparel	222,809			67,113			289,922			214,193			57,742			271,935

Revenue adjustments not allocated^(a)	(2,259		)	(970		)	(3,229		)	(3,169		)	(192		)	(3,361		)

Net sales	$	543,830		$	151,756		$	695,586		$	584,658		$	128,865		$	713,523

^(a) Includes adjustments related to deferred revenue, estimated sales returns, breakage income, shipping and miscellaneous revenues, which are not allocated to merchandise categories.



Fiscal Year	Minimum Payments		Less: Interest		Principal Payments
2019	$	580	$	26	$	554



Fiscal Year	Commitments		Sublease Income			Net Minimum Lease Commitments
2019	$	108,541	$	(1,447	)	$	107,094
2020	98,859		(1,492		)	97,367
2021	83,377		(1,582		)	81,795
2022	67,447		(1,582		)	65,865
2023	46,887		(1,054		)	45,833
Thereafter	77,910		—			77,910
Total	$	483,021	$	(7,157	)	$	475,864



Non-vested Stock	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at February 2, 2019	1,379,616		$	4.43
Granted	954,670		0.96
Vested	(630,901	)	5.40
Forfeited	(39,664	)	6.89
Outstanding at August 3, 2019	1,663,721		2.01



Restricted Stock Units	Number of Units		Weighted Average Grant Date Fair Value
Outstanding at February 2, 2019	1,740,314		$	2.16
Granted	1,615,000		0.98
Vested	(482,814	)	2.17
Forfeited	(562,500	)	1.61
Outstanding at August 3, 2019	2,310,000		1.47



Period Granted	Target PSUs Outstanding at February 2, 2019	Target PSUs Granted	Target PSUs Forfeited		Target PSUs Outstanding at August 3, 2019	Weighted Average Grant Date Fair Value per Target PSU
2017	470,000	—	(50,000	)	420,000	$	1.80
2018	280,000	—	—		280,000	3.05
2019	—	375,000	—		375,000	1.39
Total	750,000	375,000	(50,000	)	1,075,000	1.98


ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;


(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and


(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material adverse effect on the financial statements.

													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)		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)

February 3, 2019 to March 2, 2019	9,480	$	1.14	—	$	58,351,202
May 5, 2019 to June 1, 2019							8,737	$	1.07	—	$	58,351,202

March 3, 2019 to April 6, 2019	51,341	1.00		—	$	58,351,202
June 2, 2019 to July 6, 2019							11,663	0.83		—	$	58,351,202

April 7, 2019 to May 4, 2019	12,147	1.07		—	$	58,351,202
July 7, 2019 to August 3, 2019							12,554	0.76		—	$	58,351,202

Total	72,968	$	1.03	—			32,954	$	0.87	—



Exhibit Number	Description

10.1*#	~~Amendment No. Eight to Amended~~Severance Agreement and ~~Restated Private Label Credit Card Plan Agreement dated as~~Waiver and General Release of ~~April 11, 2019~~Claims between ~~Comenity Bank~~Steven L. Hunter and Stage Stores, Inc. ~~and Specialty Retailers, Inc.~~dated July 29, 2019.

31.1*	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32*	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.
#	Certain confidential portions with a [****] have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K



	STAGE STORES, INC.

Dated: ~~June 13,~~September 12, 2019	/s/ Michael L. Glazer
	Michael L. Glazer
	President and Chief Executive Officer
	(Principal Executive Officer)


Dated: ~~June 13,~~September 12, 2019	/s/ Jason T. Curtis
	Jason T. Curtis
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)