Stage Stores, Inc. 2016 Annual Report
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® ANNUAL REPORT | 2016 We’re focused on A LWAYS bringing her something N EW, INSPIRING her to live her life and EXPRESS herself through her own STYLE. Michael L. Glazer | President & CEO While 2016 was a di cult year for our industry and our business, we made progress in evolving our business model to meet the changing habits of our customer. Despite the challenges in the retail industry, as well as the headwinds facing our oil patch and border stores, we concluded the year in a solid fi nancial position. Importantly, we believe that the progress we have made will enable us to achieve our fi nancial goals in 2017. DURING 2016: • We grew our omni-channel business as we made a number of enhancements to the user experience. We launched website navigation and search improvements to make shopping easier and faster. We also introduced buy online, ship-to-store, giving our customer more convenient shopping options. In addition, we expanded our online assortment to include seven times more product than our average store, giving our customer additional options when she shops. Finally, we made investments in digital marketing and our mobile site, as well as to our supply chain, to support continued online growth. • We evolved our product assortment to offer more contemporary fashions and brands. We also drove positive comparable store sales in our home department for the year. • We launched Style Circle Rewards, our tender-neutral loyalty program, which complements our existing private label credit card. We ended the year with 4.7 million members, including our private label credit card holders. In addition, we grew our private label credit card sales penetration by 290 basis points to 47.3% of sales, with credit income increasing 2%. • We have enhanced our store environment by remodeling over 200 stores with 86 stores refreshed in 2016. • We closed 37 stores, and ended the year with 60 locations closed as part of our strategic store closure program. • Our expense control initiatives enabled us to reduce adjusted SG&A expenses by $27 million. • Our disciplined inventory management enabled us to reduce inventory by 6% at year end. • We increased our secured credit facility by $100 million to up to $450 million. • We paid $16.7 million in cash dividends throughout the year. • Importantly, we generated positive free cash fl ow1. 1 Free cash fl ow is net cash provided by operating activities less capital expenditures. continued Looking ahead, we believe that there are multiple opportunities to drive sales and enhance our fi nancial performance by continuing to focus on giving our customer the style and value she loves with a great experience. In 2017, our key strategic initiatives, which we call our Jump Start plan, are to: • Continue to build our online business, with further enhancements to the site design and functionality, improved mobile capabilities, additional digital marketing, expanded assortments, and investments in our supply chain. We will also work to better connect stores and our online platform by leveraging buy online, ship-to-store capabilities, and make online ordering available in-store from our registers. • Invigorate our merchandise with more newness, an emphasis on style and value, and an expanded gift selection. We will be building more liquidity into our merchandise plans, and we plan to add more off-price and close-out buys. In addition, we will be pulling back on underperforming categories and shifting our emphasis into key categories where we believe we can win big, including beauty, plus sizes, gifts, and women’s updated and contemporary apparel. • Build on beauty by adding smaller Clinique and Estēe Lauder counters to approximately 30 stores and expanding assortments within beauty, bath and body across the store base. • Recover merchandise margin by reducing promotional discount levels, eliminating overlapping coupons, and enhancing seasonal transitions. • Improve our relationship with our customer by connecting with her through the channels she uses most often and with more relevant messages. This includes shifting to more digital and email marketing, enhancing our loyalty programs, and emphasizing that she can “Find something new at Stage” in our marketing. • Enhance the store experience by creating a culture of strong customer service and execution through our “sell one more” initiative. We plan to create more customer facing time by reducing tasks for our store associates. We will also reduce capital spend on remodels, and close 15 to 20 strategically identifi ed locations in 2017. In addition, we will reduce our inventory levels in stores, making it easier for her to shop. We will remain laser focused on operating our business e ciently, improving comparable sales and margin through our Jump Start Plan, reducing capital expenditures, and improving working capital. We believe we are making the right investments in the right areas of our business to energize our brand, stores, website, and customers. In the fi rst quarter of fi scal 2017, we announced the acquisition of a minimum of 50 Gordmans store leases, with rights to assume leases for an additional seven stores and a distribution center. We believe that Gordmans stores are a natural complement to Stage, bringing benefi cial diversifi cation and scale to our business, while creating synergies through the use of our current infrastructure. By acquiring Gordmans stores, we believe that we have an opportunity to benefi t from its o -price competencies, deep connection with a youthful customer, and strong home and gifts businesses. The acquisition also enhances our store portfolio with the most profi table of Gordmans locations, giving us a strong Midwestern presence in markets larger than those we serve today. We thank our shareholders and suppliers for their continued support, as well as our associates for their ongoing dedication to Stage Stores. Sincerely, Michael L. Glazer President and Chief Executive Officer Stage Stores, Inc. Notice of 2017 Annual Meeting of Shareholders and Proxy Statement Stage Stores, Inc. 2425 West Loop South Houston, Texas 77027 April 21, 2017 Dear Shareholder: On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2017 Annual Meeting of Shareholders of Stage Stores, Inc. The Annual Meeting will be held at our corporate office located at 2425 West Loop South, Houston, Texas, on June 1, 2017, beginning at 8:15 a.m. CDT. The following pages contain the Notice of Annual Meeting of Shareholders and the accompanying Proxy Statement. We encourage you to review these materials for information concerning the business to be conducted at the Annual Meeting. Your vote is very important. Whether or not you plan to attend the Annual Meeting, we urge you to vote as soon as possible. If you attend the Annual Meeting, you may revoke your proxy and vote in person, even if you have previously submitted a proxy. We have elected to take advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to certain shareholders on the Internet. On or about the date of this letter, we began mailing a Notice of Internet Availability of Proxy Materials to shareholders of record at the close of business on April 3, 2017. At the same time, we provided those shareholders with access to our online proxy materials and filed our proxy materials with the Securities and Exchange Commission. If you received a Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for those materials contained in the Notice. Thank you for your continued support of Stage Stores, Inc. Sincerely, William J. Montgoris Chairman of the Board STAGE STORES, INC. NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT TABLE OF CONTENTS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS .................................................................................................... i IMPORTANT INFORMATION REGARDING VOTING...................................................................................................... ii IMPORTANT INFORMATION REGARDING AVAILABILITY OF PROXY MATERIALS ......................................... ii IMPORTANT INFORMATION REGARDING ANNUAL MEETING ATTENDANCE .................................................... ii PROXY STATEMENT................................................................................................................................................................ 1 ABOUT THE ANNUAL MEETING...................................................................................................................................... 1 ITEM 1: ELECTION OF DIRECTORS .............................................................................................................................. 4 GOVERNANCE ...................................................................................................................................................................... 7 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .................................... 14 ITEM 2: APPROVAL OF THE STAGE STORES 2017 LONG-TERM INCENTIVE PLAN ..................................... 17 EXECUTIVE COMPENSATION ........................................................................................................................................ 26 DIRECTOR COMPENSATION .........................................................................................................................................