8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 13, 2013

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

001-13222

(Commission file number)

Delaware	33-0350671
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
301 S. Tippecanoe Avenue San Bernardino, California	92408
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (909) 733-5000

N/A

(Former name or former address if changed since last report)

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

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On August 13, 2013, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Sales And Customers Increase In The Third Quarter of 2013.” A copy of this press release is attached hereto and incorporated by reference as exhibit 99.1. The information contained in this 8-K document, including the exhibit furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated by reference in any filing pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this report, including the exhibit furnished herewith, is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

Item 9.01 Financial Statements and Exhibits

The following material is being furnished as exhibits to this Current Report on Form 8-K.

(c) Exhibit

99.1 Text of press release, dated August 13, 2013, entitled “Stater Bros. Sales And Customers Increase In The Third Quarter of 2013.”

Signatures

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

	Stater Bros. Holdings Inc.
Date: August 16, 2013	By: /s/ David J. Harris
	David J. Harris Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated August 13, 2013, entitled “Stater Bros. Sales And Customers Increase In The Third Quarter of 2013.”

EX-99.1

Exhibit 99.1

STATER BROS. SALES AND CUSTOMERS INCREASE

IN THE THIRD QUARTER OF 2013

SAN BERNARDINO, CALIFORNIA (August 13, 2013 )- Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the thirteen week and thirty-nine week periods ended June 30, 2013.

The Company’s consolidated sales in the thirteen weeks ended June 30, 2013 were $968.8 million up $19.0 million or 2.00% from the thirteen weeks ended June 24, 2012 consolidated sales of $949.8 million. Prior year’s third quarter sales were affected by the Easter Holiday which fell in the third quarter of fiscal 2012 and in the second quarter of fiscal 2013. Without the impact of the Easter Holiday sales in the third quarter, fiscal 2013 sales increased $29.8 million or 3.18% over the same period of the previous year.

The Company’s thirty-nine weeks ended June 30, 2013 sales were $2.9 billion up $51.2 million or 1.80% from the thirty-nine week prior year sales of $2.8 billion.

Like store sales increased 3.18% for the thirteen weeks ended June 30, 2013 and 1.80% for the thirty-nine weeks of fiscal 2013 compared to the same periods of the prior year.

The Company reported net income for the third quarter ended June 30, 2013 of $10.0 million compared to net income of $7.3 million for third quarter of the prior year. Net income for the thirty-nine week period of fiscal 2013 was $27.0 million compared to $32.7 million for the thirty-nine week period of fiscal 2012.

Brown said, “We are pleased with both our sales growth and growth in customer counts in the quarter and the thirty-nine weeks of fiscal 2013.

We believe that these growths are due to our ‘Valued Customers’ positive response to our ‘Low Price’ marketing strategy of keeping our prices as low as possible during these continued challenging economic times while continuing to provide our customers the service and value they deserve on each of their visits to their local Stater Bros.’ supermarket.

At the beginning of the economic downturn, which has had such a negative impact on our customers, I said that we were in this together with them and the way to retain our customers was to share their pain by keeping our prices low, where possible not passing on the effect of inflation, and continuing to provide them with outstanding service. We have maintained this strategy over the past several years and we continue to see the positive impact on our sales growth. The reduction in our current year-to-date net income reflects a decrease in gross profit margins. We have sacrificed gross margin in the current year periods in order to continue to hold our low prices.”

Stater Bros. is the largest privately owned Supermarket Chain in Southern California and the largest private employer in both San Bernardino County and Riverside County, with annual sales in 2012 of $3.9 billion. The Company currently operates 166 Supermarkets, and there are over 18,000 members of the Stater Bros. Supermarket Family.

STATER BROS ... PROUDLY SERVING SOUTHERN CALIFORNIA FAMILIES FOR 77 YEARS

# # #

STATER BROS. HOLDINGS INC.
Condensed Consolidated Balance Sheets
(In thousands)
Unaudited
	9/30/2012		6/30/2013
Assets
Current assets
Cash and cash equivalents	$	219,800	$	228,571
Receivables, net	47,902		36,627
Inventories	229,117		234,428
Other	46,340		42,080
Total current assets	543,159		541,706
Property and equipment, net	607,504		594,372
Deferred debt issuance costs, net	8,397		6,723
Other	49,262		54,063
Total assets	$	1,208,322	$	1,196,864
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	147,544	$	152,403
Accrued expenses and other liabilities	165,951		138,554
Current portion of long-term debt	12,661		11,854
Total current liabilities	326,156		302,811
Long-term debt, less current portion	633,521		622,646
Capital lease obligations, less current portion	1,186		535
Other long-term liabilities	164,837		175,016
Total stockholder’s equity	82,622		95,856
Total liabilities and stockholder’s equity	$	1,208,322	$	1,196,864

STATER BROS. HOLDINGS INC.
Condensed Consolidated Statements of Income
(In thousands)
Unaudited
	13 Weeks Ended			13 Weeks Ended			39 Weeks Ended			39 Weeks Ended
	6/24/2012			6/30/2013			6/24/2012			6/30/2013
Sales	$	949,772		$	968,761		$	2,848,159		$	2,899,401
Gross profit	251,222			257,674			771,589			767,175
Operating expenses:
Selling, general and administrative expenses	216,330			218,779			648,032			654,823
Gain on sale of property and equipment	(326		)	(611		)	(940		)	(2,538		)
Depreciation and amortization	11,350			11,329			34,133			34,578
Total operating expenses	227,354			229,497			681,225			686,863
Operating profit	23,868			28,177			90,364			80,312
Interest income	25			19			89			63
Interest expense	(11,630		)	(11,478		)	(35,314		)	(35,055		)
Income before income taxes	12,263			16,718			55,139			45,320
Income taxes	4,985			6,761			22,418			18,316
Net income	$	7,278		$	9,957		$	32,721		$	27,004