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): December 17, 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 December 17, 2013, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Announces Fiscal 2013 Earnings, 13 Weeks and 52 Week Sales and Customer Counts Increase.” 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 December 17, 2013, entitled “Stater Bros. Announces Fiscal 2013 Earnings, 13 Weeks and 52 Week Sales and Customer Counts Increase.”

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: December 23, 2013	By: /s/ David J. Harris
	David J. Harris Executive 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 December 17, 2013, entitled “Stater Bros. Announces Fiscal 2013 Earnings, 13 Weeks and 52 Week Sales and Customer Counts Increase.”

EX-99.1

Exhibit 99.1

STATER BROS. ANNOUNCES FISCAL 2013 EARNINGS, 13 WEEKS AND

52 WEEK SALES AND CUSTOMER COUNTS INCREASE

San Bernardino, California (December 17, 2013) - Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced sales and earnings for the year ended September 29, 2013.

The comparison of sales and earnings for fiscal 2013 compared to fiscal 2012 is affected by fiscal 2012 having an extra week of sales for both the fourth quarter and the fiscal year. The fourth quarter of fiscal 2013 was a thirteen week quarter while fiscal 2012 was a fourteen week quarter. The 2013 fiscal year was a 52-week year while 2012 was a 53-week year. The extra week in the prior year added approximately $67.8 million to the prior year’s fourth quarter and fiscal year. Fourth quarter fiscal 2013 sales were $960.4 million an increase of $3.2 million or 0.33% compared to normalized thirteen week 2012 fourth quarter sales. Fiscal 2013 sales were $3.9 billion an increase of $54.4 million or 1.43% over normalized fifty-two week fiscal 2012 sales. Like store sales increased 0.58% in the fourth quarter and 1.53% in fiscal 2013 over the same periods of the prior year.

The Company reported net income of $3.4 million in the fourth quarter of fiscal 2013 and $5.0 million in the fourth quarter of fiscal 2012. Net income was $30.4 million and $37.7 million for fiscal 2013 and fiscal 2012, respectively.

Brown said, “We are pleased with our increase in sales in fiscal 2013. We’ve increased sales and customer counts as our “Valued Customers” have responded favorably to our marketing strategy of keeping our prices low during these continued challenging economic times. During the prolonged economic downturn, we have intentionally sacrificed some gross margin which has affected our current year earnings. Over the past three years, we have reduced our debt by approximately $176.5 million and by December 31, 2013, we will make an additional $13.9 million reduction in our term loan. This has allowed us to lower our interest costs and invest more in our customers. During these times, low prices and value are even more important as our customers continue to face challenges to their home budgets.”

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

# # #

STATER BROS. HOLDINGS INC.
Condensed Consolidated Balance Sheets
(In thousands)
Unaudited
	9/30/2012		9/29/2013
Assets
Current assets
Cash and cash equivalents	$	219,800	$	242,818
Receivables, net	47,902		37,493
Inventories	229,117		228,116
Other	46,340		39,876
Total current assets	543,159		548,303
Property and equipment, net	607,504		600,019
Deferred debt issuance costs, net	8,397		6,173
Other	49,262		42,851
Total assets	$	1,208,322	$	1,197,346
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	147,544	$	144,214
Accrued expenses and other liabilities	165,951		153,987
Current portion of capital lease obligations	1,242		772
Current portion of long-term debt	11,419		24,810
Total current liabilities	326,156		323,783
Long-term debt, less current portion	633,521		608,711
Capital lease obligations, less current portion	1,186		414
Other long-term liabilities	164,837		150,988
Total stockholder’s equity	82,622		113,450
Total liabilities and stockholder’s equity	$	1,208,322	$	1,197,346

STATER BROS. HOLDINGS INC.
Condensed Consolidated Statements of Income
(In thousands)
Unaudited
	14 Weeks Ended			13 Weeks Ended			53 Weeks Ended			52 Weeks Ended
	09/30/12			09/29/13			09/30/12			09/29/13
Sales	$	1,025,044		$	960,399		$	3,873,203		$	3,859,800
Gross profit	268,019			252,591			1,039,608			1,019,766
Operating expenses:
Selling, general and administrative expenses	234,708			224,408			882,738			879,231
Gain on sale of property and equipment	(38		)	(8		)	(976		)	(2,546		)
Depreciation and amortization	12,370			11,365			46,503			45,943
Total operating expenses	247,040			235,765			928,265			922,628
Operating profit	20,979			16,826			111,343			97,138
Interest income	27			17			116			80
Interest expense	(12,568		)	(11,246		)	(47,882		)	(46,301		)
Income before income taxes	8,438			5,597			63,577			50,917
Income taxes	3,450			2,226			25,868			20,542
Net income	$	4,988		$	3,371		$	37,709		$	30,375