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): February 8, 2011

STATER BROS. HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-13222

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:

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

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

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

o     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 February 8, 2011, Stater Bros. Holdings Inc. issued a press release entitled “Stater Bros. Holdings Inc. Announces First Quarter 2011 Results.” 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) Exhibits

99.1 Text of press release, dated February 8, 2011, entitled “Stater Bros. Holdings Inc. Announces First Quarter 2011 Results.”

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.
By:	/s/ Phillip J. Smith
	Phillip J. Smith
	Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Date: February 10, 2011

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated February 8, 2011, entitled “Stater Bros. Holdings Inc. Announces First Quarter 2011 Results.”

EX-99.1

Exhibit 99.1

STATER BROS. HOLDINGS INC. ANNOUNCES
FIRST QUARTER 2011 RESULTS

SAN BERNARDINO, CALIFORNIA (February 08, 2011)-Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the first quarter of fiscal 2011 ended December 26, 2010.

The Company’s supermarket sales declined 2.31% in the first quarter of fiscal 2011 compared to the same period of the prior year. Like store sales decreased 2.31% or $21.3 million for the thirteen weeks ended December 26, 2010 compared to the thirteen weeks ended December 27, 2009. Consolidated sales in the first quarter of fiscal 2011 were $899.0 million compared to $923.9 million in the first quarter of fiscal 2010, an overall decline of $24.8 million.

During the thirteen week first quarter ended December 26, 2010, the Company early retired $479.9 of its $525.0 million 8.125% Senior Notes (the “Retired Notes”) through a tender offer which was completed on December 13, 2010. On January 14, 2011, the Company called and retired the remaining outstanding $45.1 million of Retired Notes. The Company funded the early retirement of the Retired Notes through the issuance of $255.0 million unregistered 7.375% Senior Notes due November 2018, entering into a $145.0 million secured term loan with a consortium of banks and using cash on hand.

In the first quarter of 2011, the Company recognized interest expense of $3.3 million for the write-off of the unamortized portion of deferred offering costs related to the Retired Notes and expensed approximately $1.8 million of tender premium paid in the tender offer. While the Company incurred more interest expense in the first quarter of fiscal 2011 related to the early retirement of the Retired Notes, its interest expense going forward will be reduced as the Company has reduced its overall debt load and its new issues bear a lower interest rate.

The Company reported net income for the thirteen week first quarter ended December 26, 2010 of $1.3 million compared to net income for the thirteen week first quarter ended December 27, 2009 of $6.7 million. Net income for first quarter of fiscal 2010 includes an after tax gain of $4.7 million from the Company’s dairy asset sale.

Brown said, “As reported, last year’s first quarter profits of $6.7 million included an after tax profit of $4.7 million from the sale of the Company’s dairy assets.

This year’s first quarter profits of $1.3 million include after tax charges of $3.0 million involving one-time costs from our refinancing. Without those refinancing costs, our profits for the first quarter would have been $4.3 million, approximately.”

Brown continued, “We are excited to have been able to reduce our overall debt load and to refinance a significant portion of our debt at lower rates, which will reduce our interest expense. We will be able to use the savings from our debt reduction to continue to provide our ‘Valued Customers’ with the value and quality they have come to expect from their Stater Bros. Market.

Our customers continue to face tough economic challenges as our economy continues to have a negative effect on their family budgets. Our emphasis in these tough economic times is to retain customers by providing value so our customers get the most out of their shopping dollars while providing them with a friendly and satisfying experience on each and every one of their visits to our supermarkets.”

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 2010 of $3.6 billion. The Company currently operates 167 Supermarkets, and there are over 18,000 members of the Stater Bros. Supermarket Family.

STATER BROS ... PROUDLY SERVING SOUTHERN CALIFORNIA FAMILIES FOR 75 YEARS

# # #

STATER BROS. HOLDINGS INC.
Condensed Consolidated Balance Sheets
(In thousands)
Unaudited

	09/26/10		12/26/10
Assets
Current assets
Cash and cash equivalents	$	325,005	$	218,179
Restricted cash		3,121		3,121
Receivables, net		35,614		42,322
Inventories		203,702		237,065
Other		56,107		54,654
Total current assets		623,549		555,341
Property and equipment, net		644,064		638,300
Deferred debt issuance costs, net		8,074		12,510
Other		47,100		48,757
Total assets	$	1,322,787	$	1,254,908
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	135,642	$	168,122
Accrued expenses and other liabilities		147,972		128,139
Current portion of long-term debt		133,812		52,174
Total current liabilities		417,426		348,435
Long-term debt, less current portion		677,750		679,562
Capital lease obligations, less current portion		2,206		1,776
Other long-term liabilities		152,272		155,738
Total stockholder’s equity		73,133		69,397
Total liabilities and stockholder’s equity	$	1,322,787	$	1,254,908

STATER BROS. HOLDINGS INC.
Condensed Consolidated Statements of Income
(In thousands)
Unaudited

	13 Weeks			13 Weeks
	Ended			Ended
	12/27/09			12/26/10
Sales	$	923,864		$	899,037
Gross profit		238,150			238,773
Operating expenses:
Selling, general and administrative expenses		205,288			203,518
Gain on sale of dairy assets		(7,950	)		—
Depreciation and amortization		12,666			12,444
Total operating expenses		210,004			215,962
Operating profit		28,146			22,811
Interest income		59			259
Interest expense		(17,189	)		(20,973	)
Other expenses, net		(11	)		(92	)
Income before income taxes		11,005			2,005
Income taxes		4,294			741
Net income	$	6,711		$	1,264