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 12, 2013

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:

¨ 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 February 12, 2013, Stater Bros. Holdings Inc. issued a press release entitled “Sales and Customer Counts Up At Stater Bros. – First Quarter 2013 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 12, 2013, entitled “Sales and Customer Counts Up At Stater Bros. – First Quarter 2013 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.
	/s/ David J. Harris
By:	David J. Harris Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

Date: February 13, 2013

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Text of press release, dated February 12, 2013, entitled “Sales and Customer Counts Up At Stater Bros. – First Quarter 2013 Results.”

EX-99.1

Exhibit 99.1

SALES AND CUSTOMER COUNTS UP AT STATER BROS. –

FIRST QUARTER 2013 RESULTS

SAN BERNARDINO, CALIFORNIA (February 12, 2013)-Today, Jack H. Brown, Chairman, President and Chief Executive Officer of Stater Bros. Holdings Inc. announced financial results for the first quarter of fiscal 2013 which ended on December 30, 2012.

The Company’s sales increased 0.83% in the first quarter of fiscal 2013 compared to the same period of the prior year. Like store sales also increased $8.0 million or 0.83% for the thirteen weeks ended December 30, 2012 compared to the thirteen weeks ended December 25, 2011. Consolidated sales in the first quarter of fiscal 2013 were $968.7 million compared to $960.7 million in the first quarter of fiscal 2012.

Customer counts increased over 250,000 in the first quarter of fiscal 2013 compared to the same period of the prior year.

Gross profit margins for the thirteen weeks ended December 30, 2012 were 25.88% of sales compared to the thirteen weeks ended December 25, 2011 gross profit margin of 27.03% of sales.

The Company reported net income for the thirteen week first quarter ended December 30, 2012 of $5.4 million compared to net income for the thirteen week first quarter ended December 25, 2011 of $9.0 million.

Brown said, “The decline in net income was primarily due to a lower gross profit margin in the first quarter of fiscal 2013 compared to the first quarter of fiscal 2012 as a result of our commitment to keep prices low, to the extent possible, to help our ‘Valued Customers’ weather these tough economic times which resulted in increasing our customer counts by 250,000 in the quarter.

“The Company has made a conscious decision to not pass on all of the costs of inflation that we have experienced.

“The unemployment rate in our marketing area of 10.9% continues to be higher than the national average of 7.8% and State of California average of 9.8%.

“Since the beginning of this economic crisis, we have maintained a policy of retaining and growing customer counts by providing value and superior service to our customers. We feel it is important to retain our customers so when the economy does finally turn around they will still be shopping at their local Stater Bros. Supermarket.”

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 167 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

	09/30/12		12/30/12
Assets
Current assets
Cash and cash equivalents	$	219,800	$	189,018
Receivables, net		47,902		49,153
Inventories		229,117		254,073
Other		46,340		44,107
Total current assets		543,159		536,351
Property and equipment, net		607,504		600,223
Deferred debt issuance costs, net		8,397		7,838
Other		49,262		51,358
Total assets	$	1,208,322	$	1,195,770
Liabilities and stockholder’s equity
Current liabilities
Accounts payable	$	147,544	$	153,008
Accrued expenses and other liabilities		165,951		146,383
Current portion of long-term debt		12,661		14,468
Total current liabilities		326,156		313,859
Long-term debt, less current portion		633,521		629,896
Capital lease obligations, less current portion		1,186		897
Other long-term liabilities		164,837		168,047
Total stockholder’s equity		82,622		83,071
Total liabilities and stockholder’s equity	$	1,208,322	$	1,195,770

STATER BROS. HOLDINGS INC.

Condensed Consolidated Statements of Income

(In thousands)

Unaudited

	13 Weeks Ended 12/25/11			13 Weeks Ended 12/30/12
Sales	$	960,724		$	968,744
Gross profit		259,681			250,729
Operating expenses:
Selling, general and administrative expenses		221,871			220,079
Gain on sale of property and equipment		(639	)		(1,933	)
Depreciation and amortization		11,412			11,683
Total operating expenses		232,644			229,829
Operating profit		27,037			20,900
Interest income		36			23
Interest expense		(11,949	)		(11,809	)
Income before income taxes		15,124			9,114
Income taxes		6,114			3,665
Net income	$	9,010		$	5,449