##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended December 24, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition from ___to ___
 Commission file number 001-13222
 STATER BROS. HOLDINGS INC.
  Delaware
    
    33-0350671(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)21700 Barton RoadColton, California
    
    92324(Address of principal executive offices)
    
    (Zip Code)
 (909) 783-5000
  (Former name, former address and former fiscal year, if changed since last report.)
 þ o
  o o þ
 o þ




---



##### 



STATER BROS. HOLDINGS INC.  December 24, 2006
 INDEX
 PagePART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Balance Sheets as of September 24, 2006 and December 24, 2006 (Unaudited)
    
    
    3Consolidated Statements of Income (Unaudited) for the 13 weeks ended December 25, 2005 and December 24, 2006
    
    
    5Consolidated Statements of Cash Flows (Unaudited) for the 13 weeks ended December 25, 2005 and December 24, 2006
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosure about Market Risk
    
    
    23Item 4.
    
    Controls and Procedures
    
    
    23PART II
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    24Item 1A.
    
    Risk Factors
    
    
    24Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3.
    
    Defaults Upon Senior Securities
    
    
    25Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    25Item 5.
    
    Other Information
    
    
    25Item 6.
    
    Exhibits
    
    
    25SIGNATURES
    
    
    26EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  2




---



##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 STATER BROS. HOLDINGS INC.
 
 CONSOLIDATED BALANCE SHEETS
  ASSETS
 Sept. 24,
    
    
    Dec. 24,2006
    
    
    2006(Unaudited)Current assetsCash and cash equivalents
    
    $
    198,545
    
    
    $
    221,094Restricted cash
    
    
    24,121
    
    
    
    8,121Short-term investments
    
    
    26,849
    
    
    
    Receivables, net of allowance of $936 and $752
    
    
    35,310
    
    
    
    42,030Income tax receivables
    
    
    3,863
    
    
    
    Inventories
    
    
    196,031
    
    
    
    198,879Prepaid expenses
    
    
    8,513
    
    
    
    9,465Deferred income taxes
    
    
    21,609
    
    
    
    21,215Total current assets
    
    
    514,841
    
    
    
    500,804Property and equipmentLand
    
    
    110,479
    
    
    
    111,236Buildings and improvements
    
    
    323,805
    
    
    
    338,580Store fixtures and equipment
    
    
    397,491
    
    
    
    403,394Property subject to capital leases
    
    
    25,836
    
    
    
    25,836857,611
    
    
    
    879,046Less accumulated depreciation and amortization
    
    
    360,538
    
    
    
    373,342497,073
    
    
    
    505,704Deferred debt issuance costs, net
    
    
    15,972
    
    
    
    15,211Deferred income taxes, long-term
    
    
    8,845
    
    
    
    10,691Long-term receivable
    
    
    12,160
    
    
    
    15,701Goodwill
    
    
    2,894
    
    
    
    2,894Other assets
    
    
    6,307
    
    
    
    6,64146,178
    
    
    
    51,138Total assets
    
    $
    1,058,092
    
    
    $
    1,057,646
  3




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS (contd.)
 LIABILITIES AND STOCKHOLDERS DEFICIT
 Sept. 24,
    
    
    Dec. 24,2006
    
    
    2006(Unaudited)Current liabilitiesAccounts payable
    
    $
    155,827
    
    
    $
    149,111Accrued payroll and related expenses
    
    
    55,582
    
    
    
    54,242Accrued income taxes
    
    
    
    
    
    
    4,282Other accrued liabilities
    
    
    69,098
    
    
    
    59,611Current portion of capital lease obligations
    
    
    1,054
    
    
    
    972Total current liabilities
    
    
    281,561
    
    
    
    268,218Long-term debt
    
    
    700,000
    
    
    
    700,000Capital lease obligations, less current portion
    
    
    7,294
    
    
    
    7,056Long-term portion of self-insurance and other reserves
    
    
    33,112
    
    
    
    33,761Long-term deferred benefits
    
    
    43,573
    
    
    
    46,266Other long-term liabilities
    
    
    3,631
    
    
    
    3,522Total liabilities
    
    
    1,069,171
    
    
    
    1,058,823Commitment and ContingenciesStockholders deficitCommon Stock, $.01 par value:Authorized shares - 100,000
Issued and outstanding shares - 0
    
    
    
    
    
    
    Class A Common Stock, $.01 par value:Authorized shares - 100,000
Issued and outstanding shares - 36,895
    
    
    
    
    
    
    Additional paid-in capital
    
    
    9,382
    
    
    
    9,382Retained deficit
    
    
    (20,461
    )
    
    
    (10,559
    )Total stockholders deficit
    
    
    (11,079
    )
    
    
    (1,177
    )Total liabilities and stockholders deficit
    
    $
    1,058,092
    
    
    $
    1,057,646
  4




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
   13 Weeks EndedDec. 25,
    
    
    Dec. 24,2005
    
    
    2006Sales
    
    $
    867,009
    
    
    $
    904,067Cost of goods sold
    
    
    640,294
    
    
    
    662,177Gross profit
    
    
    226,715
    
    
    
    241,890Operating expensesSelling, general and administrative expenses
    
    
    198,765
    
    
    
    201,801Depreciation and amortization
    
    
    10,358
    
    
    
    11,884Total operating expenses
    
    
    209,123
    
    
    
    213,685Operating profit
    
    
    17,592
    
    
    
    28,205Interest income
    
    
    2,510
    
    
    
    2,826Interest expense
    
    
    (14,576
    )
    
    
    (14,285
    )Other expenses, net
    
    
    (76
    )
    
    
    (171
    )Income before income taxes
    
    
    5,450
    
    
    
    16,575Income taxes
    
    
    2,118
    
    
    
    6,673Net income
    
    $
    3,332
    
    
    $
    9,902Earnings per share
    
    $
    87.00
    
    
    $
    268.38Average common shares outstanding
    
    
    38,301
    
    
    
    36,895Shares outstanding at end of period
    
    
    38,301
    
    
    
    36,895
  5




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
   13 Weeks EndedDec. 25,
    
    
    Dec. 24,2005
    
    
    2006Operating activities:Net income
    
    $
    3,332
    
    
    $
    9,902Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    13,310
    
    
    
    14,851Amortization of debt issuance costs
    
    
    761
    
    
    
    761Deferred income taxes
    
    
    1,767
    
    
    
    (1,452
    )Loss on disposals of assets
    
    
    116
    
    
    
    215Changes in operating assets and liabilities:(Increase) decrease in restricted cash
    
    
    (2,600
    )
    
    
    16,000Increase in receivables
    
    
    (1,837
    )
    
    
    (5,232
    )Decrease in income tax receivables
    
    
    352
    
    
    
    3,863Increase in inventories
    
    
    (23,774
    )
    
    
    (2,848
    )Increase in prepaid expenses
    
    
    (2,540
    )
    
    
    (952
    )(Increase) decrease in other assets
    
    
    29
    
    
    
    (338
    )Increase (decrease) in accounts payable
    
    
    8,640
    
    
    
    (6,716
    )Increase in accrued income taxes
    
    
    
    
    
    
    4,282Decrease in other accrued liabilities
    
    
    (20,078
    )
    
    
    (10,827
    )Increase in long-term reserves
    
    
    1,388
    
    
    
    3,233Net cash provided by (used in) operating activities
    
    
    (21,134
    )
    
    
    24,742Financing activities:Principal payments on capital lease obligations
    
    
    (284
    )
    
    
    (320
    )Net cash used in financing activities
    
    
    (284
    )
    
    
    (320
    )Investing activities:Decrease in short-term investments
    
    
    
    
    
    
    26,849Increase in store construction reimbursements
    
    
    (895
    )
    
    
    (1,488
    )Increase in long-term receivable
    
    
    
    
    
    
    (3,541
    )Purchase of property and equipment
    
    
    (21,530
    )
    
    
    (23,709
    )Proceeds from sale of property and equipment
    
    
    6
    
    
    
    16Net cash used in investing activities
    
    
    (22,419
    )
    
    
    (1,873
    )Net increase (decrease) in cash and cash equivalents
    
    
    (43,837
    )
    
    
    22,549Cash and cash equivalents at beginning of period
    
    
    263,397
    
    
    
    198,545Cash and cash equivalents at end of period
    
    $
    219,560
    
    
    $
    221,094Interest paid
    
    $
    24,958
    
    
    $
    25,595Income taxes paid
    
    $
    
    
    
    $
    
  6




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  DECEMBER 24, 2006
 Note 1  Basis of Presentation
    Note 2  Reclassifications
  Note 3  Recent Accounting Pronouncements
    7




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   DECEMBER 24, 2006
 Note 4  Use of Estimates
  Note 5  Restricted Cash
  Note 6  Retirement Plans
   Dec. 25,
    
    
    Dec. 24,2005
    
    
    2006Expected return on assets
    
    $
    (426
    )
    
    $
    (519
    )Service cost
    
    
    679
    
    
    
    683Interest cost
    
    
    743
    
    
    
    817Amortization of prior service cost
    
    
    (1
    )
    
    
    (1
    )Amortization of recognized losses
    
    
    268
    
    
    
    215Net pension expense
    
    $
    1,263
    
    
    $
    1,195Actuarial assumptions used to determine
net pension expense were:Discount rate
    
    
    5.50
    %
    
    
    5.80
    %Rate of increase in compensation levels
    
    
    3.00
    %
    
    
    3.00
    %Expected long-term rate of return on
assets
    
    
    5.00
    %
    
    
    5.00
    %
 Note 7  Segments
  8




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   DECEMBER 24, 2006
 Note 8  Subsidiary Guarantee
   Note 9  Corporate Office and Distribution Facilities
   9




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   DECEMBER 24, 2006
 Note 9  Corporate Office and Distribution Facilities (contd.)
   10




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 PART I  FINANCIAL INFORMATION (contd.)
 
 Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 CRITICAL ACCOUNTING POLICIES
  Self-Insurance Reserves
  Employee Benefit Plans
   11




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 CRITICAL ACCOUNTING POLICIES (contd.)
 Employee Benefit Plans (contd.)
  Long-Lived Assets
   Income Taxes
  Goodwill
  12




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 CRITICAL ACCOUNTING POLICIES (contd.)
 Store Closing Costs
  Advertising Allowances
   Gift Cards and Certificates
  Significant Accounting Policies
  13




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OWNERSHIP OF THE COMPANY
  EXECUTIVE OVERVIEW
       14




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 EXECUTIVE OVERVIEW (contd.)
  RESULTS OF OPERATIONS
 Fiscal Period Ended
    
    ChangeDec. 25,
    
    Dec. 24,
    
    2006 to 2005($ in thousands)
    
    2005
    
    2006
    
    Dollar
    
    %Sales
    
    $
    867,009
    
    
    $
    904,067
    
    
    $
    37,058
    
    
    
    4.27
    %Gross Profit
    
    $
    226,715
    
    
    $
    241,890
    
    
    $
    15,175
    
    
    
    6.69
    %as a % of sales
    
    
    26.15
    %
    
    
    26.76
    %
 Sales
  Like Store Sales
   15




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 RESULTS OF OPERATIONS (contd.)
 Gross Profit
  Operating Expenses and Income
 Fiscal Period Ended
    
    ChangeDec. 25,
    
    Dec. 24,
    
    2006 to 2005($ in thousands)
    
    2005
    
    2006
    
    Dollar
    
    %Operating Expenses:Selling, general and
administrative expenses
    
    $
    198,765
    
    
    $
    201,801
    
    
    $
    3,036
    
    
    
    1.53
    %as a % of sales
    
    
    22.93
    %
    
    
    22.32
    %Depreciation and amortization
    
    $
    10,358
    
    
    $
    11,884
    
    
    $
    1,526
    
    
    
    14.73
    %as a % of sales
    
    
    1.19
    %
    
    
    1.31
    %Operating profit
    
    $
    17,592
    
    
    $
    28,205
    
    
    $
    10,613
    
    
    
    60.33
    %as a % of sales
    
    
    2.03
    %
    
    
    3.12
    %
 Selling, General and Administrative Expenses
   Depreciation and Amortization
  16




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 RESULTS OF OPERATIONS (contd.)
 Interest Income
  Interest Expense
  Income Before Income Taxes
  Income Taxes
  Net Income
  LIQUIDITY AND CAPITAL RESOURCES
   17




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 LIQUIDITY AND CAPITAL RESOURCES (contd.)
  Contractual Cash Obligations(in thousands)Less than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 Years8.125% Senior Notes due June 2012Principal
    
    $
    525,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    525,000Interest
    
    
    234,609
    
    
    
    42,656
    
    
    
    85,313
    
    
    
    85,313
    
    
    
    21,327759,609
    
    
    
    42,656
    
    
    
    85,313
    
    
    
    85,313
    
    
    
    546,327Floating Rate Senior Notes
due June 2010(1)Principal
    
    $
    175,000
    
    
    $
    
    
    
    $
    
    
    
    $
    175,000
    
    
    $
    Interest
    
    
    55,043
    
    
    
    15,720
    
    
    
    31,484
    
    
    
    7,839
    
    
    
    230,043
    
    
    
    15,720
    
    
    
    31,484
    
    
    
    182,839
    
    
    
    Capital lease obligations (2)Principal
    
    $
    8,028
    
    
    $
    972
    
    
    $
    2,250
    
    
    $
    3,029
    
    
    $
    1,777Interest
    
    
    4,718
    
    
    
    1,207
    
    
    
    1,972
    
    
    
    1,176
    
    
    
    36312,746
    
    
    
    2,179
    
    
    
    4,222
    
    
    
    4,205
    
    
    
    2,140Operating leases (2)
    
    
    261,150
    
    
    
    35,460
    
    
    
    51,589
    
    
    
    35,910
    
    
    
    138,191Total contractual cash obligations
    
    $
    1,263,548
    
    
    $
    96,015
    
    
    $
    172,608
    
    
    $
    308,267
    
    
    $
    686,658Other Commercial Commitments(in thousands)Less than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsStandby letters of credit (3)
    
    $
    49,483
    
    
    $
    49,483
    
    
    $
    
    
    
    $
    
    
    
    $
    Total other commercial commitments
    
    $
    49,483
    
    
    $
    49,483
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    Interest on the Floating Rate Notes is based on the Three-month
LIBOR plus 3.50% and is set quarterly based on the Three-month LIBOR rate for the second
London Banking Day preceding each interest period. The floating interest rate at December 24,
2006 was 8.86%.(2)
    
    We lease the majority of our retail stores, offices,
warehouses and distribution facilities. Certain of our operating leases provide for minimum
annual payments that change over the primary term of the lease. For purposes of contractual
cash obligations shown here, contractual step increases or decreases are shown in the period
they are due. Certain leases provide for additional rents based on sales. Primary lease
terms range from 3 to 55 years and substantially all leases provide for renewal options.(3)
    
    Standby letters of credit are committed as security for workers
compensation obligations. Outstanding letters of credit expire between January 2007 and
October 2007. 18




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 LIQUIDITY AND CAPITAL RESOURCES (contd.)
      The Credit Facilities
   19




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 LIQUIDITY AND CAPITAL RESOURCES (contd.)
 The Credit Facilities (contd.)
         20




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 LIQUIDITY AND CAPITAL RESOURCES (contd.)
 The Credit Facilities (contd.)
  Labor Relations
   RECENT ACCOUNTING PRONOUNCEMENTS
    21




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 CAUTIONARY STATEMENT FOR PURPOSES OF SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
  22




---



##### Table of Contents



STATER BROS. HOLDINGS INC.  DECEMBER 24, 2006
 PART I  FINANCIAL INFORMATION (contd.)
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 Item 4. CONTROLS AND PROCEDURES
  Form 10-Q.
  23




---



##### Table of Contents



STATER BROS. HOLDINGS INC.  DECEMBER 24, 2006
 
 PART II  OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
   
 Item 1A. RISK FACTORS
    24




---



##### Table of Contents



STATER BROS. HOLDINGS INC.  DECEMBER 24, 2006
 PART II  OTHER INFORMATION (contd.)
 
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 Item 5. OTHER INFORMATION
  
 Item 6. EXHIBITS
 (a)
    
    Exhibits31.1
    
    Certification of Principal Executive Officer pursuant to Section 302
(a) of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Principal Financial Officer pursuant to Section 302
(a) of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Principal Executive Officer and Principal Financial
Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 25




---



##### Table of Contents



STATER BROS. HOLDINGS INC.
 
   Date: February 7, 2007
    
    /s/ Jack H. BrownJack H. BrownChairman of the Board, President,and Chief Executive Officer(Principal Executive Officer)Date: February 7, 2007
    
    /s/ Phillip J. SmithPhillip J. SmithExecutive Vice Presidentand Chief Financial Officer(Principal Financial Officer)
 26