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):  March 10, 2010

THE PANTRY, INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-25813
Delaware	56-1574463
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

305 Gregson Drive Cary, North Carolina (Address of principal executive offices)   27511 (Zip code)

Registrant’s telephone number, including area code: (919) 774-6700

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.

As disclosed below under Item 7.01 of this Current Report on Form 8-K, on March 10, 2010, The Pantry, Inc. (the “Company”) will present at the Bank of America Merrill Lynch 2010 Consumer Conference. The information set forth under Item 7.01 of this Current Report on Form 8-K, including the slide presentation attached hereto as Exhibit 99.2 disclosing, among other things, certain information regarding previously completed fiscal years, is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Bank of America Merrill Lynch 2010 Consumer Conference

On March 10, 2010, the Company will present at the Bank of America Merrill Lynch 2010 Consumer Conference in New York, New York. The press release announcing the Company’s participation in the conference and the written materials to be used at the conference are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

The slide presentation attached hereto as Exhibit 99.2 includes references to “EBITDA” and “Adjusted EBITDA,” which are financial measures that are not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). A description of these non-GAAP financial measures and the Company’s reasons for discussing them during the conference is presented below.

EBITDA and Adjusted EBITDA

EBITDA is defined by the Company as net income before interest expense, net, gain/loss on extinguishment of debt, income taxes and depreciation and amortization. Adjusted EBITDA includes the lease payments the Company makes under its lease finance obligations as a reduction to EBITDA. EBITDA and Adjusted EBITDA are not measures of operating performance or liquidity under GAAP and should not be considered as substitutes for net income, cash flows from operating activities or other income or cash flow statement data. The Company has included information concerning EBITDA and Adjusted EBITDA because it believes investors find this information useful as a reflection of the resources available for strategic opportunities including, among others, to invest in the Company’s business, make strategic acquisitions and to service debt. Managem ent also uses EBITDA and Adjusted EBITDA to review the performance of the Company’s business directly resulting from its retail operations and for budgeting and field operations compensation targets.

In accordance with GAAP, certain of the Company’s leases, including all of its sale-leaseback arrangements, are accounted for as lease finance obligations. As a result, payments made under these lease arrangements are accounted for as interest expense and a reduction of the principal amounts outstanding under the Company’s lease finance obligations. By including in Adjusted EBITDA the amounts the Company pays under its lease finance obligations, the Company is able to present such payments as operating costs instead of financing costs. The Company believes that this presentation helps investors better understand its operating performance relative to other companies that do not account for their leases as lease finance obligations.

Any measure that excludes interest expense, loss on extinguishment of debt, depreciation and amortization or income taxes has material limitations because the Company uses debt and lease financing in order to finance its operations and its acquisitions, it uses capital and intangible assets in its business and the payment of income taxes is a necessary element of its operations. Due to these limitations, the Company uses EBITDA and Adjusted EBITDA only in addition to and in conjunction with results presented in accordance with GAAP. The Company strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

Because non-GAAP financial measures are not standardized, EBITDA and Adjusted EBITDA, each as defined by the Company, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare the Company’s use of EBITDA and Adjusted EBITDA with non-GAAP financial measures having the same or similar names used by other companies.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in Items 2.02 and 7.01 of this report, including the press release attached hereto as Exhibit 99.1 and the slide presentation attached hereto as Exhibit 99.2, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release dated March 04, 2010
99.2	Slide presentation for the Bank of America Merrill Lynch 2010 Consumer Conference on March 10, 2010

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 hereunto duly authorized.

		THE PANTRY, INC.
	By:		/s/ Frank G. Paci
			Frank G. Paci Executive Vice President, Chief Financial Officer and Secretary
Date: March 10, 2010

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated March 04, 2010
99.2	Slide presentation for the Bank of America Merrill Lynch 2010 Consumer Conference on March 10, 2010

EX-99.1

	Exhibit 99.1
For Immediate Release	Contact: Frank Paci
March 10, 2010	(919) 774-6700

The Pantry to Present at the Bank of America Merrill Lynch 2010 Consumer Conference

Cary, N.C., March 4, 2010 -- The Pantry, Inc. (Nasdaq:PTRY), the leading independently operated convenience store chain in the southeastern U.S., today announced that Company management will present at the Bank of America Merrill Lynch 2010 Consumer Conference in New York, New York.

The session featuring Frank G. Paci, Executive Vice President and Chief Financial Officer of The Pantry, is scheduled for 4:20 p.m. EST on Wednesday, March 10, 2010. A live audio webcast will be accessible through the Investors section of the Company’s web site at www.thepantry.com, and a replay will be available for 14 days after the conference.

About The Pantry

Headquartered in Cary, North Carolina, The Pantry, Inc. is the leading independently operated convenience store chain in the southeastern United States and one of the largest independently operated convenience store chains in the country. As of March 3, 2010, the Company operated 1,654 stores in eleven states under select banners, including Kangaroo Express®, its primary operating banner. The Pantry's stores offer a broad selection of merchandise, as well as gasoline and other ancillary services designed to appeal to the convenience needs of its customers.

EX-99.2

Bank of America Merrill Lynch
2010 Consumer Conference

Frank G. Paci, EVP and CFO
March 10, 2010

Safe Harbor Statement

Some of the statements in this presentation constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995.All statements other than those of historical facts included herein,
including those related to the company’s financial outlook, goals, business
strategy, projected plans and objectives of management for future operations
and liquidity, are forward-looking statements.These forward-looking
statements are based on the company’s plans and expectations and involve a
number of risks and uncertainties that could cause actual results to vary
materially from the results and events anticipated or implied by such forward-
looking statements.Please refer to the company’s Annual Report on Form 10-
K and its other filings with the SEC for a discussion of significant risk factors
applicable to the company.In addition, the forward-looking statements
included in this presentation are based on the company’s estimates and plans
as of the date of this presentation.While the company may elect to update
these forward-looking statements at some point in the future, it specifically
disclaims any obligation to do so.

2

Company Overview

3

nLeading independently operated convenience store retailer in southeastern U.S. and
one of the largest in country

}1,654 stores in 11 states as of March 3, 2010 with primary store brand of
Kangaroo Express®

}2009 Financial Results:

}$1.66B merchandise revenue

}2.08B retail gas gallons sold under multiple brands

}$169M in operating cash flow

n234 Quick Service Restaurants in 224 locations as of March 3, 2010

Key Investment Highlights

4

Strong Cash Flow Generation allows us to invest in Growing
Our Business and De-lever Our Balance Sheet

nLeading market positions in attractive Southeastern markets

nSignificant scale advantages versus primary competitors

nAttractive sector consolidation potential

nStrong cash flow generation

nInvesting in information systems and food service initiatives to
drive growth

Leading Convenience Store Retailer Concentrated in the
Southeastern United States

5

_____________________

Note:Map is illustrative as of March 3, 2010.

High Degree of Fragmentation Provides Continued
Consolidation Opportunities

6

More than 50% of the stores in key markets are single store operators

Florida

(7,246 stores)

North Carolina

(5,350 stores)

South Carolina

(2,888 stores)

Markets Fragmentation(1)(2)

Tennessee

(3,657 stores)

Mississippi

(2,503 stores)

Alabama

(3,756 stores)

(1) Source:U.S. Convenience 2008 Store Count(Gas Only) from NACS/TDLinx.

(2) Pantry store counts as of March 3, 2010.

Pantry

1 Store

Operators

2-50 Store
Operators

>50 Store
Operators

Pantry

1 Store

Operators

2-50 Store
Operators

>50 Store
Operators

Pantry

1 Store

Operators

2-50 Store
Operators

>50 Store
Operators

Pantry

1 Store

Operators

2-50 Store
Operators

>50 Store
Operators

Pantry

1 Store

Operators

2-50 Store
Operators

>50 Store
Operators

Pantry

1 Store

Operators

2-50 Store
Operators

>50 Store
Operators

Strong Track Record of Growth…

7

Merchandise Revenue

Fiscal Year

Retail Gas Gallons Sold

Fiscal Year

($ in mm)

(Gallons in mm)

…Substantial EBITDA Generation…

8

Gross Profit

Fiscal Year

Reported EBITDA

Fiscal Year

’04-’09

CAGR

13.7%

6.7%

($ in mm)

($ in mm)

…And Significant Operating Cash Flow

9

($ in mm)

Fiscal Year

Operating Cash Flow

Merchandise Margin is the Primary Contributor of Our
Gross Profit

10

Fiscal 2009 Gross Profit Mix

Fiscal 2009 Merchandise Sales Mix2

_____________________

(1)2009 CPG (net of credit card fees and repairs and maintenance) was $0.150.

(2)Category sales mix estimates based on merchandise purchase and sales information.

(3)Includes Other Tobacco Products and Cigarettes.

Gas1

35%

Merchandise

65%

Tobacco products3

34.2%

Packaged

beverages

16.4%

Beer & wine

16.0%

Grocery

20.9%

Capturing the Food Service Opportunity

11

_____________________

(1)Pantry Food Service includes Fast Food Service, Self-Service Fast Foods and Beverages and is for FY2009.

(2)Industry Data is for Calendar Year 2008 and Industry source is NACS.

Industry2

Pantry1

Food Service Mix of Total Inside Sales

17%

9%

Core Store Food Service Offering

Lunch

Breakfast

Snacks

Expansion Opportunities

nRe-Image Stores

nDay Part Focus

}Breakfast, Lunch and Snacks

nFresh and Healthier Offerings

Branded Food Service

13

_____________________

Note:Grill & Chill picture not a Pantry location.

(1)QSR Count as of March 3, 2010.

nAnticipate 25 new nationally branded food service locations in FY2010

nCurrent portfolio1

}Subway - 126 locations

}Dairy Queen - 8 locations

}Proprietary Chicken - 63 locations

Gasoline Strategy Maximizes Fuel Gross Profit Dollars

14

We Balance Average Gallons Sold per Store and Gasoline Margin to
Maximize Overall Gross Profit Dollars

_____________________

(1) Net of credit card fees and repairs and maintenance.

Average Gallons Sold per Store

Fiscal Year

Comps

2.0%

-3.3%

-4.4%

1.0%

3.1%

4.7%

Retail Gasoline Gross Profit $

Fiscal Year

CPG
(1)

12.0¢

15.0¢

12.4¢

10.9¢

15.9¢

14.3¢

Oil Price Changes Drive Volatility in Quarterly Retail
Gasoline Cents per Gallon…

Energy Market Volatility Impacts Margin

15

FY2006

FY2007

FY2008

FY2009

Source:Energy Information Administration.Data represents daily average futures contract price per barrel of light sweet crude (contract 1) and CPG is net of credit card fees and repairs and
maintenance.

FY2010

¢

¢

¢

¢

¢

¢

¢

… But Annual CPG Tends to Remain Relatively Stable

16

Fiscal Year

_____________________

Note:Shaded area represents average historical CPG range and CPG is net of credit card fees and repairs and maintenance.

Annual Net CPG Margins Typically Range from 10.5¢ to 13.5¢

13.4¢

14.3¢

15.9¢

15.0¢

0¢

2¢

4¢

6¢

8¢

10¢

12¢

14¢

16¢

18¢

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

Key Initiatives Targeted to Leverage Our Competitive Advantages

17

nFocus on specific meal occasions such as breakfast, lunch and snacks

nAccelerate nationally branded food service locations

nDevelop store reimaging concepts that feature broader food service offerings

nEstablished the position of Chief Information Officer

nBuild business intelligence capabilities

nUpgrade POS and implement WAN across the store base

nEvaluateinvestment opportunities with a more disciplined focus

nBalance between store additions and investment in existing stores

nWeigh growth investment versus debt reduction

“On-The-Go” Meals

Information Systems

Return Optimization

We believe these actions will better position us to
drive growth when the market environment improves

Financial Flexibility

18

nMeaningful liquidity

}$180 million in cash-on-hand

}$225 million revolver - $0 drawn, approximately $142 million
available after LOCs

nLong-term debt profile; earliest maturity is the convertible debt in
November 2012

nCovenant-light bank facility(1)

}6.25x Adj. Net Debt / EBITDAR Leverage - Currently 5.65x

}2.25x Interest Coverage - Currently 2.69x

_____________________

Note:Balance Sheet data as of December 24, 2009.

(1) Per credit facility covenant calculations (8x rent methodology) for TTM as of December 24, 2009.

Key Investment Highlights

19

Strong Cash Flow Generation allows us to invest in Growing
Our Business and De-lever Our Balance Sheet

nLeading market positions in attractive Southeastern markets

nSignificant scale advantages versus primary competitors

nAttractive sector consolidation potential

nStrong cash flow generation

nInvesting in information systems and food service initiatives to
drive growth

Reconciliation of Non-GAAP Measures

20

Adjusted EBITDA & EBITDA Reconciled to Net Income

Reconciliation of Non-GAAP Measures

21

Adjusted EBITDA & EBITDA Reconciled to Cash Flows