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):  October 5, 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 October 5, 2010, The Pantry, Inc. (the “Company”) will present at the Morgan Keegan & Company, Inc. 2010 Convenience Store & Distributor Conference in Atlanta. The information set forth under Item 7.01 of this Current Report on Form 8-K, including the slide presentation attached hereto as Exhibit 99.1 disclosing, among other things, certain information regarding previously completed fiscal years, are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

Morgan Keegan & Company, Inc. 2010 Convenience Store & Distributor Conference

On October 5, 2010, the Company will present at the Morgan Keegan & Company, Inc. 2010 Convenience Store & Distributor Conference in Atlanta. The written materials to be used at the conference are attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The slide presentation attached hereto as Exhibit 99.1 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 slide presentation attached hereto as Exhibit 99.1, 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	Slide presentation for the Morgan Keegan & Company, Inc. 2010 Convenience Store & Distributor Conference on October 5, 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/ Mark R. Bierley
			Mark R. Bierley Senior Vice President and Chief Financial Officer
Date: October 5, 2010

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Slide presentation for the Morgan Keegan & Company, Inc. 2010 Convenience Store & Distributor Conference on October 5, 2010

EX-99.1

Morgan Keegan & Company, Inc.
2010 Convenience Store & Distributor Conference

Terrance M. Marks, President and CEO
Mark R. Bierley, SVP and CFO
October 5, 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

Leading convenience store retailer concentrated in the
southeastern United States

3

_____________________

Note:Map is illustrative

1,638 Stores Located in Eleven Southeastern States as of October 3, 2010

Key Strategies

4

nImprove comp sales and merchandise gross margin with focus
on Coffee and Meals & Snacks

nInvest in technology to drive effectiveness and efficiency

n2% to 4% annual store growth target

nAccelerate EBITDA and cash flow growth

5

Why Meals & Snacks?

_____________________

(1)Pantry represents twelve months ending June 2010 total merchandise gross margin

(2)Industry data is foodservice only for Calendar Year 2009 and Industry source is NACS SOI

1

2

Gross Margin Comparison

Focused on capturing the foodservice opportunity

6

_____________________

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

(2)Industry Data is for Calendar Year 2009 and Industry source is NACS

Industry2

Pantry1

17%

9%

Foodservice Mix of Total Inside Sales

7

Why Coffee?

Industry Foodservice Sales Mix

Source:Convenience Store News 2009 Extended Foodservice Study.Figures based on annual 2008 average per store sales and rounded to nearest 5% interval

8

DISPENSING

PREPARATION

Bean Street Coffee Focus

9

16oz

20oz

24oz

12oz

16oz

20oz

24oz

CUPS

ASSORTMENT

Bean Street Coffee Focus

10

Bean Street Coffee Focus

Coffee

Hospitality Associate

11

Getting the word out

Sampling

Strategic Partnerships

Digital Relationship Marketing

“Battle for Bean Street”

Radio

FRESH focus on breakfast, lunch, all day snacks

Lunch

Breakfast

Snacks

Fast, Friendly and Clean Platform

13

FRESH Program Highlights

14

nEstimated $30-45K average investment per store

nExpect 20% cash on cash returns

nCoffee is King

nBreakfast, lunch and all day snack occasions

nFast, Friendly and Clean foundation

n100 stores completed by end of calendar 2010

n400-500 stores completed by end of calendar 2011

Financials

Focus

Roll-out

Systems investment to drive effectiveness and
efficiency

15

nSite-level optimization

n10 bps = $2 million

nRoll-out underway, Q2 completion

nPCI Compliant

nPromotional flexibility

nCapturing item level detail

nMulti-phase initiative

-Phase 1: Task Management, launching Q1 2011

-Phase 2: Labor Scheduling

-Phase 3: Time and Attendance

KSS Gas Pricing

Point of Sale

Workforce
Management

High degree of fragmentation presents continued
consolidation opportunities

16

79% of U.S. Convenience Stores are Single Stores or Small Chains

145,000 Total U.S. C-Stores

_____________________

Source:U.S. Convenience December 2009 Store Count (Gas and Non-Gas) from NACS/TDLinx

17

Low C-Store Channel Density1

Geographic Diversification

= Pantry Site2

= Presto Site

_____________________

Source:U.S. Convenience December 2009 Store Count (Gas and Non-Gas) from NACS/TDLinx

(1) Stores per 10,000 residents from U.S. Census Bureau 2009 population estimates

(2) Pantry store counts as of October 3, 2010

History of consistent cash flows & EBITDA generation

18

($ in mm)

($ in mm)

Reported EBITDA

Operating Cash Flow

Fiscal Year

Fiscal Year

Fuel comprises the majority of revenue

19

Revenue Split: Merchandise vs. Fuel

($ in mm)

Fiscal Year

Gross profit is driven by merchandise

20

Gross Profit Split: Merchandise vs. Fuel

($ in mm)

Fiscal Year

Oil price changes drive volatility in quarterly retail
gasoline margins

21

_____________________

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

FY2006

FY2007

FY2008

FY2009

FY2010

¢

¢

¢

¢

¢

¢

¢

Annual CPG tends to remain relatively stable

22

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 12.0¢ to 13.5¢

¢

¢

¢

¢

¢

¢

¢

¢

¢

¢

Historical averages reinforce the stability

23

Historical CPG Averages

_____________________

Note:Historical averages are non-weighted averages of each fiscal year.FY 2010 is year-to-date June.CPG is net of credit card fees and repairs and maintenance

¢

¢

¢

¢

¢

¢

Financial Flexibility

24

nMeaningful liquidity

}$215 million in cash-on-hand

}$225 million revolver - $0 drawn, approximately $139 million
available after LOCs

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

nCovenant-light bank facility

}6.25x Adj. Net Debt / EBITDAR Leverage

}2.25x Interest Coverage

_____________________

Note:Balance Sheet data as of June 24, 2010

Key Strategies

25

nImprove comp sales and merchandise gross margin with focus
on Coffee and Meals & Snacks

nInvest in technology to drive effectiveness and efficiency

n2% to 4% annual store growth target

nAccelerate EBITDA and cash flow growth

Reconciliation of Non-GAAP Measures

26

Adjusted EBITDA & EBITDA Reconciled to Net Income

Reconciliation of Non-GAAP Measures

27

Adjusted EBITDA & EBITDA Reconciled to Cash Flows