-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N3EQipvDZ9iV56yCuR9uXfumkJ8xdzhIHcbiKO8kbf71XyR8zG8PAo2NEVvPFts4 BMRIDItXHfv4ItGjGk69cg== 0000915862-11-000023.txt : 20110208 0000915862-11-000023.hdr.sgml : 20110208 20110208080229 ACCESSION NUMBER: 0000915862-11-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110208 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110208 DATE AS OF CHANGE: 20110208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PANTRY INC CENTRAL INDEX KEY: 0000915862 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 561574463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0924 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25813 FILM NUMBER: 11580403 BUSINESS ADDRESS: STREET 1: 1801 DOUGLAS DR STREET 2: PO BOX 1410 CITY: SANFORD STATE: NC ZIP: 27330 BUSINESS PHONE: 9197746700 MAIL ADDRESS: STREET 1: 1801 DOUGLAS DR STREET 2: PO BOX 1410 CITY: SANFORD STATE: NC ZIP: 27330 8-K 1 form8ker.htm THE PANTRY, INC. FIRST QUARTER EARNINGS form8ker.htm

 
 

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
 
 

THE PANTRY, INC.
(Exact name of registrant as specified in its charter)
 
 
 
         
Delaware
 
000-25813
 
56-1574463
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
     
305 Gregson Drive
Cary, North Carolina
 
27511
(Address of principal executive offices)
 
(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.

On February 8, 2011, The Pantry, Inc. issued a press release announcing, among other things, results for its first fiscal quarter of its fiscal year ending September 29, 2011. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in Item 2.02 of this report, including the press release attached 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.

(d) Exhibits.
 
     
Exhibit No.
  
Description of Document
99.1
  
Press Release dated February 8, 2011

 
 

 





SIGNATURE

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, Chief Financial Officer and Secretary

Date: February 8, 2011

 
 

 






EXHIBIT INDEX
 
     
Exhibit No.
  
Description of Document
99.1
  
Press Release dated February 8, 2011

EX-99.1 2 exhibit99_1.htm PRESS RELEASE DATED FEBRUARY 8, 2011 exhibit99_1.htm
Exhibit 99.1
 
For Immediate Release
Contact: Mark Bierley
February 8, 2011
(919) 774-6700

THE PANTRY ANNOUNCES FIRST QUARTER FISCAL 2011
FINANCIAL RESULTS

Cary, North Carolina, February 8, 2011 - The Pantry, Inc. (NASDAQ: PTRY), the leading independently-operated convenience store chain in the southeastern U.S., today announced financial results for its fiscal first quarter ended December 30, 2010.

First Quarter Summary:
 
·  
Net loss was $12.2 million or $0.54 per diluted share.  This compares to a net loss of $26.1 million or $1.17 per diluted share in last year’s first quarter.  Excluding the impact of impairment and other charges the net loss for the first quarter of fiscal 2010 was $5.8 million or $0.26 per share.
 
·  
Adjusted EBITDA was $31.3 million, compared to $40.3 million a year ago
 
·  
Comparable store merchandise revenue increased 1.3%
 
·  
Merchandise gross margin improved to 33.5% from 32.6% in last year’s first quarter
 
·  
Fuel gross profit was $50.7 million, compared to $57.0 million a year ago
 
·  
Completed the 47-store Presto acquisition, using $47.6 million in cash.


President and Chief Executive Officer Terrance M. Marks said, “Adjusted EBITDA was below our expectations for the quarter, driven by soft merchandise comparable store sales growth and low fuel margins.  Merchandise sales performance was particularly weak in the latter half of December, which we believe was primarily driven by the severe winter weather that affected the Southeast.  On a positive note, the sales performance in our Fresh stores continues to exceed expectations. We completed the Charlotte store conversion process on schedule in December and are moving quickly to our next markets.”

Comparable store merchandise sales in the first quarter increased 1.3% and 1.7% excluding cigarettes.  Total merchandise gross profit for the quarter was $140.5 million, an increase of 3.1% from the first quarter a year ago.

Comparable store retail gallons sold in the first quarter decreased 5.2%.  Retail fuel revenues in the first quarter increased 4.8% to $1.4 billion primarily as a result of the 12% increase in the average retail price per gallon to $2.81 from $2.52.  Fuel gross profit for the first quarter decreased 10.9% compared to the same period a year ago, due to a decrease in retail fuel margin per gallon to $0.104 compared to $0.109 and the decrease in retail fuel gallons sold.

Total store operating and general and administrative expenses for the first quarter increased 4.6% to $160.0 million from the first quarter last year primarily as a result of strategic investments in advertising and category management capability to support the Program Fresh initiative and professional costs associated with the Presto acquisition.

The Company remains comfortable with its liquidity position given the $132 million in cash on hand and approximately $106 million in available capacity under its revolving credit facilities as of December 30, 2010.
 
 
Fiscal 2011 Outlook

The Company updated the following guidance ranges for its expected performance (excluding potential acquisitions) in fiscal 2011, which is a 52-week fiscal year:

 
Year Ending September 29, 2011
 
Low
 
High
       
Merchandise sales (billions)
$1.80
 
$1.84
       
Merchandise gross margin
33.9%
 
34.5%
       
Retail fuel gross profit (millions)
$236
 
$267
       
   Retail fuel gallons (billions)
1.98
 
2.05
       
   Retail fuel margin per gallon
$0.115
 
$0.135
       
Total OSG&A (millions)
$640
 
$650
       
Depreciation & amortization (millions)
$117
 
$122
       
Interest expense (millions)
$82
 
$85
       
Capital expenditures (millions)
$105
 
$115
       
 
Conference Call
 
 
Interested parties are invited to listen to the first quarter earnings conference call scheduled for Tuesday, February 8, 2011 at 8:30 a.m. Eastern Time.  The call will be broadcast live over the Internet and will be accessible through either the Investors section of the Company's website at www.thepantry.com or www.companyboardroom.com. An online archive will be available immediately following the call and will be accessible for 30 days.
 
 

 
 

 
 
Use of Non-GAAP Measures
 
 
Adjusted EBITDA
 
Adjusted EBITDA is defined by the Company as net income before interest expense, net, gain/loss on extinguishment of debt, income taxes, impairment charges and depreciation and amortization.  Adjusted EBITDA is not a measure of operating performance or liquidity under accounting principles generally accepted in the United States of America (“GAAP”) and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. The Company has included information concerning 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. Management also uses 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.

 
Net Income/(Loss) and Net Income/(Loss) Per Share Excluding Certain Items
 
 
In addition to net income/(loss) and net income/(loss) per share presented in accordance with GAAP, the Company has also presented net income/(loss) and net income/(loss) per share for the three months ended December 24, 2009 excluding the after-tax impact of non-cash charges related to impairment and excess depreciation related to remodeling activity.  Management believes that investors find this information useful as a reflection of the Company’s underlying operating performance and that this information facilitates comparisons between the Company and other companies in its industry.  Management uses these measures as part of its preparation of operating plans, budgets and forecasts and in its assessment of the Company’s historical performance.
 
 

 
 
Additional Information Regarding Non-GAAP Measures
 
 
Any measure that excludes interest expense, gain/loss on extinguishment of debt, depreciation and amortization, or impairment charges has material limitations because the Company uses debt and lease financing in order to finance its operations and acquisitions, uses capital and intangible assets in its business, and must pay income taxes as a necessary element of its operations. Due to these limitations, the Company uses non-GAAP measures in addition to and in conjunction with results and cash flows 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, the measures referenced above, 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 these measures with non-GAAP financial measures having the same or similar names used by other companies.
 
 
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 February 7, 2011, the Company operated 1,662 stores in thirteen states under select banners, including Kangaroo Express(R), its primary operating banner. The Pantry's stores offer a broad selection of merchandise, as well as fuel and other ancillary services designed to appeal to the convenience needs of its customers.
 
 
Safe Harbor Statement
 
 
Statements made by the Company in this press release relating to future plans, events, or financial performance are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company's current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements. Any number of factors could affect actual results and events, including, without limitation: the ability of the Company to take advantage of expected synergies in connection with acquisitions; the actual operating results of stores acquired; the Company's ability to enhance its operating performance through its in-store initiatives; the ability of the Company to identify, acquire and integrate acquisitions into its operations; fluctuations in domestic and global petroleum and fuel markets; realizing expected benefits from the Company's fuel supply agreements; changes in the competitive landscape of the convenience store industry, including fuel stations and other non-traditional retailers located in the Company's markets; the effect of national and regional economic conditions on the convenience store industry and the Company's markets; the global financial crisis and uncertainty in global economic conditions; wholesale cost increases of, and tax increases on, tobacco products; the effect of regional weather conditions and climate change on customer traffic and spending; legal, technological, political and scientific developments regarding climate change; financial difficulties of suppliers, including the Company's principal suppliers of fuel and merchandise, and their ability to continue to supply its stores; the Company's financial lever age and debt covenants; environmental risks associated with selling petroleum products; and governmental laws and regulations, including those relating to the environment. These and other risk factors are discussed in the Company's Annual Report on Form 10-K and in its other filings with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release are based on the Company's estimates and plans as of February 7, 2011.  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.
 

 
 

 

 

 
The Pantry, Inc.
Unaudited Consolidated Statements of Operations and Selected Financial Data
(In thousands, except per share and per gallon amounts, margin data and store count)
                     
 
  
Quarter Ended
     
 
  
December 30,
 2010
   
December 24,
 2009
     
 
  
(13 weeks)
   
(13 weeks)
     
Revenues:
  
                 
Merchandise
  
$
419,865
 
   
$
417,572
 
     
Fuel
  
 
1,383,941
 
     
1,318,826
 
     
Total revenues
  
 
1,803,806
     
1,736,398
     
                     
Costs and operating expenses:
  
                 
Merchandise cost of goods sold
  
 
279,316
     
281,284
     
Fuel cost of goods sold
   
1,333,192
     
1,261,838
     
Store operating
   
131,884
     
130,849
     
General and administrative
  
 
28,131
     
22,104
     
Impairment charges
   
---
     
32,637
     
Depreciation and amortization
  
 
28,831
     
28,969
     
Total costs and operating expenses
  
 
1,801,354
     
1,757,681
     
                     
Income (loss) from operations
  
 
2,452
     
(21,283)
     
                     
Interest expense, net
                   
Interest on lease finance obligations
   
10,477
     
10,597
     
Interest expense – all other, net
   
10,479
     
11,158
     
Total interest expense, net
  
 
20,956
     
21,755
     
                     
Loss before income taxes
  
 
(18,504)
     
(43,038)
     
                     
Income tax benefit
  
 
6,307
     
16,969
     
                     
Net loss
  
$
(12,197)
   
$
(26,069)
     
                     
Earnings per share:
  
                 
Net loss per diluted share
  
$
(0.54)
   
$
(1.17)
     
Diluted shares outstanding
  
 
22,404
     
22,279
     
                     
Selected financial data:
 
                   
Adjusted EBITDA
 
$
31,283
   
$
40,323
     
Payments made for lease finance obligations
   
11,953
     
11,952
     
Merchandise gross profit
 
$
140,549
   
$
136,288
     
Merchandise margin
   
33.5%
     
32.6%
     
Retail fuel data:
 
                   
Gallons
   
487,141
     
518,144
     
Margin per gallon (1)
 
$
0.104
   
$
0.109
     
Retail price per gallon
 
$
2.81
   
$
2.52
     
Total fuel gross profit
 
$
50,749
   
$
56,988
     
                     
Comparable store data:
 
                   
Merchandise sales %
   
1.3%
     
5.2%
     
Fuel gallons %
   
-5.2%
     
0.8%
     
                     
Number of stores:
                   
End of period
   
1,669
     
1,658
     
Weighted-average store count
   
1,644
     
1,668
     
                     
                     

(1)  
Fuel margin per gallon represents fuel revenue less cost of product and expenses associated with credit card processing
fees and repairs and maintenance on fuel equipment.  Fuel margin per gallon as presented may not be comparable to
similarly titled measures reported by other companies.

 
 

 



The Pantry, Inc.
 
Unaudited Condensed Consolidated Balance Sheets
 
(In thousands)
 
 
  
December 30, 2010
   
September 30, 2010
 
  
       
ASSETS
  
           
Cash and cash equivalents
  
$
132,253
   
$
200,637
Receivables, net
  
 
107,788
     
92,118
Inventories
  
 
144,973
     
130,949
Other current assets
   
42,721
     
33,316
Total current assets
  
 
427,735
     
457,020
               
Property and equipment, net
  
 
1,024,595
     
1,005,152
Goodwill
  
 
430,361
     
403,193
Other noncurrent assets
  
 
33,624
     
31,085
Total assets
  
$
1,916,315
   
$
1,896,450
LIABILITIES AND SHAREHOLDERS' EQUITY
  
           
Current maturities of long-term debt
  
$
8,360
   
$
6,321
Current maturities of lease finance obligations
  
 
7,029
     
7,024
Accounts payable
  
 
159,494
     
144,358
Other accrued liabilities
  
 
107,897
     
114,031
Total current liabilities
  
 
282,780
     
271,734
               
Long-term debt
  
 
752,236
     
753,020
Lease finance obligations
  
 
450,843
     
450,312
Deferred income taxes
  
 
59,404
     
38,388
Deferred vendor rebates
  
 
10,047
     
10,212
Other noncurrent liabilities
  
 
63,512
     
64,675
Total shareholders’ equity
  
 
297,493
     
308,109
Total liabilities and shareholders’ equity
  
$
1,916,315
   
$
1,896,450
 
  
           


 
 

 


The Pantry, Inc.
Reconciliation of Non-GAAP Financial Measures
(In thousands)
 
   
 
Quarter Ended
 
December 30, 2010
   
December 24, 2009
             
Adjusted EBITDA
$
31,283
   
$
40,323
Impairment charges
 
---
     
(32,637)
Interest expense, net
 
(20,956)
     
(21,755)
Depreciation and amortization
 
(28,831)
     
(28,969)
Income tax benefit
 
6,307
     
16,969
Net loss
$
(12,197)
   
$
(26,069)
             
Adjusted EBITDA
$
31,283
   
$
40,323
Interest expense, net
 
(20,956)
     
(21,755)
Income tax benefit
 
6,307
     
16,969
Stock-based compensation expense
 
707
     
873
Changes in operating assets and liabilities
 
(30,458)
     
(10,920)
Provision (benefit) for deferred income taxes
 
12,882
     
(6,633)
Other
 
2,034
     
2,673
Net cash provided by operating activities
$
1,799
   
$
21,530
             
Additions to property and equipment, net
$
(21,252)
   
$
(9,080)
Acquisitions of businesses, net
 
(47,564)
     
10
Net cash used in investing activities
$
(68,816)
   
$
(9,070)
             
Net cash used in financing activities
$
(1,367)
   
$
(2,823)
             

   
Quarter Ended
   
December 24, 2009
             
   
Pre Tax
 
After Tax
 
EPS
             
Loss, as reported
 
$(43,038)
 
$(26,069)
 
$(1.17)
Impairment charges
 
32,637
 
19,954
 
0.90
Remodeling charges
 
 
483
 
295
 
0.01
Loss, as adjusted
 
$(9,918)
 
$(5,820)
 
$(0.26)
             

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