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 |