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 21, 2008

A.C. Moore Arts & Crafts, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-23157	22-3527763
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

130 A.C. Moore Drive, Berlin, NJ	08009
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (856) 768-4930

Not Applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

Item 7.01 Regulation FD Disclosure.

On March 21, 2008, A.C. Moore Arts & Crafts, Inc. (the “Company”) reported results for the three months and year ended December 31, 2007. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	99.1	Press release dated March 21, 2008.

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.

	A.C. MOORE ARTS & CRAFTS, INC.
Date: March 24, 2008	By:	/s/ Amy Rhoades
		Name:	Amy Rhoades
		Title:	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release dated March 21, 2008.

EX-99.1

Exhibit 99.1

For:	From:
A.C. Moore Arts & Crafts, Inc.	Gregory FCA Communications, Inc.
For More Information Contact:	For More Information Contact:
Marc Katz, Chief Financial Officer	Joe Hassett
(856) 768-4957	(610) 642-8253

A.C. Moore Reports Fourth Quarter and 2007 Financial Results

• Full Year 2007 EPS of $0.19 versus Restated 2006 Loss of ($0.02)

• Gross Margin Improves 240 Basis Points over Restated 2006

• Restated Financials To Be Filed Next Week

Berlin, New Jersey, March 21, 2008 — A.C. Moore Arts & Crafts, Inc. (Nasdaq: ACMR) (the “Company” or “A.C. Moore”) today announced results for the fourth quarter and year ended December 31, 2007. Results for 2006 set forth below are on a restated basis.

Net income in the fourth quarter was $4.7 million, or $0.23 per share, compared with net income of $4.9 million, or $0.24 per share, in the fourth quarter of 2006. Fourth quarter 2007 results include costs of $0.02 per share related to the inventory restatement, costs of $0.02 per share related to the closing of two store locations and $0.01 per share related to interest accrued on a tax settlement. Fourth quarter 2006 results included costs of $0.04 per share related to a store closure and lease termination and $0.01 per share related to management change costs.

The net income for the year ended December 31, 2007 was $3.8 million, or $0.19 per share, versus a net loss of $0.4 million, or $0.02 per share, in the same period in 2006. Results for the year ended December 31, 2007 include the costs mentioned in the fourth quarter as well as $0.03 per share related to a one-time legal settlement and $0.01 per share for management change costs. Results for 2006 included expenses of $0.10 per share for management change costs and $0.04 per share related to a store closure and lease termination.

Rick A. Lepley, Chief Executive Officer, stated, “We are relieved to have identified the inventory valuation error and culminate six months of hard work with the filing of our third quarter 2007 Form 10-Q and our restated financials next week.”

Mr. Lepley continued, “We are also pleased to have maintained a respectable cash position throughout the year. While we have posted increases in gross margin rate and EPS, we must continue to focus on execution at the corporate and store level to improve profitability. This is especially important in light of the macroeconomic headwinds we may be facing in this second year of our three year turnaround plan.”

The Company will host a conference call beginning at 8:00 a.m., Eastern Time, on Monday, March 24, 2008 to discuss fourth quarter and fiscal 2007 results. To participate in the conference call, please call 800-559-6679 and provide the operator with passcode #39971119. If you are unable to access the live call, please dial 800-642-1687 and enter pin #39971119 to access the taped digital replay. The replay will be available at approximately 10:00 a.m. ET on March 24, 2008 and will remain available until April 7, 2008 at 11:59 p.m.

A simultaneous webcast of the conference call may be accessed at www.acmoore.com. Go to “Investor Relations” and click on “Corporate Profile.” To listen to the live call via webcast, please go to the Company’s website at least 15 minutes early to register, download and install any necessary audio software. An archive of the conference call will be available on the Company’s website approximately two hours after the conference call ends.

About A.C. Moore:

A.C. Moore provides a vast assortment of traditional and contemporary arts and crafts merchandise for a wide range of customers. The Company serves customers through its 136 stores located in the Eastern United States from Maine to Florida and nationally via its ecommerce site, www.acmoore.com. For more information about A.C. Moore, visit our website at www.acmoore.com.

This press release contains statements that are forward-looking within the meaning of applicable federal securities laws and are based on A.C. Moore’s current expectations and assumptions as of this date. The Company undertakes no obligation to update or revise any forward-looking statement whether as the result of new developments or otherwise. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Factors that could cause actual results to differ from those anticipated include, but are not limited to, the Company’s ability to implement its business and operating initiatives to improve profitability, customer demand and trends in the arts and crafts industry, inventory risks, the effect of economic conditions and gasoline prices, the impact of unfavorable weather conditions, the impact of competitors’ locations or pricing, the availability of acceptable real estate locations for new stores, difficulties with respect to new system technologies, difficulties in implementing measures to reduce costs and expenses and improve margins, supply constraints or difficulties, the effectiveness of and changes to advertising strategies, difficulties in determining the outcome and impact of litigation, the impact of the threat of terrorist attacks and war, the Company’s ability to maintain an effective system of internal control over financial reporting, the results of the Company’s review of its inventory accounting practices, the Company’s ability to regain compliance with Nasdaq listing standards, the Company’s ability to meet its expected filing date for the Form 10-Q for the third quarter of 2007 and any prior financial statements requiring restatement and other risks detailed in the Company’s Securities and Exchange Commission filings.

[Tables to Follow]

A.C. MOORE ARTS & CRAFTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(dollars in thousands, except per share data)

	Three months ended					Twelve months ended
	December 31,					December 31,
	2007		2006 (as restated)			2007			2006 (as restated)
Net sales	$	177,266	$	197,837		$	559,693		$	589,506
Cost of sales		108,604		127,915			330,962			362,678
Gross Margin		68,662		69,922			228,731			226,828
Selling, general and administrative expenses		60,133		58,913			220,218			219,298
Costs related to change in management		—		458			435			3,376
Store pre-opening expenses		1,155		1,016			2,608			3,241
Income (Loss) from operations		7,374		9,535			5,470			913
Net interest expense (income)		323		(18	)		(206	)		323
Income before income taxes		7,051		9,553			5,676			590
Provisions (Benefit) for income taxes		2,400		4,626			1,893			996
Net income (loss)	$	4,651	$	4,927		$	3,783		$	(406	)
Basic net income (loss) per share	$	0.23	$	0.25		$	0.19		$	(0.02	)
Diluted net income (loss) per share	$	0.23	$	0.24		$	0.19		$	(0.02	)
Weighted average shares outstanding		20,298,601		20,086,330			20,245,964			19,929,185
Weighted average shares outstanding plus impact of stock options		20,345,510		20,191,580			20,349,023			19,929,185

A.C. MOORE ARTS & CRAFTS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

	December 31,
	2007		2006 (as restated)
ASSETS
Current assets:
Cash and cash equivalents	$	65,195	$	76,120
Inventories		128,391		122,450
Prepaid expenses and other current assets		26,884		19,017
		220,470		217,587
Property and equipment, net		99,328		95,268
Other assets		2,092		1,409
	$	321,890	$	314,264
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	2,571	$	2,571
Trade accounts payable		48,780		48,703
Other current liabilities		24,082		23,107
		75,433		74,381
Non-current liabilities:
Long-term debt		19,071		21,643
Deferred tax and other liabilities		8,719		6,605
Accrued lease liability		19,067		19,430
		46,857		47,678
		122,290		122,059
Shareholders’ Equity		199,600		192,205
	$	321,890	$	314,264