-----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, LTjPvKYEoAVxsmsjqTB/c7V01lfSTlKN7kxFhrYnqwMXF1JOwhRrE8jjrA1KgURw VkXgqXSVQgqLOtCObTqf9g== 0000950116-03-003098.txt : 20030630 0000950116-03-003098.hdr.sgml : 20030630 20030630124412 ACCESSION NUMBER: 0000950116-03-003098 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A C MOORE ARTS & CRAFTS INC CENTRAL INDEX KEY: 0001042809 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 223527763 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23157 FILM NUMBER: 03763310 BUSINESS ADDRESS: STREET 1: 500 UNIVERSITY COURT CITY: BLACKWOOD STATE: NJ ZIP: 08012 BUSINESS PHONE: 6092286700 MAIL ADDRESS: STREET 1: 500 UNIVERSITY COURT CITY: BLACKWOOD STATE: NJ ZIP: 08012 11-K 1 eleven-k.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) /x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the fiscal year ended December 31, 2002 or / / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _____ to _____ Commission file number 000-23157 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: A. C. MOORE ARTS & CRAFTS, INC. 401(K) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: A. C. MOORE ARTS & CRAFTS, INC. 500 University Court Blackwood, NJ 08012 A. C. MOORE ARTS & CRAFTS, INC. 401(K) PLAN In 1999, A. C. Moore Arts & Crafts, Inc. (the "Employer" or the "Company") established the A. C. Moore Arts & Crafts, Inc. 401(k) Plan (the "Plan"). The name of the issuer of the securities held pursuant to the Plan and the address of its principal executive office is A. C. Moore Arts & Craft, Inc., 500 University Court, Blackwood, NJ 08012. Contributions Under the Plan. Employees may elect to contribute up to 20 percent of their annual compensation, not to exceed $11,000 for 2002. The Company made a matching contribution of 25 percent of the first 6 percent of the employee compensation contributed as an elective deferral subject to a maximum of $1,500 for 2002. Administration of the Plan. An officer of the Company at its principal executive office administers the Plan. Certain administrative functions may be delegated to employees of the Company. Officers and employees do not receive compensation from the Plan. Custodian of Investments. The assets of the Plan are held in trust and managed by the Plan's trustee Frontier Trust Company. BISYS Plan Services provides record keeping services for the Plan's trustee. Reports to Participating Employees: Each participant in the Plan receives quarterly statements of their accounts each plan year. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the administrator has duly caused this annual report to be signed on behalf of the Plan by the undersigned hereunto duly authorized. A. C. MOORE ARTS & CRAFTS, INC. 401(K) PLAN Date: June 27, 2003 By: LORI LUCENTE-MCKEAGE Lori Lucente-McKeage Administrator A.C. MOORE ARTS & CRAFTS, INC. 401(k) PLAN Financial Statements December 31, 2002 A.C. Moore Arts & Crafts, Inc. 401(k) Plan December 31, 2002 CONTENTS Page ---- Independent Auditors' Report 1 Financial Statements: Statement of Net Assets Available for Benefits as of December 31, 2002 and 2001 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2002 3 Notes to Financial Statements 4 - 7 Supplementary Information: Schedule of Assets Held for Investment Purposes as of December 31, 2002 8 INDEPENDENT AUDITORS' REPORT To the Trustees A.C. Moore Arts & Crafts, Inc. 401(k) Plan Blackwood, New Jersey We were engaged to audit the financial statements and supplemental schedule of the A.C. Moore Arts & Crafts, Inc. 401(k) Plan (the "Plan") as of December 31, 2002 and 2001, and for the years then ended as listed in the accompanying table of contents. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplemental schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and supplemental schedule referred to above present fairly, in all material respects, the net assets available for benefits of the A.C. Moore Arts & Crafts, Inc. 401(k) Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Stockton Bates, LLP Certified Public Accountants Philadelphia, Pennsylvania May 21, 2003 Page 2 A.C. Moore Arts & Crafts, Inc. 401(k) Plan Statement Of Net Assets Available For Benefits December 31: 2002 2001 - ------------------------------------------------------------------------------ ASSETS: Cash $ 23,025 $ 1,483 - ------------------------------------------------------------------------------ Investments, at fair value: Corporate stocks - common 2,108,410 2,043,514 Common/collective trusts 699,079 508,714 Registered investment companies 2,690,934 2,443,226 Participant loans 213,203 94,427 - ------------------------------------------------------------------------------ Total investments 5,711,626 5,089,881 Receivables: Employer contributions 3,983 14,935 Employees' contributions 25,395 84,801 - ------------------------------------------------------------------------------ 29,378 99,736 - ------------------------------------------------------------------------------ Total assets 5,764,029 5,191,100 LIABILITIES - - - ------------------------------------------------------------------------------ NET ASSETS AVAILABLE FOR BENEFITS $5,764,029 $5,191,100 ============================================================================== See Accompanying Notes Page 3 A.C. Moore Arts & Crafts, Inc. 401(k) Plan Statement Of Changes In Net Assets Available For Benefits Year Ended December 31, 2002: - -------------------------------------------------------------------------------- ADDITIONS: Additions to net assets attributable to: Investment income: Net depreciation in fair value of investments (See Note 4) ($1,067,441) Interest and dividends 88,765 - ------------------------------------------------------------------------------- (978,676) Contributions: Employer 273,192 Participants 1,802,611 - -------------------------------------------------------------------------------- 2,075,803 - ------------------------------------------------------------------------------- Total additions 1,097,127 DEDUCTIONS: Deductions from net assets attributed to: Benefits paid to participants 523,416 Administrative expenses 782 - -------------------------------------------------------------------------------- Total deductions 524,198 - ------------------------------------------------------------------------------- Net increase 572,929 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 5,191,100 - ------------------------------------------------------------------------------- End of year $5,764,029 =============================================================================== See Accompanying Notes Page 4 A.C. Moore Arts & Crafts, Inc. 401(k) Plan Notes To Financial Statements December 31, 2002 1. DESCRIPTION OF PLAN: The following description of the A.C. Moore Arts & Crafts, Inc. 401(k) Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The A.C. Moore Arts & Crafts, Inc. 401(k) Plan (the Plan) was established in 1999 by A.C. Moore Arts & Crafts, Inc. (the Company) to provide for retirement income and financial protection in the event of death or retirement of covered employees and to provide for the financial protection and compensation of employees in the event of permanent disability. The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Substantially all administrative expenses are paid directly by the Company. All employees of the employer and participating affiliates who are at least 21 years of age and have completed 1/4 year of service are eligible to participate in this Plan, except non-resident aliens, and employees who are members of a union who bargained separately for retirement benefits during negotiations. Employees will become a participant in the Plan on the entry date coincident with or next following the date they meet the participation requirements. The entry dates for the Plan are the first day of each month. Employees may elect to contribute up to 20 percent of their annual compensation, not to exceed $11,000 for 2002. The Company made a matching contribution of 25 percent of the first 6 percent of the employee compensation contributed as an elective deferral subject to a maximum of $1,500 for 2002. Each participant's account is credited with the participant's and employer's contribution and related plan earnings, transfer contributions and rollovers. Allocations are based on participant earnings or account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. BISYS Plan Services provides record keeping services for the Plan's Trustee. During 2001, the Plan changed trustees from Merrill Lynch Trust Service to Frontier Trust Company, FSB. The employees' and employer's contributions were deposited in a fund held by the Trustee during the year. Participants may direct the investment of their account balances among alternative investment funds provided under the Plan. Participants are immediately vested in their voluntary contributions and any transfers or rollovers plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service. A participant is 100 percent vested after 3 years of credited service. On termination of service, the normal form of payment to a participant is a lump sum. An optional form of payment is installments payable in cash or in kind, or part cash and part in kind over a period not to exceed the participant's expected lifetime, or the joint future lifetime of the participant and spouse. Page 5 A.C. Moore Arts & Crafts, Inc. 401(k) Plan Notes To Financial Statements December 31, 2002 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting: The accompanying financial statements have been prepared on the accrual basis of accounting. Valuation of Investments: The Plan's investments at December 31, 2002 consist of shares in pooled investment funds and common stock of A.C. Moore Arts & Crafts, Inc. (plan sponsor) held and managed by Frontier Trust Company, FSB. Security transactions in these funds and common stock are recorded on a trade date basis. The value of the funds and common stock fluctuate to reflect the fair market values of the securities held in these funds. Use of Estimates: Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses. Actual results could differ from those estimates. Forfeitures: Employer contributions for the years ended December 31, 2002 and 2001 were reduced by $8,716 and $15,451, respectively, from forfeited nonvested accounts. At December 31, 2002 forfeited nonvested accounts totaled $26,442. Loans: Loans are available to all participants in the Plan on a uniform and nondiscriminatory basis. Loans must bear a reasonable rate of interest and be adequately secured. A participant may borrow any amount up to 50% of their vested account balance, subject to a maximum of $50,000 minus their highest outstanding loan amount during the prior twelve months. Repayment of a loan must be made at least quarterly, on an after-tax basis, in level payments of principal and interest, and repaid within five years, except for the purchase of a primary residence. 3. TAX STATUS: The Plan has not yet received a determination letter. However, the plan's administrator and advisors believe that the plan and trust are currently designed and are operating in compliance with the Internal Revenue Code. Therefore, they believe that the plan was qualified and the related trust was tax exempt as of the financial statement date. Page 6 A.C. Moore Arts & Crafts, Inc. 401(k) Plan Notes To Financial Statements December 31, 2002 4. INVESTMENTS: Investments that represents 5% or more of fair value of the Plan's net assets are as follows:
December 31: 2002 2001 ------------------------------------------------------------------------------------------------- A.C. Moore Arts & Crafts, Inc. $2,108,410 $2,043,514 ML Retirement Preservation Trust 682,371 508,714 GM ML Bond Fund Intermediate Term Class A 565,755 Massachusetts Investors Growth Stock Fund 617,291 640,169 ML Basic Value Fund Class A 483,736 ML Basic Value Fund Class D 473,641 State Street Research Aurora Fund 585,830 525,139 ML Core Bond Fund Inter Term Class D 375,829 ML S&P 500 Index Fund Class A 216,488
During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by ($1,067,441) as follows: Registered investment companies ($631,952) Common stock (435,489) ----------------------------------------------------------------------------- ($1,067,441) =============================================================================
5. PLAN TERMINATION: Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event the Plan is terminated, participants will become 100 percent vested in their accounts. Page 7 A.C. Moore Arts & Crafts, Inc. 401(k) Plan Notes To Financial Statements December 31, 2002 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500: A reconciliation of net assets available for benefits as reported on the financial statements to that reported on the Form 5500 follows:
December 31: 2002 2001 --------------------------------------------------------------------------------------------------- Net assets available for benefits per the financial statements $5,764,029 $5,191,100 Receivable employer contributions (3,983) (14,935) Receivable employees' contributions (25,395) (84,801) --------------------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS, PER FORM 5500 $5,734,651 $5,091,364 ===================================================================================================
A reconciliation of net increase in net assets available for benefits as reported on the financial statements to that reported on Form 5500 follows: Year Ended December 31, 2002: --------------------------------------------------------------------------------------------------- Net increase in net assets available for benefits per the financial statements $ 572,929 Difference in employer contributions 10,952 Difference in employees' contributions 59,406 -------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS, PER FORM 5500 $ 643,287 ================================================================================ The above differences are attributable to the financial statements being reported on the accrual basis of accounting, while certain items on Form 5500 are being reported on the cash basis, namely contributions. In addition, unrealized appreciation (depreciation) and dividend income are combined for Form 5500 reporting purposes. SUPPLEMENTARY INFORMATION Page 8 A.C. Moore Arts & Crafts, Inc. 401(k) Plan Plan 001 EI# 22-3527763 Attached to Form 5500, Schedule H, Part IV, (i) Schedule of Assets Held for Investment Purposes At End of Year December 31, 2002: - ------------------------------------------------------------------------------------------------------------------- (a) (b) (e) Par Value/ Market Identity of Issue Units Value - ------------------------------------------------------------------------------------------------------------------- (c) Description of Investment Common Stock: A.C. Moore Arts & Crafts, Inc. 165,885.9 $2,108,410 - ------------------------------------------------------------------------------------------------------------------- 2,108,410 - ------------------------------------------------------------------------------------------------------------------- Common/Collective Trusts: ML Retirement Preservation Trust 682,370.1 682,371 GM ML Retirement Preservation Trust 16,708.1 16,708 - ------------------------------------------------------------------------------------------------------------------- 699,079 - ------------------------------------------------------------------------------------------------------------------- Registered Investment Companies: ML International Equity Fund Class A 21,456.0 143,326 GM ML Basic Value Fund Class A 341.5 7,951 GM ML Bond Fund Intermediate Term Class A 47,823.6 565,755 GM ML International Equity Fund Class A 389.6 2,603 Massachusetts Investors Growth Stock Fund 66,878.8 617,291 ML Basic Value Fund Class A 20,779.0 483,736 ML S&P 500 Index Fund Class C 20,374.0 219,225 PIMCO Innovation Fund Class A 6,055.4 65,217 State Street Research Aurora Fund 22,707.1 585,830 - ------------------------------------------------------------------------------------------------------------------- 2,690,934 - ------------------------------------------------------------------------------------------------------------------- Participant Loans (71 loans at interest ranging from 4.75% to 10.5%): Loan Fund N/A 213,203 - ------------------------------------------------------------------------------------------------------------------- 213,203 - ------------------------------------------------------------------------------------------------------------------- TOTAL $5,711,626 ===================================================================================================================
EX-23 3 ex23.txt EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) and related Prospectus pertaining to A. C. Moore Arts & Crafts, Inc. 401(k) Plan of our report dated May 21, 2003, with respect to the financial statements and supplementary schedule of the A. C. Moore Arts & Crafts, Inc. 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002. STOCKTON BATES, LLP ---------------------- Stockton Bates, LLP Philadelphia, Pennsylvania May 21, 2003 EX-99.1 4 ex99-1.txt EXHIBIT 99.1 CERTIFICATION The undersigned hereby certifies, for the purposes of Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in her capacity as an administrator of the A. C. Moore Arts & Crafts, Inc. 401(k) Plan (the "Plan"), that, to her knowledge, the Annual Report for the Plan on Form 11-K for the period ended December 31, 2002, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects the net assets available for benefits and changes in net assets available for benefits of the Plan. This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such Form 11-K. A signed original of this statement has been provided to the Plan and will be retained by the Plan and furnished to the Securities and Exchange Commission or its staff upon request. Date: June 27, 2003 By: Lori Lucente-McKeage ------------------------------ Lori Lucente-McKeage VP and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----