-----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, BPyPBp6+fhlw6nNrZIUWlPoPQNTaKxPpuC+mW1Mw0DsIl4dU9NIRSBIqElvFZyuX 7cL00AVZkSP5GWckrIYNIw== 0000950116-06-000638.txt : 20060223 0000950116-06-000638.hdr.sgml : 20060223 20060223102643 ACCESSION NUMBER: 0000950116-06-000638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060223 DATE AS OF CHANGE: 20060223 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23157 FILM NUMBER: 06637938 BUSINESS ADDRESS: STREET 1: 130 A.C. MOORE DRIVE CITY: BERLIN STATE: NJ ZIP: 08009 BUSINESS PHONE: (856) 768-4930 MAIL ADDRESS: STREET 1: 130 A.C. MOORE DRIVE CITY: BERLIN STATE: NJ ZIP: 08009 FORMER COMPANY: FORMER CONFORMED NAME: A C MOORE ARTS & CRAFTS INC DATE OF NAME CHANGE: 19970722 8-K 1 eight-k.txt 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) February 22, 2006 ------------------------- 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 of incorporation) Identification No.) 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 (see General Instruction A.2. below): |_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Amendment to Material Agreement On February 22, 2006, A.C. Moore Arts & Crafts, Inc. (the "Company"), its subsidiaries and Wachovia Bank, National Association entered into a Promissory Note and Loan Modification Agreement related to the Company's $25.0 million line of credit agreement with Wachovia Bank. The purpose of this amendment was to increase the aggregate amount available under the line of credit from $25.0 million to $35.0 million and to extend the expiration date from May 1, 2006 to May 31, 2007. As of the date of this Current Report on Form 8-K, there were no borrowings outstanding under this agreement. Description of Relationship Between the Company and Wachovia Bank As described above, the Company and its subsidiaries are parties to a $35.0 million line of credit agreement with Wachovia Bank. In addition, the Company maintains two mortgage agreements with Wachovia Bank relating to its new corporate offices and distribution center. Of the original $30.0 million aggregate amount of the two mortgages, $26.4 million was outstanding as of the date of this Current Report. The mortgages are secured by land, building and equipment. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 23, 2006, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description ----------- ----------- 99.1 Press release dated February 23, 2006. 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: February 23, 2006 By: /s/ Leslie H. Gordon -------------------------------------- Name: Leslie H. Gordon Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press release dated February 23, 2006. EX-99 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 ------------ [GRAPHIC OMITTED]A.C.MOORE General Office o Distribution Center - -------------------------------------------------------------------------------- 130 A.C. Moore Drive o Berlin, NJ 08009 PHONE: (856) 768-4930 o FAX: (856) 753-4723 FOR: FROM: A.C. Moore Arts & Crafts, Inc. Gregory FCA Communications, Inc. Leslie Gordon For More Information Contact: Chief Financial Officer Joe Crivelli (856) 768-4930 (610) 642-8253 FOR IMMEDIATE RELEASE --------------------- A.C. MOORE REPORTS FULL YEAR EARNINGS OF $0.50 PER SHARE BERLIN, NEW JERSEY, FEBRUARY 23, 2006 - A.C. Moore Arts & Crafts, Inc. (Nasdaq: ACMR) announced today that sales for the fourth quarter ended December 31, 2005 were $188.0 million, an increase of 6.1% over sales of $177.3 million for the fourth quarter ended December 31, 2004. Same store sales decreased 4.0% versus the previous year. Net income for the fourth quarter ended December 31, 2005 was $10.7 million or $0.53 per fully-diluted share compared to a net income of $14.4 million or $0.72 per fully-diluted share for the comparable prior period. Sales for the year ended December 31, 2005 were a record $539.4 million, an increase of 8.4% over sales of $497.6 million during the year ended December 31, 2004. Same store sales declined by 2.6% for the year. Net income for the year 2005 was $10.0 million or $0.50 per fully-diluted share, compared to net income of $16.8 million or $0.84 per fully-diluted share in 2004. Jack Parker, Chief Executive Officer, said, "We were disappointed with our 2005 results. Thus far in 2006, as we anticipated, sales in yarn continue to decline, but we are encouraged with the sales in many of our other categories. We re-iterate our forecast for 2006 net income to be in the range of $0.71 to $0.76 per fully-diluted share." A. C. Moore will host a conference call today, Thursday, February 23, 2006 at 11:00 a.m. EST to discuss the results. To participate, please call 973 409-9254 and give the operator pin number 7056603. If you are unable to access the live call, please dial 973-341-3080 and enter pin number 7056603 to access the taped digital replay. The replay will be available at approximately 1:00 p.m. on February 23rd and will remain available until Wednesday, March 8th at 11:59 p.m. A simultaneous webcast of the conference call may be accessed at http://www.acmoore.com. Go to "Investor Relations" and click on "Corporate Profile." To listen to the live call, please go to the web site at least fifteen minutes early to register, download and install any necessary audio software. An archive of the conference call will be available approximately two hours after the conference call ends and will remain available on the company's website until February 23, 2007. The company plans to release its first quarter 2006 sales results on Thursday, April 6, 2006. The company also plans to release its first quarter 2006 earnings on Thursday, April 20, 2006, and will host a conference call at 11:00 AM EDT on that date to discuss the results. A. C. Moore operates arts and crafts stores that offer a vast assortment of traditional and contemporary arts and crafts merchandise for a wide range of customers. The Company operates 110 stores on the eastern United States. For more information about the Company, 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 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 impact of the adoption of FAS 123R, customer demand and trends in the arts and crafts industry, related inventory risks due to shifts in customer demand, the effect of economic conditions, the impact of adverse 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, supply constraints or difficulties, the effectiveness of advertising strategies, the impact of the threat of terrorist attacks and war, and other risks detailed in the Company's Securities and Exchange Commission filings.
A.C. MOORE ARTS & CRAFTS, INC. CONSOLIDATED STATEMENT OF INCOME (dollars in thousands, except per share data) (unaudited) Three months ended Year ended December 31, December 31, --------------------------- --------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net sales $ 187,974 $ 177,250 $ 539,436 $ 497,626 Cost of sales 115,628 104,471 326,581 299,872 ------------ ------------ ------------ ------------ Gross Margin 72,346 72,779 212,855 197,754 Selling, general and administrative expenses 53,842 47,686 192,878 166,485 Store pre-opening expenses 1,160 1,579 3,459 4,036 ------------ ------------ ------------ ------------ Income from operations 17,344 23,514 16,518 27,233 Net interest expense (income) 126 66 450 (163) ------------ ------------ ------------ ------------ Income before income taxes 17,218 23,448 16,068 27,396 Provisions for income taxes 6,478 9,028 6,026 10,548 ------------ ------------ ------------ ------------ Net income $ 10,740 $ 14,420 $ 10,042 $ 16,848 ============ ============ ============ ============ Basic net income per share $ 0.54 $ 0.74 $ 0.51 $ 0.86 ============ ============ ============ ============ Diluted net income per share $ 0.53 $ 0.72 $ 0.50 $ 0.84 ============ ============ ============ ============ Weighted average shares outstanding 19,816,074 19,604,070 19,757,988 19,481,623 ============ ============ ============ ============ Weighted average shares outstanding plus impact of stock options 20,104,802 20,167,269 20,149,184 20,011,503 ============ ============ ============ ============
A.C. MOORE ARTS & CRAFTS, INC. CONSOLIDATED BALANCE SHEETS (dollars in thousands) (unaudited) December 31, ------------------- 2005 2004 -------- -------- ASSETS Current assets: Cash and cash equivalents $ 57,748 $ 48,428 Marketable securities 5,224 17,558 Inventories 152,646 142,832 Prepaid expenses and other current assets 7,634 10,328 -------- -------- 223,252 219,146 Property and equipment, net 88,098 83,219 Other assets 1,407 1,747 -------- -------- $312,757 $304,112 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 2,571 $ 2,571 Trade accounts payable 46,445 50,256 Other current liabilities 15,651 15,905 -------- -------- 64,667 68,732 -------- -------- Long-term liabilities: Long-term debt 24,215 26,786 Deferred tax liability 8,039 8,584 Accrued lease liability 17,327 13,795 -------- -------- 49,581 49,165 -------- -------- 114,248 117,897 -------- -------- Shareholders' Equity 198,509 186,215 -------- -------- $312,757 $304,112 ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----