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): November 6, 2009

A.C. Moore Arts & Crafts, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-23157	22-3527763
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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:

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 November 6, 2009, A.C. Moore Arts & Crafts, Inc. reported results for the three and nine months period ended October 3, 2009. 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 November 6, 2009.

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: November 6, 2009	By:	/s/ David Stern
		Name:	David Stern
		Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 6, 2009.

EX-99.1

Exhibit 99.1

For:
A.C. Moore Arts & Crafts, Inc.
For More Information Contact:
David Stern, Chief Financial Officer
(856) 768-4943 From:
Gregory FCA Communications, Inc.
For More Information Contact:
Joe Hassett
(610) 642-8253

A.C. Moore Reports Third Quarter 2009 Results

Berlin, New Jersey, November 6, 2009 — A.C. Moore Arts & Crafts, Inc. (NASDAQ: ACMR) (the “Company” or “A.C. Moore”) today announced results for the three and nine month periods ended October 3, 2009.

Sales for the third quarter of fiscal 2009 were $106.1 million, compared to sales of $116.7 million during the third quarter of fiscal 2008. Sales were impacted by operating two fewer stores than during the same period in 2008 and by a decrease in comparable store sales of 7.7%. Pre-tax loss for the quarter was $12.9 million, compared to a pre-tax loss of $4.4 million for the quarter last year. In the third quarter of 2008, the Company recorded a valuation allowance against the net deferred tax asset which resulted in income tax expense of $3.1 million, or $0.15 per share. Net loss for the quarter was $12.9 million, or $0.53 cents per share, compared to a net loss of $7.5 million, or $0.37 per share, for the comparable period last year.

Sales for the nine months ended October 3, 2009 were $319.2 million, compared to sales of $369.6 million during the comparable period of 2008. Sales were impacted by operating fewer stores than during the first nine months in 2008 and by a decrease in comparable store sales of 11.7%. Net loss for the nine months ended October 3, 2009 was $25.4 million, or $1.16 per share, compared to a net loss of $13.6 million, or $0.67 per share, for the same period last year. Prior year results include charges related to the non-cash fixed asset impairment of $0.07 per share.

Rick Lepley, Chief Executive Officer, said, “We were highly promotional in the quarter which adversely affected our margins. However, we are encouraged with the customer count increase from the second quarter, suggesting that shoppers were pleased with our advertising message and promotions.”

The Company will host a conference call beginning at 8:30 a.m., Eastern Time, on Friday, November 6, 2009 to discuss third quarter 2009 results. To participate in the conference call, please dial (888) 503-8163 and provide the operator with passcode #7326849. If you are unable to access the live call, please dial (888) 203-1112 and enter pin #7326849 to access the taped digital replay. The replay will be available at approximately 9:30 a.m. ET on November 6, 2009 and will remain available until November 13, 2009 at 11:59 p.m.

A simultaneous webcast of the conference call may be accessed at www.acmoore.com. Go to “About Us” 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 approximately two hours after the conference call ends on the Company’s website.

About A.C. Moore:

A.C. Moore is a specialty retailer of arts, crafts and floral merchandise for a wide range of customers. The Company currently serves customers through its 134 stores located in the Eastern United States from Maine to Florida and nationally via its e-commerce 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. 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 failure to consummate our identified strategic objectives, the effect of economic conditions and fuel prices, our ability to implement our business and operating initiatives to improve sales and profitability, our ability to comply with the terms of our credit facility, our ability to comply with NASDAQ listing requirements, changes in the labor market and our ability to hire and retain associates and members of senior management, the impact of existing or future government regulation, our ability to increase the number of stores we operate and the profitability of existing stores, how well we manage our growth, execution and results of our real estate strategy, competitive pressures, customer demand and trends in the arts and crafts industry, inventory risks, the impact of unfavorable weather conditions, disruption in our operations or supply chain, changes in our relationships with suppliers, 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 and other risks detailed in the Company’s Securities and Exchange Commission (“SEC”) filings. A.C. Moore undertakes no obligation to update or revise any forward-looking statement whether as the result of new developments or otherwise.

[Tables Follow]

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

	October 3,		January 3,		September 30,
	2009		2009		2008
ASSETS
Current assets:
Cash and cash equivalents	$	31,326	$	74,437	$	46,756
Inventories		138,151		109,365		142,004
Prepaid expenses and other current assets		5,964		14,851		8,907
		175,441		198,653		197,667
Non-current assets:
Property and equipment, net		88,069		92,403		98,510
Other assets		2,485		2,690		2,544
	$	265,995	$	293,746	$	298,721
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	19,000	$	29,071	$	12,571
Trade accounts payable		44,187		39,274		42,346
Other current liabilities		22,666		28,234		17,707
		85,852		96,579		72,624
Non-current liabilities:
Long-term debt		—		—		17,143
Deferred tax liability and other		2,722		4,560		3,742
Accrued lease liability		17,242		18,307		19,087
		19,964		22,867		39,972
		105,816		119,446		112,596
Shareholders’ equity		160,179		174,300		186,125
	$	265,995	$	293,746	$	298,721

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

	Quarter Ended						Nine Months ended
	October 3,			September 30,			October 3,			September 30,
	2009			2008			2009			2008
Net sales	$	106,083		$	116,661		$	319,172		$	369,635
Cost of sales (including buying and distribtuion costs)		65,350			66,228			188,428			212,728
Gross margin		40,733			50,433			130,744			156,907
Selling, general and administrative expenses		53,177			53,390			154,221			166,657
Store pre-opening and closing expenses		250			1,328			932			3,284
Loss from operations		(12,694	)		(4,285	)		(24,409	)		(13,034	)
Net interest expense		191			158			885			529
Loss before income taxes		(12,885	)		(4,443	)		(25,294	)		(13,563	)
Provisions for income taxes		24			3,096			72			8
Net loss	$	(12,909	)	$	(7,539	)	$	(25,366	)	$	(13,571	)
Basic net loss per share	$	(0.53	)	$	(0.37	)	$	(1.16	)	$	(0.67	)
Diluted net loss per share	$	(0.53	)	$	(0.37	)	$	(1.16	)	$	(0.67	)
Basic weighted average shares outstanding		24,324,860			20,299,501			21,913,991			20,298,961
Diluted weighted average shares outstanding		24,324,860			20,299,501			21,913,991			20,298,961