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): May 6, 2010

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 May 6, 2010, A.C. Moore Arts & Crafts, Inc. reported results for the three months ended April 3, 2010. 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 May 6, 2010.

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: May 6, 2010	By:	/s/ Amy Rhoades
		Name:	Amy Rhoades
		Title:	Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated May 6, 2010.

EX-99.1

Exhibit 99.1

For:
A.C. Moore Arts & Crafts, Inc.
130 A.C. Moore Drive
Berlin, NJ 08009

A.C. Moore Reports First Quarter Fiscal 2010 Financial Results

Berlin, New Jersey, May 6, 2010 — A.C. Moore Arts & Crafts, Inc. (NASDAQ: ACMR) (the “Company” or “A.C. Moore”) today announced results for the first quarter ended April 3, 2010.

Sales for the first quarter of 2010 were $105.4 million, a decrease of 3.0% compared to sales of $108.6 million during the first quarter of 2009. This decline was primarily due to a decrease in comparable store sales of 4.7% partially offset by the operation of four additional stores compared to the first quarter of last year. Net loss for the quarter was $7.6 million, or $0.31 per share, compared to a net loss of $4.3 million, or $0.21 per share in the first quarter of last year. First quarter 2010 results include costs of $0.03 per share for severance benefits related to the retirement of our Chief Executive Officer. First quarter 2009 results include costs of $0.02 per share for the termination of an interest rate swap.

Joseph A. Jeffries, Acting Chief Executive Officer, stated, “Although not an acceptable performance, our operating results were in line with our expectations. We look forward to our introduction of several new merchandise offerings, as well as the conversion of a significant portion of our older store population to the Nevada class model this year.”

The Company will host a conference call beginning at 8:30 a.m., Eastern Time, on Thursday, May 6, 2010 to discuss first quarter 2010 results. To participate in the conference call, please dial 888-523-1227 and provide the operator with passcode #9854058. If you are unable to access the live call, please dial 888-203-1112 and enter #9854058 to access the taped digital replay. The replay will be available at approximately 9:30 a.m. ET on Thursday, May 6, 2010 and will remain available until Thursday, May, 20, 2010 at 11:59 p.m. ET.

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 136 stores located in the Eastern United States 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 maintain liquidity and preserve cash, our ability to comply with the terms of our credit facility, 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, execution and results of our real estate strategy, competitive pressures, customer demand and trends in the arts and crafts industry, our failure to accurately respond to inventory and merchandise requirements, 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 and marketing 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)

	April 3,		April 4,
	2010		2009
ASSETS
Current assets:
Cash and cash equivalents	$	31,929	$	53,305
Inventories		121,985		112,884
Prepaid expenses and other current assets		11,955		13,518
		165,869		179,707
Property and equipment, net		80,679		92,060
Other assets		1,989		3,073
	$	248,537	$	274,840
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	19,000	$	19,000
Trade accounts payable		29,461		40,800
Other current liabilities		27,346		22,780
		75,807		82,580
Non-current liabilities:
Deferred and other tax liabilities		2,993		4,024
Accrued lease liability		16,789		17,693
		19,782		21,717
		95,589		104,297
Shareholders’ equity		152,948		170,543
	$	248,537	$	274,840

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

	Quarter Ended
	April 3,			April 4,
	2010			2009
Net sales	$	105,369		$	108,647
Cost of sales (including buying and distribution costs)		59,901			62,100
Gross margin		45,468			46,547
Selling, general and administrative expenses		52,667			49,833
Store pre-opening and closing expenses		113			398
Loss from operations		(7,312	)		(3,684	)
Net interest expense		227			598
Loss before income taxes		(7,539	)		(4,282	)
Provision for income taxes		24			26
Net loss	$	(7,563	)	$	(4,308	)
Basic net loss per share	$	(0.31	)	$	(0.21	)
Diluted net loss per share	$	(0.31	)	$	(0.21	)
Basic weighted average shares outstanding		24,342,205			20,304,616
Diluted weighted average shares outstanding		24,342,205			20,304,616

For More Information Contact:
A.C. Moore Arts & Crafts, Inc.
David Stern, Chief Financial Officer
(856) 768-4943