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): August 10, 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 August 10, 2010, A.C. Moore Arts & Crafts, Inc. reported results for the three and six month periods ended July 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 August 10, 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: August 10, 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 August 10, 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 Second Quarter Fiscal 2010 Financial Results

Berlin, New Jersey, August 10, 2010 — A.C. Moore Arts & Crafts, Inc. (NASDAQ: ACMR) (the “Company” or “A.C. Moore”) today announced results for the three and six month periods ended July 3, 2010.

Sales for the second quarter of 2010 were $99.9 million, a decrease of 4.3% compared to sales of $104.4 million during the second quarter of 2009. This decline was primarily due to a decrease in comparable store sales of 5.9% partially offset by the operation of two additional stores compared to the second quarter of last year. Net loss for the quarter was $9.7 million, or $0.40 per share, compared to a net loss of $8.1 million, or $0.38 per share in the second quarter of last year.

Sales for the six months ended July 3, 2010 were $205.2 million, a decrease of 3.7% compared to sales of $213.1 million during the comparable period of 2009. This decline is primarily attributable a 5.3% decrease in comparable store sales partially offset by the operation of two additional stores compared to the same period of last year. Net loss was $17.2 million, or $0.71 per share, for the six months ended July 3, 2010, compared to a net loss of $12.5 million, or $0.60 for the comparable period last year.

Joseph A. Jeffries, Chief Executive Officer, stated, “We will not be satisfied until we return to sustained profitability. I am confident that we have both the right team and strategy in place. We will continue to focus on our merchandise plan, remodel program, and store level execution to drive improved performance.”

The Company will host a conference call beginning at 8:30 a.m., Eastern Time, on Tuesday, August 10, 2010 to discuss second quarter 2010 results. To participate in the conference call, please dial 877-397-0272 and provide the operator with passcode #8604679. If you are unable to access the live call, please dial 888-203-1112 and enter #8604679 to access the taped digital replay. The replay will be available at approximately 9:30 a.m. ET on Tuesday, August 10, 2010 and will remain available until Tuesday, August 24, 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 135 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)

	July 3,		January 2,		July 4,
	2010		2010		2009
ASSETS
Current assets:
Cash and cash equivalents	$	31,414	$	45,952	$	55,981
Inventories		118,360		122,058		118,671
Prepaid expenses and other current assets		10,116		13,288		12,405
		159,890		181,298		187,057
Non-current assets:
Property and equipment, net		79,592		81,938		89,831
Other assets		1,718		2,233		2,782
	$	241,199	$	265,469	$	279,670
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	19,000	$	19,000	$	19,000
Trade accounts payable		33,096		37,047		44,094
Other current liabilities		26,833		28,624		23,448
		78,929		84,671		86,542
Non-current liabilities:
Long-term debt		—		—		—
Deferred tax liability and other		2,322		3,344		3,371
Accrued lease liability		16,246		17,380		17,128
		18,569		20,724		20,499
		97,498		105,395		107,041
Shareholders’ equity		143,700		160,074		172,629
	$	241,199	$	265,469	$	279,670

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

	Second Quarter Ended						Six months ended
	July 3,			July 4,			July 3,			July 4,
	2010			2009			2010			2009
Net sales	$	99,850		$	104,442		$	205,219		$	213,089
Cost of sales (including buying and distribution costs)		56,296			60,978			116,197			123,078
Gross margin		43,554			43,464			89,022			90,011
Selling, general and administrative expenses		51,542			51,211			104,209			101,044
Store pre-opening and closing expenses		970			284			1,083			682
Loss from operations		(8,958	)		(8,031	)		(16,270	)		(11,715	)
Net interest expense		219			96			446			694
Loss before income taxes		(9,177	)		(8,127	)		(16,716	)		(12,409	)
Provisions for (benefit of) income taxes		485			22			509			48
Net loss	$	(9,662	)	$	(8,149	)	$	(17,225	)	$	(12,457	)
Basic net loss per share	$	(0.40	)	$	(0.38	)	$	(0.71	)	$	(0.60	)
Diluted net loss per share	$	(0.40	)	$	(0.38	)	$	(0.71	)	$	(0.60	)
Basic weighted average shares outstanding		24,419,174			21,313,000			24,378,754			20,881,000
Diluted weighted average shares outstanding		24,419,174			21,313,000			24,378,754			20,881,000

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