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 9, 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 November 9, 2010, A.C. Moore Arts & Crafts, Inc. reported results for the three and nine month periods ended October 2, 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 November 9, 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: November 9, 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 November 9, 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 Third Quarter Fiscal 2010 Financial Results

Berlin, New Jersey, November 9, 2010 — 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 2, 2010.

Sales for the third quarter of 2010 were $99.7 million, a decrease of 6.0% compared to sales of $106.1 million during the third quarter of 2009. This decline was primarily due to a decrease in comparable store sales of 7.0% partially offset by the operation of two additional stores compared to the third quarter of last year. Net loss for the quarter was $8.1 million, or $0.33 per share, compared to a net loss of $12.9 million, or $0.53 per share in the third quarter of last year.

Sales for the nine months ended October 2, 2010 were $304.9 million, a decrease of 4.5% compared to sales of $319.2 million during the comparable period of 2009. This decline is primarily attributable a 5.9% 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 $25.4 million, or $1.04 per share, for the nine months ended October 2, 2010, compared to a net loss of $25.4 million, or $1.16 for the comparable period last year.

Joseph A. Jeffries, Chief Executive Officer, stated, “We achieved year over year improvements in several important metrics including gross margin, expense control, and inventory management. However, until we achieve sustained profitability, we will not consider our turnaround efforts to be successful. The entire organization is focused on driving the merchandising plan, improving execution and delivering improved operating results as we move forward.”

The Company will host a conference call beginning at 8:30 a.m., Eastern Time, on Tuesday, November 9, 2010 to discuss third quarter 2010 results. To participate in the conference call, please dial 877-440-5807 and provide the operator with passcode #1418410. If you are unable to access the live call, please dial 888-203-1112 and enter #1418410 to access the taped digital replay. The replay will be available at approximately 9:30 a.m. ET on Tuesday, November 9, 2010 and will remain available until Tuesday, November 23, 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, 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
(In thousands except shares)
(unaudited)

	October 2,		January 2,		October 3,
	2010		2010		2009
ASSETS
Current assets:
Cash and cash equivalents	$	25,394	$	45,952	$	31,326
Inventories		122,233		122,058		138,151
Prepaid expenses and other current assets		10,798		13,288		10,425
		158,425		181,298		179,902
Non-current assets:
Property and equipment, net		78,236		81,938		88,069
Other assets		1,442		2,233		2,485
	$	238,103	$	265,469	$	270,456
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	19,000	$	19,000	$	19,000
Trade accounts payable		38,586		37,047		48,648
Other current liabilities		28,008		28,624		22,666
		85,594		84,671		90,313
Non-current liabilities:
Deferred tax liability and other		2,102		3,344		2,722
Accrued lease liability		14,620		17,380		17,242
		16,722		20,724		19,964
		102,316		105,395		110,277
Shareholders’ equity		135,787		160,074		160,179
	$	238,103	$	265,469	$	270,456

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

	Quarter Ended						Nine Months ended
	October 2,			October 3,			October 2,			October 3,
	2010			2009			2010			2009
Net sales	$	99,669		$	106,083		$	304,888		$	319,172
Cost of sales (including buying and distribution costs)		57,435			65,350			173,632			188,428
Gross margin		42,234			40,733			131,256			130,744
Selling, general and administrative expenses		49,589			53,177			153,798			154,221
Store pre-opening and closing expenses		562			250			1,645			932
Loss from operations		(7,916	)		(12,694	)		(24,186	)		(24,409	)
Net interest expense		231			191			677			885
Loss before income taxes		(8,147	)		(12,885	)		(24,863	)		(25,294	)
Provisions for income taxes		—			24			509			72
Net loss	$	(8,147	)	$	(12,909	)	$	(25,372	)	$	(25,366	)
Basic net loss per share	$	(0.33	)	$	(0.53	)	$	(1.04	)	$	(1.16	)
Diluted net loss per share	$	(0.33	)	$	(0.53	)	$	(1.04	)	$	(1.16	)
Basic weighted average shares outstanding		24,494			24,325			24,413			21,914
Diluted weighted average shares outstanding		24,494			24,325			24,413			21,914

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