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 10, 2011

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 10, 2011, A.C. Moore Arts & Crafts, Inc. reported results for the quarterly period ended April 2, 2011. 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 10, 2011.

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 10, 2011	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 10, 2011.

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 2011 Financial Results

Berlin, New Jersey, May 10, 2011 — A.C. Moore Arts & Crafts, Inc. (NASDAQ: ACMR) (the “Company” or “A.C. Moore”) today announced results for the first quarter ended April 2, 2011.

Sales for the first quarter of 2011 were $102.7 million, a decrease of 2.5% compared to sales of $105.4 million during the first quarter of 2010. This decline was due to a decrease in comparable store sales of 2.6%. Net loss for the quarter was $7.4 million, or $0.30 per share, compared to a net loss of $7.6 million, or $0.31 per share in the first quarter of last year.

Joseph A. Jeffries, Chief Executive Officer, stated, “As anticipated, the shift of the Easter selling season into the second quarter of this year impacted our first quarter results. We remain focused on executing our strategic plan for 2011.”

The Company will host a conference call beginning at 8:30 a.m., Eastern Time, on Tuesday, May 10, 2011 to discuss first quarter 2011 results. To participate in the conference call, please dial 888-287-5534 and provide the operator with passcode #9061575. If you are unable to access the live call, please dial 888-203-1112 and enter pin #9061575 to access the taped digital replay. The replay will be available at approximately 9:30 a.m. ET on Tuesday, May 10, 2011 and will remain available until Tuesday, May 24, 2011 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, failure of our planned strategies, the effect of future losses on our financial condition and cash flows, the outcome of the strategic alternatives process, the availability of future capital and our ability to comply with the terms of our credit facility, the effect of economic conditions, competitive pressures, further declines in total sales and comparable store sales, failure to realize anticipated results from our real estate strategy, changes in estimates, assumptions or judgments related to store closure reserves or impairments, higher costs associated with or failure to achieve anticipated results through the implementation of new programs or initiatives, weakness in fourth quarter results, fluctuation in quarterly results due to the seasonality of our business, changes in merchandise trends and consumer demands and any failure by us to anticipate such changes successfully, failure to manage inventory and merchandise requirements, unfavorable consumer response to our promotional strategies, material adverse events in the regions in which we operate, including but not limited to, weather conditions, disruption in our operations or supply chain due to disaster or other events that might cause a delay in our business, changes in our relationships with key suppliers, disruption or increased costs that impact our reliance on imported merchandise, inadequacies in our information technology or systems, changes in the labor market or our ability to hire and retain associates and members of senior management, increases or fluctuations in fuel or oil costs, the impact of existing or future government regulation, volatility in the price or volume of our common stock and other risks detailed in the Company’s Securities and Exchange Commission 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 2,		January 1,		April 3,
	2011		2011		2010
ASSETS
Current assets:
Cash and cash equivalents	$	26,654	$	39,970	$	31,929
Inventories		115,707		111,266		121,985
Prepaid expenses and other current assets		9,550		11,257		11,955
		151,911		162,493		165,869
Property and equipment, net		71,760		73,771		80,679
Other assets		1,366		1,192		1,989
	$	225,037	$	237,456	$	248,537
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	19,000		19,000	$	19,000
Trade accounts payable		38,362		43,131		29,461
Other current liabilities		27,472		27,517		27,346
		84,834		89,648		75,807
Non-current liabilities:
Deferred and other tax liabilities		1,574		1,920		2,993
Accrued lease liability		14,108		14,475		16,789
		15,682		16,395		19,782
		100,516		106,043		95,589
Shareholders’ equity		124,521		131,413		152,948
	$	225,037	$	237,456	$	248,537

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

	Quarter Ended
	April 2,			April 3,
	2011			2010
Net sales	$	102,724		$	105,369
Cost of sales (including buying and distribution costs)		58,622			60,300
Gross margin		44,102			45,069
Selling, general and administrative expenses		50,661			52,268
Store pre-opening and closing expenses		629			113
Loss from operations		(7,188	)		(7,312	)
Net interest expense		230			227
Loss before income taxes		(7,418	)		(7,539	)
Provision for income taxes		20			24
Net loss	$	(7,438	)	$	(7,563	)
Basic net loss per share	$	(0.30	)	$	(0.31	)
Diluted net loss per share	$	(0.30	)	$	(0.31	)
Basic weighted average shares outstanding		24,570			24,342
Diluted weighted average shares outstanding		24,570			24,342

Certain prior year amounts have been reclassified to correspond to current year presentation.

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