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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number: 000-23157
A.C. MOORE ARTS & CRAFTS, INC.
-------------------------------------------------
(Exact name of registrant as specified in charter)
Pennsylvania 22-3527763
-------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 University Court, Blackwood, NJ 08012
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(856) 228-6700
--------------------------------------------------
(Registrant's telephone number, including area code)
N/A
------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
|X| Yes |_| No
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
|X| Yes |_| No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
CLASS OUTSTANDING AT MAY 6, 2004
--------------------------- --------------------------
Common Stock, no par value 19,458,892
A.C. MOORE ARTS & CRAFTS, INC.
TABLE OF CONTENTS
PAGE
NUMBER
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PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2004 3
and December 31, 2003
Consolidated Statements of Income for the three 4
Months ended March 31, 2004 and 2003
Consolidated Statements of Cash Flows for the three 5
month periods ended March 31, 2004 and 2003
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 12
Market Risk
Item 4. Controls and Procedures 12
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities, Use of Proceeds and Issuer
Purchases of Equity Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
A.C. MOORE ARTS & CRAFTS, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
March 31, December 31,
2004 2003
----------- ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 35,701 $ 43,700
Marketable securities 7,525 ---
Inventories 124,624 121,493
Prepaid expenses and other current assets 3,368 2,962
---------- -----------
171,218 168,155
Marketable securities 6,299 14,132
Property and equipment, net 59,850 47,706
Other assets 1,807 1,801
---------- -----------
$ 239,174 $ 231,794
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of capital leases $ 255 $ 504
Trade accounts payable 35,281 33,558
Accrued payroll and payroll taxes 2,598 4,501
Accrued expenses 11,373 10,015
Income taxes payable 1,501 6,826
---------- -----------
51,008 55,404
---------- -----------
Long-term liabilities:
Long-term debt 10,000 ---
Deferred tax liability 4,950 4,950
Other long-term liabilities 4,975 4,729
---------- -----------
19,925 9,679
---------- -----------
70,933 65,083
---------- -----------
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 10,000,000 shares
authorized, none issued
Common stock, no par value, 40,000,000 shares
authorized; issued and outstanding 19,382,593 shares at
March 31, 2004 and 19,357,541 at December 31, 2003 105,349 105,023
Retained earnings 62,892 61,688
---------- -----------
168,241 166,711
---------- -----------
$ 239,174 $ 231,794
========== ===========
See accompanying notes to financial statements
3
A.C. MOORE ARTS & CRAFTS, INC.
CONSOLIDATED STATEMENT OF INCOME
(dollars in thousands, except per share data)
(unaudited)
Three months ended
March 31,
-----------------------------
2004 2003
----------- -------------
Net sales $ 111,469 $ 91,952
Cost of sales (including buying and
distribution costs) 69,539 58,417
----------- -----------
Gross margin 41,930 33,535
Selling, general and administrative expenses 39,526 32,585
Store pre-opening expenses 566 379
----------- -----------
Income from operations 1,838 571
Net interest (income) (120) (109)
----------- -----------
Income before income taxes 1,958 680
Provision for income taxes 754 260
----------- -----------
Net income $ 1,204 $ 420
=========== ===========
Basic net income per share $ 0.06 $ 0.02
=========== ===========
Weighted average shares outstanding 19,370,097 18,834,421
=========== ===========
Diluted net income per share $ 0.06 $ 0.02
=========== ===========
Weighted average shares outstanding
plus impact of stock options 20,043,225 19,603,345
=========== ===========
See accompanying notes to financial statements
4
A.C. MOORE ARTS & CRAFTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Three Months Ended
March 31,
-----------------------------------
2004 2003
------------ -------------
Cash flows from operating activities:
Net income $ 1,204 $ 420
Adjustments to reconcile net income to net cash
(used in) operating activities:
Depreciation and amortization 1,878 1,634
Changes in assets and liabilities:
Inventories (3,131) (6,500)
Prepaid expenses and other current assets (406) (293)
Accounts payable, accrued payroll
payroll taxes and accrued expenses 1,178 4,270
Income taxes payable (5,140) (2,884)
Other long-term liabilities 246 142
Other assets (6) 10
---------- -----------
Net cash (used in) operating activities (4,177) (3,201)
---------- -----------
Cash flows from investing activities:
Capital expenditures (14,022) (2,464)
Investment in marketable securities 308 (1,461)
---------- -----------
Net cash (used in) investing activities (13,714) (3,925)
---------- -----------
Cash flows from financing activities:
Exercise of stock options 141 331
Increase in long-term debt 10,000 -
Repayment of equipment leases (249) (340)
---------- -----------
Net cash provided by (used in) financing activities 9,892 (9)
---------- -----------
Net (decrease) in cash (7,999) (7,135)
Cash and cash equivalents at beginning of period 43,700 61,584
---------- -----------
Cash and cash equivalents at end of period $ 35,701 $ 54,449
========== ===========
See accompanying notes to financial statements
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) Basis of Presentation
The consolidated financial statements included herein include the accounts of
A.C. Moore Arts & Crafts, Inc. and its wholly owned subsidiaries (collectively
the "Company"). The Company is a chain of 84 retail stores selling arts and
crafts merchandise. The stores are located throughout the eastern United States.
These financial statements have been prepared by management without audit and
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2003. Due to the seasonality of the Company's business, the
results for the interim periods are not necessarily indicative of the results
for the year. The accompanying consolidated financial statements reflect, in the
opinion of management, all adjustments necessary for a fair presentation of the
interim financial statements. In the opinion of management, all such adjustments
are of a normal and recurring nature.
(2) Management Estimates
The preparation of these consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of expenses during
the reported period and related disclosures. Significant estimates made as of
and for the three months ended March 31, 2004 and 2003 include provisions for
shrinkage, capitalized buying, warehousing and distribution costs related to
inventory, and markdowns of merchandise inventories. Actual results could differ
materially from those estimates.
(3) Marketable Securities
Marketable securities represent investments in fixed financial instruments, are
classified as held-to-maturity and recorded at amortized cost.
(4) Change in Accounting Principle
For all vendor contracts entered into or modified after December 31, 2002, the
Company has adopted the Emerging Issues Task Force (EITF) 02-16, Accounting by a
Customer (including a Reseller) for Cash Consideration Received from a Vendor.
EITF 02-16 addresses the accounting for cash consideration received by a
customer from a vendor (e.g., slotting fees, cooperative advertising payments,
buydowns) and rebates or refunds from a vendor that is payable only if the
customer completes a specified cumulative level of purchases or remains a
customer for a specified time period. The change in accounting means that vendor
monies which support the Company's advertising programs are now being recorded
as a reduction in the cost of inventory, and are recognized as a reduction of
cost of goods sold when the inventory is sold. Previously, they were accounted
for as an offset to advertising costs. This accounting change results in a
timing difference as to when these monies are recognized in the Company's income
statement. The prospective adoption of EITF 02-16 reduced the Company's first
quarter net income by $1.0 million or $0.05 per share. The change increased
gross margin by $1.1 million, increased selling, general and administrative
costs by $2.7 million, and decreased inventory by $1.6 million.
6
(5) Stock-Based Compensation
The Company accounts for its employee stock options using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB 25). Compensation cost for stock options is
measured as the excess of the quoted market price of the Company's stock at the
date of grant over the amount an employee must pay to acquire the stock.
Had compensation cost for the Company's stock-based compensation plan been
determined based on the fair value at the grant date for awards under those
plans, consistent with the requirements of SFAS No. 123, "Accounting for
Stock-Based Compensation," net income and earnings per share would have been
reduced to the following pro-forma amounts:
THREE MONTHS ENDED MARCH 31,
----------------------------
2004 2003
----------- -----------
Net income........................... As reported $ 1,204,000 $ 420,000
Compensation cost, net 438,000 277,000
Pro forma 766,000 143,000
Basic earnings per share............. As reported $ .06 $ .02
Pro forma .04 .01
Diluted earnings per share........... As reported $ .06 $ .02
Pro forma .04 .01
The pro forma results may not be representative of the effects on reported
operations for future years. The fair value of the options was calculated using
a Black-Scholes options pricing model with the following weighted-average
assumptions: risk-free interest rate of 3.2% for 2003, 4.1% for 2002, 5.1% for
2001, 6.3% for 2000 and; no dividend yield; and a weighted average expected life
of the options of 4.5 years for 2003 and seven years for 2002, 2001 and 2000. In
accordance with the provisions of SFAS No. 123 the expected stock price
volatility was 56.0% for 2003, 45.2% for 2002, 48.4% for 2001, and 46.6% for
2000.
The weighted average shares outstanding includes the impact of stock options in
the amount of 673,128 for the first quarter of 2004 and 768,924 for the first
quarter of 2003. The number of options excluded from the calculation because the
options' exercise price was greater than the average market price of the common
shares was 316,725 shares in 2004 and 316,350 shares in 2003.
(6) Long-Term Debt
On October 28, 2003 we signed two mortgage agreements with Wachovia Bank
relating to the new corporate offices and distribution center. The mortgages
make available $30.0 million and are secured by land, building, and equipment.
Borrowings under the mortgages are repayable at between seven and 15 years and
will bear interest rates that will vary between LIBOR plus 85 basis points and
LIBOR plus 135 basis points, depending on the debt service coverage ratio and
the length of the mortgage payment. We have the option of fixing the interest
rate at any time. At March 31, 2004 there was $10.0 million outstanding under
these mortgages.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis contains certain forward-looking
statements. These forward-looking statements do not constitute historical facts
and involve risks and uncertainties. Actual results could differ materially from
those referred to in the forward-looking statements due to a number of factors,
including, but not limited to, the following: the impact of the adoption of EITF
Issue 02-16, customer demand, the effect of economic conditions, the impact of
adverse weather conditions, the impact of competitors' locations or pricing, the
availability of acceptable real estate locations for new stores, difficulties
with respect to new information system technologies, supply constraints or
difficulties, the effectiveness of advertising strategies and the impact of the
threat of terrorist attacks and war. For additional information concerning
factors that could cause actual results to differ materially from the
information contained herein, reference is made to the information under the
heading "Cautionary Statement Relating to Forward-Looking Statements" in our
Annual Report on Form 10-K as filed with the Securities and Exchange Commission.
Due to the importance of our peak selling season, which includes Fall/Halloween,
Thanksgiving and Christmas, the fourth quarter has historically contributed, and
we expect it will continue to contribute, disproportionately to our
profitability for the entire year. As a result, our quarterly results of
operations may fluctuate. In addition, results of a period shorter than a full
year may not be indicative of results expected for the entire year.
Our quarterly results of operations also may fluctuate based upon such factors
as the length of holiday seasons, the date on which holidays fall, the number
and timing of new store openings, the amount of store pre-opening expenses, the
amount of net sales contributed by new and existing stores, the mix of products
sold, the amount of sales returns, the timing and level of markdowns and other
competitive factors.
Starting in 2004, vendor monies which support our advertising programs are now
being recorded as a reduction in the cost of inventory, and are being recognized
as a reduction to cost of goods sold when the inventory is sold. Through 2003,
they were accounted for as an offset to advertising costs. This accounting
change results in a timing difference as to when these monies are recognized in
our income statement. The accounting change related to the adoption of EITF
02-16 reduced our first quarter net income by $1.0 million or $0.05 per share.
The Financial Accounting Standards Board is working on a project to develop a
new standard for accounting for stock-based compensation. Tentative decisions by
the FASB indicate that expensing of stock options will be required beginning
January 1, 2005. The FASB issued an exposure draft, which is subject to public
comment, in the first quarter 2004 and expects to issue its final standard in
the second half of 2004.
8
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected statement of
operations data expressed as a percentage of net sales and the number of stores
open at the end of each such period:
Three months ended March 31,
----------------------------
2004 2003
----------- -----------
Net sales................................................. 100.0% 100.0%
Cost of Sales............................................. 62.4% 63.5%
------ ------
Gross margin.............................................. 37.6% 36.5%
Selling, general and administrative expenses.............. 35.4% 35.4%
Store pre-opening expenses................................ 0.5% 0.4%
------ ------
Income from operations.................................... 1.7% 0.7%
Net interest (income)..................................... (0.1)% (0.1)%
------ ------
Income before income taxes................................ 1.8% 0.8%
Income tax expense........................................ 0.7% 0.3%
------ ------
Net income................................................ 1.1% 0.5%
====== ======
Number of stores open at end of period.................... 84 73
Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003
NET SALES. Net sales increased $19.5 million, or 21.2%, to $111.5
million in the three months ended March 31, 2004 from $92.0 million in the
comparable 2003 period. This increase is comprised of (i) net sales of $1.7
million from three new stores opened in 2004, (ii) net sales of $9.2 million
from stores opened in 2003 not included in the comparable store base, and (iii)
a comparable store sales increase of $8.6 million, or 9.4%. Sales during the
quarter ended March 31, 2004 benefited from positive weather conditions compared
with the quarter ended March 31, 2003. Stores are added to the comparable store
base at the beginning of the fourteenth full month of operation.
GROSS MARGIN. Gross margin is net sales minus the cost of merchandise
and certain distribution and purchasing costs. The gross margin increased to
37.6% of net sales in the three months ended March 31, 2004 from 36.5% in the
three months ended March 31, 2003. The impact of the change in accounting in
accordance with EITF 02-16 represented 1.0 percentage point of the 1.1%
increase. The remaining difference is due to less aggressive promotions then
occurred last year.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses include (a) direct store level expenses, including rent
and related operating costs, payroll, advertising, depreciation and other direct
costs, and (b) corporate level costs not directly associated with or allocable
to cost of sales including executive salaries, accounting and finance, corporate
information systems, office facilities and other corporate expenses.
Selling, general and administrative expenses increased $6.9 million, or
21.3%, in the three months ended March 31, 2004 to $39.5 million from $32.6
million in the three months ended March 31, 2003. Of the increase $2.7 million
represents the impact of the accounting change in accordance with EITF 02-16.
9
The remainder of the increase is principally accountable from stores opened in
2004 which were not open during 2003 and the stores opened in 2003 not in the
comparable store base. As a percentage of sales, selling, general and
administrative costs was 35.4% of net sales in both the three months ended March
31, 2004 and March 31, 2003. The impact of the accounting change was 2.4% of net
sales. Other selling, general and administrative costs decreased 2.4% in the
three months ended March 31, 2004 compared with the three months ended March 31,
2003. This decrease came from leveraging our store costs due to our sales
increase and leveraging our corporate office costs over a greater sales base.
Corporate office costs were reduced to 3.9% of sales in the three months ended
March 31, 2004 compared with 4.1% in the same period in the prior year.
STORE PRE-OPENING EXPENSES. We expense store pre-opening expenses as
incurred. Pre-opening expenses for the three new stores opened in the first
quarter of 2004 and the store we relocated amounted to $566,000. In the first
quarter of 2003, we incurred store pre-opening expenses of $379,000 related to
the two stores opened in that quarter.
NET INTEREST (INCOME). In the first quarter of 2004, we had net
interest income of $120,000 compared with net interest income of $109,000 in
2003.
INCOME TAXES. Our effective income tax rate was 38.5% for the first
quarter ended March 31, 2004 and 38.2% for the first quarter ended March 31,
2003.
LIQUIDITY AND CAPITAL RESOURCES
Our cash is used primarily for working capital to support inventory
requirements and capital expenditures, pre-opening expenses and beginning
inventory for new stores. In recent years, we have financed our operations and
new store openings primarily with cash from operations, the net proceeds we
received from our initial public offering in 1997 and from a secondary offering
in 2002. In the first quarter of 2004 we began borrowing monies under two
mortgage agreements we have with Wachovia Bank to finance our new corporate
offices and distribution center.
At March 31, 2004 and December 31, 2003 our working capital was $120.2
million and $112.8 million, respectively. Cash used in operations was $4.2
million for the three months ended March 31, 2004 as a result of an increase in
inventory of $3.1 million to support the new stores and a reduction in income
tax payables of $5.1 million.
Net cash used in investing activities during the three months ended
March 31, 2004 was $13.7 million, $14.0 million for capital expenditures. In
2004, we expect to spend approximately $39.0 million on capital expenditures,
which includes approximately $27.0 million related to the building, equipment
and systems for our new distribution center, $8.0 million for new store
openings, and the remainder for remodeling existing stores, upgrading systems in
existing stores, and corporate systems development. The total cost of the new
distribution center is estimated to be $44.0 million.
On October 28, 2003 we signed two mortgage agreements with Wachovia Bank
relating to the new corporate offices and distribution center. The mortgages
make available $30.0 million and are secured by land, building, and equipment.
Borrowings under the mortgages are repayable at between seven and 15 years and
will bear interest rates that will vary between LIBOR plus 85 basis points and
LIBOR plus 135 basis points, depending on the debt service coverage ratio and
the length of the mortgage payment. We have the option of fixing the interest
rate at any time. At March 31, 2004 there was $10.0 million outstanding under
these mortgages.
10
We currently have a $25.0 million line of credit agreement with
Wachovia Bank, which expires on January 1, 2005. Borrowing under this line will
bear interest at LIBOR plus 95 basis points. At March 31, 2004 there were no
borrowings outstanding under this agreement.
We believe the cash generated from operations during the year, funds
received through the financing of the new distribution center and available
borrowings under the credit agreement (which we intend to renew) will be
sufficient to finance our working capital and capital expenditure requirements
for at least the next 12 months.
CHANGE IN ACCOUNTING PRINCIPLE
The costs incurred for advertising are expensed the first time the
advertising takes place, and are offset by re-imbursements received under
cooperative advertising programs with certain vendors. Co-op advertising funds
are only recognized when we have performed our contractual obligation under a
co-op advertising agreement.
For all vendor contracts entered into or modified after December 31,
2002, the Company has adopted Emerging Issues Task Force (EITF) 02-16,
Accounting by a Customer (including a Reseller) for Cash Consideration Received
from a Vendor. EITF 02-16 addresses the accounting for cash consideration
received by a customer from a vendor (e.g., slotting fees, cooperative
advertising payments, buydowns) and rebates or refunds from a vendor that is
payable only if the customer completes a specified cumulative level of purchases
or remains a customer for a specified time period. The change in accounting
means that vendor monies which support our advertising programs are now being
recorded as a reduction in the cost of inventory, and are recognized as a
reduction of cost of goods sold when the inventory is sold. Previously, they
were accounted for as an offset to advertising costs. This accounting change
results in a timing difference as to when these monies are recognized in our
income statement. The adoption of EITF 02-16 reduced our first quarter net
income by $1.0 million or $0.05 per share. For the full year 2004, we estimate
that the change in the timing of income recognition will reduce EPS by
approximately $0.12 per share.
The adoption of this issue does not change the ultimate cash to be
received under these agreements, only the timing of when it is reflected in our
net income.
CRITICAL ACCOUNTING ESTIMATES
Except for the change in accounting principle described above, our
accounting policies are fully described in Note 1 of our notes to consolidated
financial statements included in our annual report on Form 10-K for the fiscal
year ended December 31, 2003. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions about future events that affect the amounts
reported in our consolidated financial statements and accompanying notes. Since
future events and their effects cannot be determined with absolute certainty,
actual results may differ from those estimates. Management makes adjustments to
its assumptions and judgments when facts and circumstances dictate. The amounts
currently estimated by us are subject to change if different assumptions as to
the outcome of future events were made. We evaluate our estimates and judgments
on an ongoing basis and predicate those estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances. Management believes the following critical accounting
estimates encompass the more significant judgments and estimates used in
preparation of our consolidated financial statements:
o merchandise inventories;
11
o impairment of long-lived assets;
o income taxes; and
o other estimates.
The foregoing critical accounting estimates are more fully described in our
annual report on Form 10-K for the fiscal year ended December 31, 2003. During
the quarter ended March 31, 2004, we did not make any material changes to our
estimates or methods by which estimates are derived with regard to our critical
accounting estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
Our management, with the participation of our chief executive officer
and chief financial officer, conducted an evaluation as of the end of the period
covered by this report, of the effectiveness of our disclosure controls and
procedures, as defined in Exchange Act Rule 13a-15(e). Based on that evaluation,
our chief executive officer and chief financial officer concluded that our
disclosure controls and procedures were effective in reaching a reasonable level
of assurance that management is timely alerted to material information relating
to us during the period when our periodic reports are being prepared. During the
quarter ended March 31, 2004, there has not occurred any change in our internal
control over financial reporting, as defined in Exchange Act Rule 13a-15(f),
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
12
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASERS OF EQUITY
SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended
("Exchange Act").
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) promulgated under the Exchange Act.
32 Certification of the Company's Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K furnished in the quarter ended March 31, 2004:
8-K, Item 12, furnished on January 8, 2004 regarding a Company
press release concerning earnings and other information.
8-K, Item 12, furnished on February 25, 2004 regarding a Company
press release concerning earnings and other information.
13
SIGNATURES
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 thereunto duly authorized.
A.C. MOORE ARTS & CRAFTS, INC.
Date: May 7, 2004 By: /s/ John E. Parker
----------------------------------
John E. Parker
Chief Executive Officer
(duly authorized officer and
principal executive officer)
Date: May 7, 2004 By: /s/ Leslie H. Gordon
----------------------------------
Leslie H. Gordon
Executive Vice President
and Chief Financial Officer
(duly authorized officer
and principal financial officer)
14
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) promulgated under the Exchange Act.
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) promulgated under the Exchange Act.
32 Certification of the Company's Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.