UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 2000
or
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____ to _____
Commission file number 000-23157
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
A. C. MOORE ARTS & CRAFTS, INC. 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
A. C. MOORE ARTS & CRAFTS, INC.
500 University Court
Blackwood, NJ 08012
A. C. MOORE ARTS & CRAFTS, INC. 401(K) PLAN
In 1999, A. C. Moore Arts & Crafts, Inc. (the "Employer" or the "Company")
established the A. C. Moore Arts & Crafts, Inc. 401(k) Plan (the "Plan"). The
name of the issuer of the securities held pursuant to the Plan and the address
of its principal executive office is A. C. Moore Arts & Craft, Inc., 500
University Court, Blackwood, NJ 08012.
Contributions Under the Plan. Employees may elect to contribute up to 20 percent
of their annual compensation, not to exceed $10,500 for 2000. The Company made a
matching contribution of 25 percent of the first 6 percent of the employee
compensation contributed as an elective deferral subject to a maximum of $1,500
for 2000.
Administration of the Plan. An officer of the Company at its principal executive
office administers the Plan. Certain administrative functions may be delegated
to employees of the Company. Officers and employees do not receive compensation
from the Plan.
Custodian of Investments. The assets of the Plan are held in trust and managed
by the Plan's trustee, Merrill Lynch Trust Services. Effective November 15,
2000, BISYS Plan Services began providing record keeping services for the Plan's
trustee.
Reports to Participating Employees: Each participant in the Plan receives
quarterly statements of their accounts each plan year.
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
administrator has duly caused this annual report to be signed on behalf of the
Plan by the undersigned thereunto duly authorized.
A. C. MOORE ARTS & CRAFTS, INC. 401(K) PLAN
Date: June 27, 2001 By: /s/ LESLIE H. GORDON
Leslie H. Gordon
Administrator
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related Prospectus pertaining to A. C. Moore Arts & Crafts, Inc. 401(k)
Plan of our report dated June 6, 2001, with respect to the financial statements
and supplementary schedules of the A. C. Moore Arts & Crafts, Inc. 401(k) Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 2000.
/s/ STOCKTON BATES, LLP
Stockton Bates, LLP
Philadelphia, Pennsylvania
June 6, 2001
A.C. MOORE
ARTS & CRAFTS, INC.
401(k) PLAN
Financial Statements
December 31, 2000
A.C. Moore Arts & Crafts, Inc.
401(k) Plan
December 31, 2000
CONTENTS
Page
----
Independent Auditors' Report 1
Financial Statements:
Statement of Net Assets Available for Benefits
as of December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2000 3
Notes to Financial Statements 4 - 8
Supplementary Information:
Schedule of Assets Held for Investment Purposes
as of December 31, 2000 9 - 9a
Schedule of Non-Exempt Transactions
as of December 31, 2000 10
INDEPENDENT AUDITORS' REPORT
To the Trustees
A.C. Moore Arts & Crafts, Inc.
401(k) Plan
500 University Court
Blackwood, New Jersey 08012
We have audited the accompanying statement of net assets
available for benefits of the A.C. Moore Arts & Crafts, Inc. 401(k) Plan (the
"Plan") as of December 31, 2000 and 1999, and the related statement of changes
in net assets available for benefits for the year ended December 31, 2000 and
the supplementary schedules as of and for the year ended December 31, 2000.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and supplementary
schedules referred to above present fairly, in all material respects, the net
assets available for benefits of the A.C. Moore Arts & Crafts, Inc. 401(k) Plan
as of December 31, 2000 and 1999, and the changes in net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.
Stockton Bates, LLP
Certified Public Accountants
Philadelphia, Pennsylvania
June 6, 2001
1
Page 2
A.C. Moore Arts & Crafts, Inc.
401(k) Plan
Statement Of Net Assets Available For Benefits
December 31: 2000 1999
- --------------------------------------------------------------------------------
ASSETS:
Cash $ 2,003 $ -
- --------------------------------------------------------------------------------
Investments, at fair value:
Corporate stocks - common 390,707 161,056
Common/collective trusts 321,032 158,892
Registered investment companies 1,608,882 898,561
Participant loans 45,121 8,406
- --------------------------------------------------------------------------------
Total investments 2,365,742 1,226,915
Receivables:
Accrued income receivable 1,018 366
Employer contributions 10,511 8,994
Employees' contributions 66,821 48,578
- --------------------------------------------------------------------------------
78,350 57,938
- --------------------------------------------------------------------------------
Total assets 2,446,095 1,284,853
LIABILITIES - -
- --------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $2,446,095 $1,284,853
================================================================================
See Accompanying Notes
Page 3
A.C. Moore Arts & Crafts, Inc.
401(k) Plan
Statement Of Changes In Net Assets Available For Benefits
Year Ended December 31, 2000:
- --------------------------------------------------------------------------------
ADDITIONS:
Additions to net assets attributable to:
Investment income:
Net investment gain from registered Investment companies $ 9,067
Net investment gain from common stock 5,571
Unrealized depreciation of assets (56,801)
Interest and dividends 145,957
- --------------------------------------------------------------------------------
103,794
Contributions:
Employer 165,423
Participants 1,017,720
- --------------------------------------------------------------------------------
1,183,143
- --------------------------------------------------------------------------------
Total additions 1,286,937
DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants 124,345
Administrative expenses 1,350
- --------------------------------------------------------------------------------
Total deductions 125,695
- --------------------------------------------------------------------------------
Net increase 1,161,242
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,284,853
- --------------------------------------------------------------------------------
End of year $2,446,095
================================================================================
See Accompanying Notes
Page 4
A.C. Moore Arts & Crafts, Inc.
401(k) Plan
Notes To Financial Statements
December 31, 2000
1. DESCRIPTION OF PLAN:
The following description of the A.C. Moore Arts &
Crafts, Inc. 401(k) Plan provides only general information. Participants
should refer to the Plan agreement for a more complete description of
the Plan's provisions.
The A.C. Moore Arts & Crafts, Inc. 401(k) Plan (the
Plan) was established in 1999 by A.C. Moore Arts & Crafts, Inc. (the
Company) to provide for retirement income and financial protection in
the event of death or retirement of covered employees and to provide for
the financial protection and compensation of employees in the event of
permanent disability. The Plan is subject to the Employee Retirement
Income Security Act of 1974 (ERISA). Substantially all administrative
expenses are paid directly by the Company.
For the period January 1, 2000 to August 31, 2000, all
employees of the employer and participating affiliates who are at least
21 years of age and have completed one year of service of at least 1,000
hours were eligible to participate in this Plan, except non-resident
aliens, and employees who are members of a union who bargained
separately for retirement benefits during negotiations. Effective
September 1, 2000, the Plan was amended whereby employees are eligible
to participate upon attaining 21 years of age and completing 1/4 year of
service (not subject to any minimum hours requirement). Employees will
become a participant in the Plan on the entry date coincident with or
next following the date they meet the participation requirements. The
entry dates for the Plan are the first day of each month.
Employees may elect to contribute up to 20 percent of
their annual compensation, not to exceed $10,500 for 2000. The Company
made a matching contribution of 25 percent of the first 6 percent of the
employee compensation contributed as an elective deferral subject to a
maximum of $1,500 for 2000.
The employees' and employer's contributions are
deposited weekly in a fund held in trust by Merrill Lynch Trust
Services. Each participant's account is credited with the participant's
and employer's contribution and related plan earnings, transfer
contributions and rollovers. Allocations are based on participant
earnings or account balances, as deferred. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Effective November 15, 2000, BISYS Plan Services began
providing record keeping services for the Plan's Trustee, Merrill Lynch
Trust Services.
Participants may direct the investments of their
accounts among alternative investment funds provided under the Plan.
Participants are immediately vested in their voluntary
contributions and any transfers or rollover plus actual earnings
thereon. Vesting in the remainder of their accounts is based on years of
continuous service. A participant is 100 percent vested after 3 years of
credited service.
On termination of service, the normal form of payment to
a participant is a lump sum. An optional form of payment is installments
payable in cash or in kind, or part cash and part in kind over a period
not to exceed the participant's expected lifetime, or the joint future
lifetime of the participant and spouse.
Page 5
A.C. Moore Arts & Crafts, Inc.
401(k) Plan
Notes To Financial Statements
December 31, 2000
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting:
The financial statements included with Form 5500 for the
year ended December 31, 2000 have been prepared on the accrual basis of
accounting.
Valuation of Investments:
The Plan's investments at December 31, 2000 consist of
shares in pooled investment funds and common stock of A.C. Moore Arts &
Crafts, Inc. (plan sponsor) held and managed by Merrill Lynch Trust
Services. Security transactions in these funds and common stock are
recorded on a trade date basis. The value of the funds and common stock
fluctuate to reflect the fair market values of the securities held in
these funds.
Use of Estimates:
Management uses estimates and assumptions in preparing
financial statements. Those estimates and assumptions affect the
reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities and the reported revenues and expenses. Actual
results could differ from those estimates.
Forfeitures:
Employer contributions for the years ended December 31,
2000 and 1999 were reduced by $3,965 and $-0-, respectively, from
forfeited nonvested accounts. At December 31, 2000, there are no
unutilized forfeitures.
Loans:
Loans are available to all participants in the Plan on a
uniform and nondiscriminatory basis. Loans must bear a reasonable rate
of interest and be adequately secured. A participant may borrow any
amount up to 50% of their vested account balance, subject to a maximum
of $50,000 minus their highest outstanding loan amount during the prior
twelve months. Repayment of a loan must be made at least quarterly, on
an after-tax basis, in level payments of principal and interest, and
repaid within five years, except for the purchase of a primary
residence.
3. TAX STATUS:
The Plan has not yet received a determination letter.
However, the plan's administrator and advisors believe that the plan and
trust are currently designed and are operating in compliance with the
Internal Revenue Code. Therefore, they believe that the plan was
qualified and the related trust was tax exempt as of the financial
statement date.
Page 6
A.C. Moore Arts & Crafts, Inc.
401(k) Plan
Notes To Financial Statements
December 31, 2000
4. INVESTMENTS:
Common Stock:
December 31, 2000:
------------------------------------------------------------------
Number
of Shares Market
or Units Cost Value
------------------------------------------------------------------
A.C. Moore Arts & Crafts, Inc. 47,722.8 $300,120 $390,707*
------------------------------------------------------------------
$300,120 $390,707
==================================================================
December 31, 1999:
------------------------------------------------------------------
Number
of Shares Market
or Units Cost Value
------------------------------------------------------------------
A.C. Moore Arts & Crafts, Inc. 27,710.9 $148,609 $161,056*
------------------------------------------------------------------
$148,609 $161,056
==================================================================
Common/Collective Trusts:
December 31, 2000:
------------------------------------------------------------------
Number
of Shares Market
or Units Cost Value
------------------------------------------------------------------
ML Ret Preservation Trust 321,031.7 $321,032 $321,032*
------------------------------------------------------------------
$321,032 $321,032
==================================================================
December 31, 1999:
------------------------------------------------------------------
Number
of Shares Market
or Units Cost Value
------------------------------------------------------------------
ML Ret Preservation Trust 158,891.6 $158,892 $158,892*
------------------------------------------------------------------
$158,892 $158,892
==================================================================
Page 7
A.C. Moore Arts & Crafts, Inc.
401(k) Plan
Notes To Financial Statements
December 31, 2000
4. INVESTMENTS: (Continued)
Registered Investment Companies:
December 31, 2000:
-------------------------------------------------------------------------
Number
of Shares Market
or Units Cost Value
-------------------------------------------------------------------------
ML Int'l Equity Fund Class D 9,574.9 $ 100,820 $ 94,600
Mass Investors Growth Stock Fund 29,714.4 565,292 509,305*
ML Basic Value Fund Class D 9,067.8 336,691 296,699*
ML Core Bond Fund Inter Term Class D 21,034.0 232,817 234,530*
ML S&P 500 Index Fund Class A 9,694.1 164,954 156,850*
PIMCO Innovation Fund Class A 362.1 23,261 14,908
State Street Aurora Fund 10,812.4 235,319 301,990*
-------------------------------------------------------------------------
$1,659,154 $1,608,882
=========================================================================
December 31, 1999:
-------------------------------------------------------------------------
Number
of Shares Market
or Units Cost Value
-------------------------------------------------------------------------
ML Int'l Equity Fund Class D 5,114.0 $ 49,853 $ 61,931
ML Basic Value Fund Class D 4,319.7 171,007 164,411*
ML Core Bond Fund Inter Term Class D 10,957.8 123,588 119,878*
ML S&P 500 Index Fund Class A 6,154.0 100,916 110,896*
State Street Aurora Fund 5,835.3 102,842 129,600*
Mass Investors Growth Stock Fund 15,339.2 265,686 311,845*
------------------------------------------------------------------------
$ 813,892 $ 898,561
========================================================================
*Investments that represent 5% or more of fair value of the Plan assets.
During 2000, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the year)
depreciated in value by $42,163 as follows:
Registered investment companies ($125,874)
Common stock 83,711
-------------------------------------------------------------
($42,163)
=============================================================
Page 8
A.C. Moore Arts & Crafts, Inc.
401(k) Plan
Notes To Financial Statements
December 31, 2000
5. PLAN TERMINATION:
Although it has not expressed any intent to do so, the
Company has the right under the Plan to terminate the Plan subject to
the provisions of ERISA. In the event the Plan is terminated,
participants will become 100 percent vested in their accounts.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
A reconciliation of net assets available for benefits as
reported on the financial statements to that reported on the Form 5500
follows:
December 31: 2000 1999
------------------------------------------------------------------------------------
Net assets available for benefits
per the financial statements $2,446,095 $1,284,853
Receivable employer contributions (10,511) (8,994)
Receivable employees' contributions (66,821) (48,578)
-------------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS,
PER FORM 5500 $2,368,763 $1,227,281
=====================================================================================
A reconciliation of net increase in net assets available
for benefits as reported on the financial statements to that reported on
Form 5500 follows:
Year Ended December 31, 2000:
-------------------------------------------------------------------------------------
Net increase in net assets available for
benefits per the financial statements $1,161,242
Difference in employer contributions (1,517)
Difference in employees' contributions (18,243)
-------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS, PER FORM 5500 $1,141,482
=====================================================================================
The above differences are attributable to the financial
statements being reported on the accrual basis of accounting, while
certain items on Form 5500 are being reported on the cash basis, namely
contributions. In addition, unrealized appreciation (depreciation) and
dividend income are combined for Form 5500 reporting purposes.
SUPPLEMENTARY INFORMATION
A.C. Moore Arts & Crafts, Inc. 401(k) Plan Page 9
Schedule of Assets Held for Investment Purposes
December 31, 2000
EI #223527763
Plan Number 001
Cost/Book Market % Total
Shares/Units Investment Category Price/NAV Value Value Value
- -------------------------------------------------------------------------------------------------------------------
COMMON STOCK
47,722.8216 A.C. Moore Arts & Crafts 8.187 300,119.64 390,706.74 16.49%
COMMON/COLLECTIVE TRUSTS
319,326.5100 ML RET Preservation Trust 1.000 319,326.52 319,326.51 13.48%
1,705.2000 ML RET Preservation Trust 1.000 1,705.20 1,705.20 0.07%
------------- ------------ ------
Total Common/Collective Trusts 321,031.71 321,031.71 13.55%
MUTUAL FUNDS
20,813.7246 ML BD Inter Term CL D 11.150 230,413.89 232,073.03 9.80%
220.3144 ML BD Inter Term CL D 11.150 2,403.01 2,456.51 0.10%
362.1100 PIMCO Innovation FD CL A 41.170 23,260.90 14,908.07 0.63%
9,694.0543 ML S&P 500 Index Fund CL A 16.180 164,953.62 156,849.80 6.62%
10,709.6824 State Street Aurora Fund 27.930 232,527.83 299,121.43 12.63%
102.7064 State Street Aurora Fund 27.930 2,791.54 2,868.59 0.12%
29,568.2823 Mass Invest Growth Stk FD CL A 17.140 562,328.59 506,800.36 21.40%
A.C. Moore Arts & Crafts, Inc. 401(k) Plan Page 9a
Schedule of Assets Held for Investment Purposes
December 31, 2000
EI #223527763
Plan Number 001
Cost/Book Market % Total
Shares/Units Investment Category Price/NAV Value Value Value
- -------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS
146.1581 Mass Invest Growth Stk FD CL A 17.140 2,963.15 2,505.15 0.11%
9,308.0079 ML Intl Equity FD CL D 9.880 97,918.00 91,963.12 3.88%
266.8677 ML Intl Equity FD CL D 9.880 2,902.04 2,636.65 0.11%
8,987.5953 ML Basic Value Fund CL D 32.720 333,864.29 294,074.05 12.41%
80.2227 ML Basic Value FD CL GM 32.720 2,826.98 2,624.89 0.11%
------------ ------------ -------
Total Mutual Funds 1,659,153.84 1,608,881.65 67.92%
LOANS
45,121.2600 Loan Fund 1.000 45,121.26 45,121.26 1.90%
Investment Total 2,325,426.46 2,365,741.36 99.87%
Uninvested Cash - -
Accrued Income 1,017.63 1,017.63 0.04%
Cash 2,003.29 2,003.29 0.08%
------------ ------------ -------
TOTAL ASSETS 2,328,447.38 2,368,762.28 100.00%
A.C. Moore Arts & Crafts, Inc. Page 10
401(k) Plan
Schedule of NonExempt Transactions
Period from January 1, 2000 to December 31, 2000
Relationship to Plan,
Identity of Employer or Other
Party Involved PartyinInterest Description of Transactions
- ----------------------------------------------------------------------------------------------------------------
A.C. Moore Arts & Crafts, Inc. Plan Sponsor Contributions of $20,444 for the payroll
period ended April 16, 2000 were
deposited May 23, 2000
A.C. Moore Arts & Crafts, Inc. Plan Sponsor Contributions of $20,282 for the payroll
period ended April 23, 2000 were
deposited June 1, 2000
A.C. Moore Arts & Crafts, Inc. Plan Sponsor Contributions of $24,384 for the payroll
period ended April 30, 2000 were
deposited June 6, 2000
A.C. Moore Arts & Crafts, Inc. Plan Sponsor Contributions of $41,405 for the payroll
period ended May 7, 2000 and
May 14, 2000 were deposited
June 21, 2000
A.C. Moore Arts & Crafts, Inc. Plan Sponsor Contributions of $21,780 for the payroll
period ended May 21, 2000 were
deposited June 29, 2000
A.C. Moore Arts & Crafts, Inc. Plan Sponsor Contributions of $23,898 for the payroll
period ended May 28, 2000 were
deposited June 29, 2000