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 2, 2007

Bare Escentuals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33048	20-1062857
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)
71 Stevenson Street, 22nd Floor, San Francisco, CA		94105
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:(415) 489-5000

N/A

(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 (see General Instruction A.2. below):

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.

On May 2, 2007, Bare Escentuals, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fiscal quarter ended April 1, 2007.  The Company is furnishing a copy of the press release hereto as Exhibit 99.1.

In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing 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 2, 2007.

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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 hereunto duly authorized.

BARE ESCENTUALS, INC.
By:	/s/ MYLES B. MCCORMICK
Name:	Myles B. McCormick
Title:	Senior Vice President, Chief Financial Officer, Chief Operations Officer and Secretary

Date: May 2, 2007

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EX-99.1

Exhibit 99.1

BARE ESCENTUALS, INC. REPORTS FIRST QUARTER FISCAL 2007 RESULTS

First Quarter Sales Increase 29% and Net Income Improves 40%

SAN FRANCISCO, CA (May 2, 2007) ― Bare Escentuals, Inc. (Nasdaq: BARE) today announced financial results for the first fiscal quarter ended April 1, 2007.

Net sales for the first quarter of fiscal 2007 were $115.6 million, an increase of approximately 29% from $89.9 million recorded in the same period last year. Net income for the first quarter of fiscal 2007 was $20.4 million, or $0.22 per diluted share on approximately 92.6 million shares outstanding, compared to $14.5 million, or $0.20 per diluted share on approximately 71.9 million shares outstanding, in the first quarter of fiscal 2006. Operating income for the first quarter of fiscal 2007 was $40.4 million, an increase of approximately 20% from $33.6 million in the same period last year.

“The first quarter of 2007 was a very good quarter for the company and a continuation of the strong growth we delivered in 2006,” said Leslie Blodgett, Chief Executive Officer. “While our sales and earnings speak to our outstanding performance, it is the strength of our brand and dedication of our customers that genuinely reflect our success. As we expand distribution channels worldwide, we remain committed to providing the highest quality bareMinerals products and customer service, as well as maintaining our brand excellence and industry leadership.”

Guidance

Based on stronger-than-expected first quarter results, Bare Escentuals expects fiscal 2007 diluted earnings per share to be in the range of $0.89 to $0.94 on approximately 93.2 million shares outstanding. This change represents an increase of $0.05 over the prior earnings guidance. The Company continues to anticipate that earnings will be weighted toward the second half of fiscal 2007.

Conference Call

Bare Escentuals, Inc. will host a conference call today, May 2, 2007 at 1:30 p.m. Pacific (4:30 p.m. Eastern). The call, which will be hosted by Leslie Blodgett, Chief Executive Officer; Diane Miles, President; and Myles McCormick, Chief Financial Officer and Chief Operations Officer, will be broadcast live over the Internet and accessible through the Investor Relations section of the Company’s website at http://ir.bareescentuals.com. The webcast will also be archived online within one hour of the completion of the conference call and available at the Investor Relations section of the Company’s website at http://ir.bareescentuals.com.

About Bare Escentuals, Inc.

Bare Escentuals, Inc. is one of the fastest growing prestige cosmetic companies in the United States and a leader in mineral-based cosmetics. The Company utilizes a distinctive marketing strategy and multi-channel distribution model to develop, market and sell cosmetics, skin care, and body care products under its bareMinerals, RareMinerals and namesake Bare Escentuals brands, and professional skin care products under its md formulations brand through infomercials, home shopping television, specialty beauty retailers, company-owned boutiques, spas and salons, and online shopping.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives and future operations and estimates of our financial results and capital expenditures for future periods. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. Factors that could affect future performance include, but are not limited to our dependence on sales of our mineral-based foundation; our dependence on significant customers with whom we do not have long-term purchase commitments; the highly competitive nature of the beauty industry, and the adverse consequences if we are unable to compete effectively; the possibility that we might not manage our growth effectively or sustain our growth or profitability; the possibility that we might not be able to retain key executives and other personnel and recruit additional executives and personnel; the possibility that we might not be able to open and operate new boutiques successfully; our dependence on our suppliers to produce and deliver our products in a timely and cost-effective manner; the possibility that our media spending might not result in increased net sales or generate the levels of product and brand name awareness we desire; the possibility that we may be unable to repay or refinance our indebtedness, which was $339.3 million as of December 31, 2006; changes in general economic or market conditions; and other risk factors detailed in our Annual Report on Form 10-K for the year ended December 31, 2006, which is available at the SEC’s website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements made herein speak only as of the date of this press release and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Investor Contact:	Andrew Greenebaum / Christine Lumpkins
	Integrated Corporate Relations, Inc.
	agreenebaum@icrinc.com ; clumpkins@icrinc.com
	(310) 954-1100

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BARE ESCENTUALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except percentages and per share data)

	Three months ended
	April 1, 2007					April 2, 2006
Sales, net	$	115,613		100.0	%	$	89,915		100.0	%
Cost of goods sold	33,450			28.9		25,196			28.0
Gross profit	82,163			71.1		64,719			72.0
Expenses:
Selling, general and administrative	39,185			33.9		29,684			33.0
Depreciation and amortization	940			0.8		465			0.5
Stock-based compensation	1,611			1.4		944			1.1
Operating income	40,427			35.0		33,626			37.4
Interest expense, net	(6,470		)	(5.6	)	(8,697		)	(9.7	)
Income before provision for income taxes	33,957			29.4		24,929			27.7
Provision for income taxes	13,552			11.7		10,395			11.5
Net income	$	20,405		17.7	%	$	14,534		16.2	%
Net income per share:
Basic	$	0.23				$	0.21
Diluted	$	0.22				$	0.20
Weighted-average shares used in per share calculations:
Basic	89,428					69,145
Diluted	92,632					71,868

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BARE ESCENTUALS, INC.

NET SALES BY BUSINESS SEGMENT AND DISTRIBUTION CHANNEL

(in thousands, except percentages)

	Three Months Ended
	April 1, 2007				April 2, 2006
Retail
Infomercial	$	34,274	29.7	%	$	30,548	34.0	%
Boutiques	17,134		14.8		11,516		12.8
Total retail	51,408		44.5		42,064		46.8
Wholesale
Premium wholesale	35,580		30.8		23,828		26.5
Home shopping television	13,694		11.8		12,366		13.8
Spas and salons	9,959		8.6		7,506		8.3
International distributors	4,972		4.3		4,151		4.6
Total wholesale	64,205		55.5		47,851		53.2
Sales, net	$	115,613	100.0	%	$	89,915	100.0	%

BARE ESCENTUALS, INC.

CONSOLIDATED BALANCE SHEET DATA

(in thousands)

	April 1, 2007			December 31, 2006			April 2, 2006
	(Unaudited)						(Unaudited)
Cash and cash equivalents	$	39,153		$	20,875		$	26,507
Inventories	59,267			62,006			39,199
Accounts receivable, net of allowances	37,721			30,759			24,944
Total current assets	149,365			125,715			97,093
Total assets	183,580			155,835			116,167
Accounts payable	21,178			25,357			18,916
Accrued liabilities	13,427			16,123			12,765
Total current liabilities	58,764			59,377			50,082
Current portion of long-term debt	17,624			17,624			12,667
Long-term debt	307,376			321,639			374,000
Total stockholders’ equity (deficit)	$	(188,803	)	$	(228,522	)	$	(310,833	)

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