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): July 30, 2008

Bare Escentuals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33048	20-1062857
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 July 30, 2008, Bare Escentuals, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fiscal quarter ended June 29, 2008. 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 July 30, 2008.

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:	Executive Vice President, Chief Financial Officer and Chief Operating Officer

Date: July 30, 2008

EX-99.1

Exhibit 99.1

BARE ESCENTUALS, INC. REPORTS SECOND QUARTER FISCAL 2008 RESULTS

Second Quarter Net Income Grows 22%

SAN FRANCISCO, CA (July 30, 2008) — Bare Escentuals, Inc. (Nasdaq: BARE) today announced financial results for the second fiscal quarter and six months ended June 29, 2008.

Net sales for the second quarter of fiscal 2008 were $138.5 million, an increase of approximately 12% from $124.1 million recorded in the same period last year. Net income for the second quarter of fiscal 2008 was $24.7 million, or $0.26 per diluted share, an increase of 22% compared to $20.2 million, or $0.22 per diluted share, in the second quarter of fiscal 2007.

For the six months ended June 29, 2008, net sales increased 16% to $278.9 million, from $239.8 million in the same period last year. Net income for the first six months of 2008 was $50.5 million, or $0.54 per diluted share, an increase of 24% compared to net income of $40.6 million, or $0.44 per diluted share, during the same period last year.

“We are pleased with our overall performance in the quarter,” said Leslie Blodgett, Chief Executive Officer. “The strength of the Bare Escentuals brand helped us to extend our leading market share in face makeup, and we continue to make strides in the eye, lip, and skincare categories.”

Leslie added, “While we remain mindful of trends surrounding consumer spending and are thus taking a more conservative view towards sales growth, we continue to have confidence in our ability to expand our product offering, develop more points of distribution and deliver earnings in line with our prior expectations.”

Guidance

For fiscal 2008, the Company now expects sales growth to be in the range of 15% to 20% compared to the prior year. The Company continues to expect diluted earnings per share for fiscal 2008 to be in the range of $1.13 to $1.18.

Conference Call

Bare Escentuals, Inc. will host a conference call today, July 30, 2008 at 1:30 p.m. Pacific (4:30 p.m. Eastern). The call will be hosted by Leslie Blodgett, Chief Executive Officer; and Myles McCormick, Chief Operating Officer and Chief Financial Officer, and will be broadcast live over the Internet and will be 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.

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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, department stores, 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 $247.9 million as of June 29, 2008; changes in general economic or market conditions; and other risk factors detailed in our Annual Report on Form 10-K for the period ended December 30, 2007, as well as our Quarterly Report on Form 10-Q for the quarter ended March 30, 2008, which are 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 Gleim ICR, Inc. andrew.greenebaum@icrinc.com; christine.gleim@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)

(Unaudited)

	Three months ended										Six months ended
	June 29, 2008					July 1, 2007					June 29, 2008					July 1, 2007
Sales, net	$	138,518		100.0	%	$	124,144		100.0	%	$	278,876		100.0	%	$	239,757		100.0	%
Cost of goods sold		39,017		28.2			37,578		30.3			77,674		27.9			71,028		29.6
Gross profit		99,501		71.8			86,566		69.7			201,202		72.1			168,729		70.4
Expenses:
Selling, general and administrative		50,691		36.6			43,536		35.1			101,155		36.3			82,721		34.5
Depreciation and amortization		2,821		2.0			1,860		1.5			5,442		1.9			2,800		1.2
Stock-based compensation		968		0.7			1,779		1.4			2,880		1.0			3,390		1.4
Operating income		45,021		32.5			39,391		31.7			91,725		32.9			79,818		33.3
Interest expense		(4,280	)	(3.1	)		(6,274	)	(5.0	)		(8,924	)	(3.2	)		(13,085	)	(5.5	)
Other income (expense), net		(40	)	0.0			487		0.4			667		0.2			828		0.3
Income before provision for income taxes		40,701		29.4			33,604		27.1			83,468		29.9			67,561		28.1
Provision for income taxes		16,009		11.6			13,389		10.8			32,993		11.8			26,941		11.2
Net income	$	24,692		17.8	%	$	20,215		16.3	%	$	50,475		18.1	%	$	40,620		16.9	%
Net income per share:
Basic	$	0.27				$	0.22				$	0.55				$	0.45
Diluted	$	0.26				$	0.22				$	0.54				$	0.44
Weighted-average shares used in per share calculations:
Basic		91,377					90,021					91,319					89,725
Diluted		93,363					93,091					93,320					92,804

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BARE ESCENTUALS, INC.

NET SALES BY BUSINESS SEGMENT AND DISTRIBUTION CHANNEL

(in thousands, except percentages)

(Unaudited)

	Three Months Ended								Six Months Ended
	June 29, 2008				July 1, 2007				June 29, 2008				July 1, 2007
Retail
Infomercial	$	24,688	17.8	%	$	31,583	25.4	%	$	55,367	19.9	%	$	65,857	27.5	%
Boutiques		27,279	19.7			19,396	15.6			53,009	19.0			36,530	15.2
Total retail		51,967	37.5			50,979	41.0			108,376	38.9			102,387	42.7
Wholesale
Premium wholesale		40,080	28.9			37,599	30.3			85,054	30.5			73,179	30.5
Home shopping television		24,052	17.4			16,270	13.1			41,929	15.0			29,964	12.5
Spas and salons		16,575	12.0			14,099	11.4			33,222	11.9			24,058	10.0
International distributors		5,844	4.2			5,197	4.2			10,295	3.7			10,169	4.3
Total wholesale		86,551	62.5			73,165	59.0			170,500	61.1			137,370	57.3
Sales, net	$	138,518	100.0	%	$	124,144	100.0	%	$	278,876	100	%	$	239,757	100.0	%

BARE ESCENTUALS, INC.

CONSOLIDATED BALANCE SHEET DATA

(in thousands)

	June 29, 2008			December 30, 2007			July 1, 2007
	(Unaudited)						(Unaudited)
Cash and cash equivalents	$	31,135		$	32,117		$	22,564
Inventories		81,469			59,643			56,042
Accounts receivable, net of allowances		45,266			43,369			34,477
Total current assets		180,069			151,932			134,417
Total assets		262,509			223,905			195,626
Accounts payable		29,457			22,041			28,867
Accrued liabilities		20,106			25,141			20,122
Total current liabilities		66,779			67,731			66,636
Current portion of long-term debt		17,216			17,901			17,624
Long-term debt, less current portion		230,694			247,032			282,376
Total stockholders’ deficit	$	(49,054	)	$	(104,487	)	$	(161,656	)

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