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): April 29, 2009

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 April 29, 2009, Bare Escentuals, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fiscal first quarter ended March 29, 2009. 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 April 29, 2009.

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: April 29, 2009

EX-99.1

Exhibit 99.1

BARE ESCENTUALS, INC. REPORTS FIRST QUARTER FISCAL 2009 RESULTS

SAN FRANCISCO, CA (April 29, 2009) — Bare Escentuals, Inc. (Nasdaq: BARE) today announced financial results for the first quarter ended March 29, 2009.

Net sales for the first quarter of fiscal 2009 were $124.3 million, a decrease of 11% from $140.4 million in the same period last year. Net income for the first quarter of fiscal 2009 was $16.7 million, or $0.18 per diluted share, compared to $25.8 million, or $0.28 per diluted share, in the first quarter of fiscal 2008.

“As anticipated, the economic environment remained challenging in the first quarter, manifesting in sharp inventory de-stocking among our key retail partners which impacted our first quarter financial results. In this environment, we are focused on managing our business as diligently and prudently as we can while continuing to improve upon the customer experience,” said Leslie Blodgett, Chief Executive Officer. “While expense management will remain top-of-mind at Bare Escentuals, we are equally committed to building on our strong brand heritage through strategic investments in new product introductions, customer acquisition and distribution expansion that will position us for long term success.”

Conference Call

Bare Escentuals, Inc. will host a conference call today, April 29, 2009 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.

About Bare Escentuals, Inc.

Bare Escentuals, Inc. is one of the leading prestige cosmetic companies in the United States and an innovator 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, Buxom and md formulations brands worldwide.

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, the impact of our restructuring and estimates of our financial results and capital expenditures for future periods. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “expect,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are also intended to identify forward-looking statements. Our actual results and the timing of events could differ materially from

those anticipated in or implied by these forward-looking statements as a result of several factors. Factors that could affect future performance include, but are not limited to, changes in general economic or market conditions, including the adverse effects of a challenging and potentially worsening consumer and retail environment; 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 $237.6 million as of March 29, 2009; and other risk factors detailed in our most recently filed Annual Report on Form 10-K, and any subsequently filed Quarterly Reports on Form 10-Q, 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:	Eric C. Wong
	Bare Escentuals, Inc.
	(415) 489-5000
	Laura Foster / Christine Gleim
	ICR, Inc.
	Laura.foster@icrinc.com; christine.gleim@icrinc.com
	(310) 954-1100

BARE ESCENTUALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except percentages and per share data)

(Unaudited)

	Three months ended
	March 29, 2009					March 30, 2008
Sales, net	$	124,253		100.0	%	$	140,358		100.0	%
Cost of goods sold		33,337		26.8			38,657		27.5
Gross profit		90,916		73.2			101,701		72.5
Expenses:
Selling, general and administrative		54,062		43.5			50,464		35.9
Depreciation and amortization		4,094		3.3			2,621		1.9
Stock-based compensation		1,471		1.2			1,912		1.4
Operating income		31,289		25.2			46,704		33.3
Interest expense		(2,789	)	(2.2	)		(4,644	)	(3.3	)
Other income (expense), net		(438	)	(0.4	)		707		0.5
Income before provision for income taxes		28,062		22.6			42,767		30.5
Provision for income taxes		11,373		9.2			16,984		12.1
Net income	$	16,689		13.4	%	$	25,783		18.4	%
Net income per share:
Basic	$	0.18				$	0.28
Diluted	$	0.18				$	0.28
Weighted-average shares used in per share calculations:
Basic		91,687					91,260
Diluted		92,876					93,277

BARE ESCENTUALS, INC.

NET SALES BY BUSINESS SEGMENT

(in thousands, except percentages)

(Unaudited)

	Three months ended
	March 29, 2009				March 30, 2008
North America Retail	$	73,209	58.9	%	$	78,042	55.6	%
North America Direct To Consumer		35,170	28.3			48,248	34.4
International		15,874	12.8			14,068	10.0
Sales, net	$	124,253	100.0	%	$	140,358	100.0	%

BARE ESCENTUALS, INC.

CONSOLIDATED BALANCE SHEET DATA

(in thousands)

	March 29, 2009		December 28, 2008*			March 30, 2008
	(Unaudited)					(Unaudited)
Cash and cash equivalents	$	61,307	$	47,974		$	37,662
Inventories		87,729		92,576			69,569
Accounts receivable, net of allowances		32,473		42,304			37,846
Total current assets		204,240		203,167			161,656
Total assets		302,837		299,781			235,930
Accounts payable		11,248		16,534			25,406
Accrued liabilities		16,897		20,260			17,696
Total current liabilities		45,361		57,063			62,556
Current portion of long-term debt		17,216		17,216			17,216
Long-term debt		220,364		223,808			234,137
Total stockholders’ equity (deficit)	$	18,306	$	(308	)	$	(76,383	)

* - The balance sheet data was derived from the audited consolidated balance sheet at December 28, 2008 included in the Company’s filing on Form 10-K.