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): October 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 October 29, 2009, Bare Escentuals, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fiscal third quarter ended September 27, 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 October 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: October 29, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 29, 2009.

EX-99.1

Exhibit 99.1

BARE ESCENTUALS, INC. REPORTS THIRD QUARTER FISCAL 2009 RESULTS

SAN FRANCISCO, CA (October 29, 2009) — Bare Escentuals, Inc. (Nasdaq: BARE) today announced financial results for the third fiscal quarter and nine months ended September 27, 2009.

Net sales for the third quarter of fiscal 2009 were $135.7 million, an increase of 4% from $130.2 million in the same period last year. Net income for the third quarter of fiscal 2009 was $22.6 million, or $0.24 per diluted share, compared to $22.9 million, or $0.25 per diluted share, in the same period last year.

Net sales for the nine months ended September 27, 2009, were $392.4 million, a decrease of 4% from $409.1 million in the same period last year. Net income for the first nine months of fiscal 2009 was $59.1 million, or $0.63 per diluted share, compared to net income of $73.4 million, or $0.79 per diluted share, in the same period last year.

“While the economic environment remains challenging, we are pleased with our third quarter performance and proud of the progress we’re making against the strategic initiatives that we set for ourselves at the beginning of the year,” said Leslie Blodgett, Chief Executive Officer. “Based on our compelling assortment, we believe that we are well positioned for the upcoming Holiday season.”

Conference Call

Bare Escentuals, Inc. will host a conference call today, October 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. These statements include, but are not limited to, statements regarding new product offerings and strategic product, marketing and geographic expansion initiatives, future sales and financial results, the potential of our brands, our future

competitive position, potential growth opportunities and prospects, and our plans and objectives for future operations. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are also intended to identify forward-looking statements. These forward-looking statements are based upon our current understandings, estimates, and projections and should not be considered a guarantee of future performance. These statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside management’s control, that could cause our actual results and the timing of events to differ materially from those anticipated in or implied by these forward-looking statements. Factors that could affect future performance or the timing of events 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 limited experience working together of our current management group; 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; the outcome of recent securities class action litigation; 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 revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

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										Nine months ended
	September 27, 2009					September 28, 2008					September 27, 2009					September 28, 2008
Sales, net	$	135,710		100.0	%	$	130,199		100.0	%	$	392,430		100.0	%	$	409,075		100.0	%
Cost of goods sold		34,819		25.7			35,354		27.2			103,689		26.4			113,028		27.6
Gross profit		100,891		74.3			94,845		72.8			288,741		73.6			296,047		72.4
Expenses:
Selling, general and administrative		56,950		41.9			51,208		39.3			167,177		42.6			152,363		37.2
Depreciation and amortization		4,609		3.4			3,065		2.3			12,950		3.3			8,507		2.1
Stock-based compensation		1,248		0.9			1,533		1.2			4,262		1.1			4,413		1.1
Operating income		38,084		28.1			39,039		30.0			104,352		26.6			130,764		32.0
Interest expense		(2,141	)	(1.6	)		(3,917	)	(3.0	)		(7,755	)	(2.0	)		(12,841	)	(3.1	)
Other income (expense), net		653		0.5			24		0.0			814		0.2			691		0.1
Income before provision for income taxes		36,596		27.0			35,146		27.0			97,411		24.8			118,614		29.0
Provision for income taxes		13,948		10.3			12,247		9.4			38,312		9.8			45,240		11.1
Net income	$	22,648		16.7	%	$	22,899		17.6	%	$	59,099		15.0	%	$	73,374		17.9	%
Net income per share:
Basic	$	0.25				$	0.25				$	0.64				$	0.80
Diluted	$	0.24				$	0.25				$	0.63				$	0.79
Weighted-average shares used in per share calculations:
Basic		91,911					91,454					91,814					91,364
Diluted		93,682					93,207					93,310					93,282
BARE ESCENTUALS, INC. NET SALES BY BUSINESS SEGMENT (in thousands, except percentages) (Unaudited)
	Three Months Ended										Nine Months Ended
	September 27, 2009					September 28, 2008					September 27, 2009					September 28, 2008
North America Retail	$	88,284		65.0	%	$	80,524		61.9	%	$	239,423		61.0	%	$	232,676		56.9	%
North America Direct To Consumer		26,852		19.8			32,431		24.9			100,993		25.7			129,099		31.5
International		20,574		15.2			17,244		13.2			52,014		13.3			47,300		11.6
Sales, net	$	135,710		100.0	%	$	130,199		100.0	%	$	392,430		100	%	$	409,075		100.0	%

BARE ESCENTUALS, INC.

CONSOLIDATED BALANCE SHEET DATA

(in thousands)

	September 27, 2009		December 28, 2008*			September 28, 2008
	(Unaudited)					(Unaudited)
Cash and cash equivalents	$	98,737	$	47,974		$	23,038
Inventories		74,334		92,576			95,928
Accounts receivable, net of allowances		47,425		42,304			43,630
Total current assets		245,018		203,167			182,431
Total assets		350,182		299,781			272,492
Accounts payable		14,490		16,534			25,280
Accrued liabilities		20,948		20,260			14,561
Total current liabilities		52,654		57,063			57,057
Current portion of long-term debt		17,216		17,216			17,216
Long-term debt		213,478		223,808			227,251
Total stockholders’ equity (deficit)	$	65,766	$	(308	)	$	(24,771	)

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