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): August 18, 2004

BROOKSTONE, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-21406	06-1182895
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17 RIVERSIDE STREET, NASHUA, NH	03062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 603-880-9500.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

99.1 August 18, 2004 Press Release

Item 12. Results of Operations and Financial Condition.

The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 12 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

On August 18, 2004, Brookstone, Inc. issued a press release reporting its financial results for its second fiscal quarter ended July 31, 2004. A copy of the press release is set forth as Exhibit 99.1 and is incorporated by reference herein.

SIGNATURE

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.

August 18, 2004	By:	/s/ Philip W. Roizin
		Philip W. Roizin
		Executive Vice President,
		Finance and Administration,
		Treasurer and Secretary
		(Principal Financial Officer and duly
		authorized to sign on behalf of registrant)

EX-99.1

Exhibit 99.1

FOR:	BROOKSTONE, INC.
CONTACT:	Philip Roizin
	EVP of Finance and Administration
	(603) 880-9500
	Robert Fusco
	Investor Relations
	(603) 880-9500

FOR IMMEDIATE RELEASE

Brookstone 2^nd-Quarter Earnings Exceed Previous Guidance; Company Raises Earnings Forecast for the Year

NASHUA, NH, August 18, 2004 – Brookstone, Inc. (Nasdaq: BKST), the product development and specialty retail company, announced today that second-quarter results improved by approximately 80 percent over 2003, driven by a 13.3 percent rise in same-store sales. Brookstone also raised its year-end earnings forecast for the second time this year.

For the second quarter ended July 31, 2004, Brookstone narrowed its loss to $465,000, or $0.02 per diluted share, compared to previously released guidance of $0.03 to $0.04 per diluted share, and compared to the 2003 second quarter loss of $2.3 million, or $0.12 per diluted share.

Same-store sales for the 13-week period climbed 13.3 percent, while total sales for the second quarter surged 22.2 percent to $98.3 million, compared to $80.5 million for the second quarter of 2003. Direct Marketing sales rose 16.6 percent to $16.3 million as compared to last year.

For the first six months of 2004, same-store sales climbed 16.2 percent. Total sales for the first half of the year increased 24.3 percent to $175.8 million, compared to $141.4 million in the same period last year. Direct Marketing sales rose 16.5 percent to $28.1 million, compared to $24.1 million last year. Year-to-date revenue improved 24.3 percent, as the net loss narrowed by 41.5 percent to $5.1 million, or $0.25 per diluted share, compared to $8.7 million, or $0.45 per diluted share last year.

Because of the seasonal nature of specialty retailing, Brookstone generally carries a loss through the first three quarters and makes its profit in the fourth quarter.

“We are very pleased with our second-quarter results and believe they validate our unique market position as both a product developer and multi-channel retailer,” said Brookstone Chairman, President and Chief Executive Officer Michael Anthony. “Even in this variable retail environment, we generated consistently strong, double-digit same-store sales increases in all three months of the quarter, delivered a strong Father’s Day performance and significantly improved our operating results.”

Mr. Anthony continued: “During the second quarter, we saw continued favorable customer response to our unique and innovative proprietary products. Additionally, we’re pleased to report that our new and remodeled stores are performing at or above expectations and that our airport stores continue to deliver strong results. To date this year, we’ve opened eight new stores and remodeled three, all in our dynamic New Store Design.”

Mr. Anthony continued: “The Brookstone Direct Marketing business also turned in an impressive performance, led by the Internet and the expanded circulation of the Brookstone catalog, which delivered increased sales to the catalog and Internet site and significant incremental revenue to the stores. We’re very pleased with the synergy we’ve achieved among our sales channels through this targeted marketing strategy and plan to increase the circulation of the Brookstone catalog in the fourth quarter by approximately 75 percent.”

Looking forward to the second half of the year, Mr. Anthony said: “We remain on track to open 18 to 20 new stores this year, including three in airports, and to remodel 10 to 12 stores. We plan to open approximately 11 new stores and remodel nine in the third quarter.”

“During the third and fourth quarters, we will introduce more than 100 new products that we believe will resonate strongly with customers. With the addition of these new products to our already compelling merchandise selection, we believe Brookstone again will be the retailer of choice this Holiday season.”

Mr. Anthony concluded: “We expect a third-quarter loss of between $0.33 and $0.36 per diluted share, compared to a loss of $0.30 per diluted share in 2003. For the third quarter, we anticipate same-store sales will increase in the mid-single digits. This increased loss is consistent with our business model, which typically increases losses in the third quarter as we open new stores.”

“Furthermore, as a result of our strong year-to-date results, we are raising our guidance for year-end earnings to between $1.10 and $1.12 per diluted share, compared to our earlier estimate of between $1.07 and $1.10 per diluted share, an increase of up to 29 percent over the $0.87 we earned in 2003.”

Brookstone, Inc. is a product development and specialty retail company that operates 278 Brookstone brand stores nationwide and in Puerto Rico. Typically located in high-traffic regional shopping malls, lifestyle centers and airports, Brookstone stores feature unique and innovative consumer products. The Company also operates three stores under the Gardeners Eden brand, and a Direct-Marketing business that consists of three catalog titles – Brookstone, Hard-to-Find-Tools and Gardeners Eden – as well as e-commerce web sites at http://www.brookstone.com and http://www.gardenerseden.com.

Statements made available on this conference call and web cast which are not historical facts, including statements about the Company’s confidence or expectations, earnings, anticipated operations of its e-commerce sites and those of third-party service providers, and other statements about the Company’s operational outlook, are forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from those set forth in such forward-looking statements. Such risks and uncertainties include, without limitation, risks of changing market conditions in the overall economy and the retail industry, consumer demand, the effectiveness of e-commerce technology and marketing efforts, availability of products, availability of adequate transportation of such products, and other factors detailed from time to time in the Company’s annual and other reports filed with the Securities and Exchange Commission. Words such as “estimate”, “project”, “plan”, “believe”, “feel”, “anticipate”, “assume”, “may”, “will”, “should” and similar words and phrases may identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligations to publicly release any revisions to these forward-looking statements or reflect events or circumstances after the date hereof.

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(tables follow)

Brookstone, Inc.

Consolidated Statement of Operations

($ in thousands)

(Unaudited)

	Thirteen weeks ended						Twenty-six weeks ended
	July 31, 2004			August 2, 2003			July 31, 2004			August 2, 2003
Net sales	$	98,316		$	80,474		$	175,767		$	141,431
Cost of sales		63,664			53,850			118,028			100,017
Gross profit		34,652			26,624			57,739			41,414
Selling, general and administrative expenses		35,036			30,207			65,276			55,291
Loss from operations		(384	)		(3,583	)		(7,537	)		(13,877	)
Interest expense, net		209			181			445			311
Loss before taxes and other party interest in consolidated entities		(593	)		(3,764	)		(7,982	)		(14,188	)
Income tax benefit		(228	)		(1,449	)		(3,073	)		(5,462	)
Loss before other party interests in consolidated entities		(365	)		(2,315	)		(4,909	)		(8,726	)
Other party interest in consolidated entities, net of tax		100			—			200			—
Net Loss	$	(465	)	$	(2,315	)	$	(5,109	)	$	(8,726	)
Basic/diluted loss per share:
Net Loss	$	(0.02	)	$	(0.12	)	$	(0.25	)	$	(0.45	)
Weighted average shares outstanding – basic/diluted		20,203			19,323			20,118			19,267

Brookstone, Inc.

Consolidated Condensed Balance Sheet

($ in thousands)

	Unaudited
	July 31, 2004		August 2, 2003		January 31, 2004
Current Assets:
Cash and cash equivalents	$	30,942	$	29,008	$	69,738
Receivables, net		9,520		6,478		7,476
Merchandise inventories		68,886		55,489		66,876
Deferred income taxes		9,502		9,849		4,799
Other current assets		6,998		6,024		6,217
Total current assets		125,848		106,848		155,106
Deferred income taxes		4,738		5,854		4,738
Property and equipment, net		64,829		45,184		53,970
Intangible assets, net		3,988		4,258		4,123
Other assets		5,377		1,937		2,390
Total assets	$	204,780	$	164,081	$	220,327
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	15,356	$	10,780	$	15,759
Other current liabilities		26,603		23,647		41,827
Total current liabilities		41,959		34,427		57,586
Other long term liabilities		17,453		14,567		15,676
Long term obligation under capital lease		1,946		2,027		1,941
Commitments and Contingencies
Total shareholders’ equity		143,422		113,060		145,124
Total liabilities and shareholders’ equity	$	204,780	$	164,081	$	220,327

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