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, 2005

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.)

ONE INNOVATION WAY, MERRIMACK, NH	03054
(Address of principal executive offices)	(Zip Code)

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

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:

¨ 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 August 18, 2005, Brookstone, Inc. issued a press release reporting its earning for its second fiscal quarter ending July 30, 2005. A copy of the press release is set forth as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 August 18, 2005 Earnings Release

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, 2005	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

Contact:

Philip Roizin

EVP of Finance and Administration

(603) 880-9500

Robert Fusco

Investor Relations

(603) 880-9500

FOR IMMEDIATE RELEASE

Brookstone Announces Second-Quarter 2005 Earnings

MERRIMACK, N.H., August 18, 2005 – Product development company and specialty retailer Brookstone, Inc. (Nasdaq: BKST) today announced earnings for the second quarter of 2005. Results in this release relating to the Company’s Gardeners Eden brand are reflected as discontinued operations.

For the 13-week period ended July 30, 2005, Brookstone reported a net loss of $5.7 million, or $0.28 per diluted share. This compares to a net loss of $465,000, or $0.02 per diluted share in the second quarter of 2004. The Company announced plans to divest its Gardeners Eden business on June 29, 2005. The second quarter loss for 2005 includes a write-off of the intangible assets of Gardeners Eden, as well as related severance costs, totaling $4.1 million, or $0.12 cents per diluted share. Excluding these Gardeners Eden costs, the net loss for the quarter was at the better end of previously issued comparable guidance of $0.16 to $0.19 loss per diluted share.

For the 26-week period ended July 30, 2005, Brookstone reported a net loss of $12.5 million, or $0.61 per diluted share compared to a net loss of $5.1 million or $0.25 per diluted share for the comparable period in Fiscal 2004. .

Total sales for the second quarter decreased 6.6 percent to $87.5 million, while same-store sales decreased 10.0 percent, in each case when compared to the same period in 2004. Direct-Marketing sales decreased 1.7 percent to $13.1 million on a 10.8 percent reduction in catalog circulation.

Total sales for the 26-week period ended July 30, 2005 decreased 2.2 percent to $164.3 million compared to the same period in 2004. Same-store sales decreased 7.3 percent compared to last year. Year to date Direct-Marketing sales climbed 5.7 percent to $24.0 million on a 4.3 percent increase in catalog circulation.

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

As previously announced, Brookstone has signed a definitive merger agreement which was amended as of July 15, 2005 to be acquired by a consortium led by OSIM

International Ltd., J.W. Childs Associates L.P. and Temasek Capital (Private) Limited. Under the terms of the amended merger agreement, following approval by Brookstone’s shareholders and the satisfaction or waiver of other customary conditions including the receipt of regulatory approvals at the effective time of the merger, each outstanding share of Brookstone’s common stock will be converted into the right to receive $20.00 in cash.

Brookstone, Inc. is a specialty retailer that operates 291 Brookstone Brand stores nationwide and in Puerto Rico. Typically located in high-traffic regional shopping malls and airports, the stores feature unique and innovative consumer products. The Company also operates five 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 in this release 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 within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (“Reform Act”) and are 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. Statements about a possible sale or divestiture of its Gardeners Eden business constitute forward-looking statements. Any statements in this release made in connection with the merger are not forward-looking statements within the meaning of the safe harbor provisions of the Reform Act. The Company may not be able to complete a divestiture on acceptable terms because of a number of factors, including failure to reach agreement with a purchaser. 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.

Brookstone, Inc.

Consolidated Statement of Operations

($ in thousands)

(Unaudited)

	Thirteen-weeks ended						Twenty-six weeks ended
	July 30, 2005			July 31, 2004			July 30, 2005			July 31, 2004
Net sales	$	87,521		$	93,749		$	164,308		$	167,999
Cost of sales		59,915			60,930			114,797			113,238
Gross profit		27,606			32,819			49,511			54,761
Selling, general and administrative expenses		31,577			32,315			63,333			60,352
Income (loss) from continuing operations		(3,971	)		504			(13,822	)		(5,591	)
Interest (income) expense, net		(87	)		209			(103	)		445
Income (loss) before taxes, other party interests in consolidated entities and discontinued operations		(3,884	)		295			(13,719	)		(6,036	)
Other party interests in consolidated entities		247			163			506			325
Income (loss) before taxes and discontinued operations		(4,131	)		132			(14,225	)		(6,361	)
Income tax provision (benefit)		(1,575	)		51			(5,470	)		(2,446	)
Income (loss) from continuing operations		(2,556	)		81			(8,755	)		(3,915	)
Discontinued operations, net of tax		(3,193	)		(546	)		(3,773	)		(1,194	)
Net loss	$	(5,749	)	$	(465	)	$	(12,528	)	$	(5,109	)
Basic and diluted loss per share:
Income (loss) from continuing operations	$	(0.12	)	$	0.00		$	(0.43	)	$	(0.19	)
Discontinued operations, net of tax		(0.16	)		(0.02	)		(0.18	)		(0.06	)
Net loss	$	(0.28	)	$	(0.02	)	$	(0.61	)	$	(0.25	)
Weighted average shares outstanding basic/diluted		20,389			20,203			20,376			20,118

Brookstone, Inc.

Condensed Consolidated Balance Sheet

($ in thousands)

(Unaudited)

	July 30, 2005		July 31, 2004		January 29, 2005
Current Assets:
Cash and cash equivalents	$	46,613	$	30,942	$	86,205
Receivables, net		7,923		9,520		9,859
Merchandise inventories		75,879		68,886		75,585
Deferred income taxes, net		12,271		9,502		3,917
Prepaid expenses		7,315		6,998		6,045
Total current assets		150,001		125,848		181,611
Deferred income taxes, net		5,228		4,738		5,256
Property, plant and equipment, net		74,362		64,829		74,019
Intangible assets, net		—		3,988		3,853
Other assets		3,213		5,377		1,741
Total assets	$	232,804	$	204,780	$	266,480
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	12,076	$	15,356	$	17,402
Other current liabilities		29,224		26,192		46,500
Total current liabilities		41,300		41,548		63,902
Other long term liabilities		22,668		16,819		22,432
Long term debt		8,308		1,946		8,760
Commitments and Contingencies
Other party interests in consolidated entities		1,004		1,045		1,100
Total shareholders’ equity		159,524		143,422		170,286
Total liabilities and shareholders’ equity	$	232,804	$	204,780	$	266,480

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