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): February 28, 2006

R. G. BARRY CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-8769	31-4362899
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13405 Yarmouth Road N.W., Pickerington, Ohio 43147

(Address of principal executive offices) (Zip Code)

(614) 864-6400

(Registrant’s telephone number, including area code)

Not Applicable

(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):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99

Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition

On February 28, 2006, R. G. Barry Corporation issued a news release reporting its operating results for the fourth quarter and fiscal year ended December 31, 2005. A copy of the news release is attached as Exhibit 99 hereto.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a) — (c) Not applicable.

(d) Exhibits

Exhibit No.		Description
	99	News Release issued by R. G. Barry Corporation on February 28, 2006

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.

	R. G. BARRY CORPORATION
February 28, 2006	By:	/s/ Daniel D. Viren
		Daniel D. Viren
		Senior Vice President — Finance, Chief Financial Officer and Secretary

EX-99

EXHIBIT 99

FOR IMMEDIATE RELEASE: Tuesday, February 28, 2006

2005 NET EARNINGS OF $8 MILLION VALIDATE R.G. BARRY CORPORATION
TURNAROUND
Slipper Marketer Posts 2005 EPS of $0.82 vs. 2004 Per Share Loss of $2.02

PICKERINGTON, Ohio — Tuesday, February 28, 2006 — Citing the success of its two-year corporate turnaround program, at-home comfort footwear marketer R.G. Barry Corporation (AMEX-DFZ) today reported net earnings of $8.0 million for the year ended December 31, 2005, versus a $19.9 million net loss reported at the end of 2004.

For the full year, the Company reported:

• net sales from continuing operations of $105.5 million, up slightly from the $104.4 million reported in 2004;

• gross profit as a percent of sales at 42.0 percent versus 35.8 percent in 2004;

• consolidated net earnings of $8.0 million, or $0.82 per basic share and $0.79 per diluted share, compared to a consolidated net loss in 2004 of $19.9 million, or a loss of $2.02 per basic and diluted share; and

• restructuring and asset impairment charges of $1.6 million versus restructuring and asset impairment charges of $17.3 million in 2004.

In the fourth quarter, the Company recorded:

• net sales of $36.8 million, basically unchanged from the final quarter of 2004;

• gross profit as a percent of sales up at 44.2 percent compared to 40.6 percent in the equivalent period of 2004;

• consolidated net earning of $4.8 million, or $0.48 per basic share and $0.46 per diluted share, compared to net earnings of $4.3 million, or $0.44 per basic and diluted share, in the fourth quarter of 2004; and

• restructuring and asset impairment charges of $740,000 compared to charges of $1.2 million in the comparable period of 2004.

“The strength of our return to profitability for the full year is tangible proof that our transformation of R.G. Barry has been a success,” said Thomas M. Von Lehman, Chief Executive Officer.

“Our performance during the 2005 holiday selling season was healthy in all channels, thanks in great part to our smarter approach to selling in and controlling sell-through at retail. We had fresh and exciting at-home footwear products, packaging and point-of-sale presentations. Both retailers and consumers responded favorably.

“As a result of the changes made over the past two years, our financial health continues to improve. We believe the gains that became fully evident in full-year 2005 are sustainable as we move forward. Our focus in 2006 will

—more—

R.G. Barry — Page 2

shift to seeking out and cultivating profitable growth opportunities. However, as long as our business remains highly seasonal, we will continue to face second half volatility due to the unpredictable nature of the holiday sell-through at retail,” Mr. Von Lehman said.

R.G. Barry Corporation senior management will conduct a conference call for all interested parties at
1:00 p.m. EST today. Management will discuss the Company’s performance, its plans for the future and will accept questions from invited participants. The conference call is available at (888) 530-7880 or (706) 634-1795 until five minutes before starting time. To listen via the Internet, go to <www.rgbarry.com> at least 15 minutes prior to the scheduled start time to register, download, and install any necessary audio software.

Replays of the call will be available shortly after its completion. The audio replay can be accessed through March 7, 2006, by calling (800) 642-1687 or (706) 645-9291 and using access code 5796777; or for 30 days by visiting the Company’s Web site at <www.rgbarry.com>. A written transcript of the call will be available for 12 months at the Company’s Web site under the “Investors/News Release” section.

R.G. Barry Corporation, the Dearfoams^® company, is one of the world’s leading developers and marketers of comfort footwear for at and around the home. To learn more about its business, visit the Company’s Websites at <www.rgbarry.com> and <www.dearfoams.com>.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

The statements in this news release, other than statements of historical fact, are forward-looking statements, and are based upon information available to the Company on the date of this release. Our forward-looking statements inherently involve risks and uncertainties that could cause actual results and outcomes to differ materially from those anticipated by our forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the ability of the Company to continue sourcing products from outside North America without incurring substantial unplanned costs and without negatively impacting delivery times or product quality; our ability to comply with the various terms and covenants of our asset-based lending facility with CIT Commercial Services; the Company’s ability to maintain its inventory levels in accordance with its plans; the continued demand for the Company’s products by its customers and the continuing willingness of its customers and suppliers to support the Company; the strength of the retail market, especially during key holiday selling periods; the unexpected loss of key management or one or more of our key customers; a decision by the American Stock Exchange that the Company no longer meets its requirements for continued listing; and the impact of competition on the Company’s market share. Other risks to the our business are detailed in previous press releases, shareholder communications and Securities Exchange Act filings, including our Annual Report on Form 10-K for the fiscal year ended January 1, 2005. Except as required by applicable law, we do not undertake to update the forward-looking statements contained in this news release to reflect new information that becomes available after the date hereof.

—tables to follow—

AT THE COMPANY:
Daniel Viren, Sr. VP Finance — 614-864-6400

Roy Youst, Dir. Corp. Comm. — 614-864-6400

R.G. Barry — Page 3

R. G. BARRY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except for per share data — unaudited)

	Fourth Quarter							Full Year
		2005			2004				2005			2004
Net sales		$	36,843		$	36,885			$	105,488		$	104,404
Cost of sales			20,564			21,927				61,219			67,065
Gross profit			16,279			14,958				44,269			37,339
Gross profit percent			44.2	%		40.6	%			42.0	%		35.8	%
Selling, general and administrative expense			10,537			9,398				34,077			39,200
Restructuring and asset impairment charges			740			1,224				1,619			17,341
Operating profit (loss)			5,002			4,336				8,573			(19,202	)
Other income			156			284				385			419
Interest expense, net			(348	)		(364	)			(888	)		(1,292	)
Earnings (loss) before income taxes			4,810			4,256				8,070			(20,075	)
Income tax (expense) benefit			(29	)		48				(112	)		(123	)
Minority interest, net of tax			—			11				—			(1	)
Earnings (loss) from continuing operations			4,781			4,315				7,958			(20,199	)
Earnings (loss) from discontinued operations			(2	)		4				90			334
Net earnings (loss)		$	4,779		$	4,319			$	8,048		$	(19,865	)
Earnings (loss) per share
Continuing operations — basic		$	0.48		$	0.44			$	0.81		$	(2.05	)
Continuing operations — diluted		$	0.46		$	0.44			$	0.78		$	(2.05	)
Discontinued operations — basic		$	0.00		$	0.00			$	0.01		$	0.03
Discontinued operations — diluted		$	0.00		$	0.00			$	0.01		$	0.03
Continuing and discontinued operations — basic		$	0.48		$	0.44			$	0.82		$	(2.02	)
Continuing and discontinued operations — diluted		$	0.46		$	0.44			$	0.79		$	(2.02	)
Average number of shares outstanding
Basic			9,918			9,839				9,869			9,839
Diluted			10,340			9,883				10,148			9,839

CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)

	December 31,		January 1,
	2005		2005
ASSETS
Cash and equivalents	$	3,529	$	958
Accounts receivable, net		12,020		10,141
Inventory		19,081		20,192
Prepaid and other current assets		1,436		1,935
Total current assets		36,066		33,226
Net property, plant and equipment		2,371		2,718
Other assets		3,394		3,148
Total assets	$	41,831	$	39,092
LIABILITIES & SHAREHOLDERS’ EQUITY
Short-term notes payable		2,537		4,901
Other current liabilities		12,811		13,308
Long-term debt		533		479
Other		14,841		15,426
Shareholders’ equity, net		11,109		4,978
Total liabilities & shareholders’ equity	$	41,831	$	39,092