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 24, 2008 (April 24, 2008)

Retail Ventures, Inc.

(Exact name of registrant as specified in its charter)

Ohio	1-10767	20-0090238
(State or other jurisdiction of incorporation)	(Commission File Number)	( IRS Employer Identification No.)
3241 Westerville Road, Columbus, Ohio		43224
(Address of principal executive offices)		(Zip Code)

(614) 471-4722

(Registrant’s telephone number, including area code)

(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))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On April 24, 2008, the Company issued a press release regarding its consolidated financial results for the year ended February 2, 2008. A copy of the press release announcing these financial results for the year ended February 2, 2008 is attached as Exhibit 99.1 hereto and incorporated by reference herein.

     Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 shall not be deemed to be incorporated by reference into the filing of the Company under the Securities Act of 1933, as amended.

ITEM 9.01 FINANCIAL STATEMENTS and EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 24, 2008

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.  

	RETAIL VENTURES, INC.
Date: April 24, 2008	By:	/s/ James A. McGrady
		James A. McGrady
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1

Retail Ventures, Inc. Reports Fourth Quarter and Year End Operating Results

Columbus, Ohio, April 24, 2008 /PRNewswire/ — Retail Ventures, Inc. (NYSE: RVI) today announced its consolidated financial results for the fourth quarter and year ended February 2, 2008.

• Net sales for the thirteen weeks ended February 2, 2008 decreased 1.5% to $452.0 million from $458.9 million for the fourteen weeks ended February 3, 2007. The company’s same store sales decreased 0.1% for the comparable thirteen week period.

• Net sales for the fifty-two weeks ended February 2, 2008 increased 9.7% to $1.87 billion from $1.71 billion for the fifty-three weeks ended February 3, 2007. The company’s same store sales increased 0.3% for the comparable fifty-two week period.

	Fiscal Quarter Ended						Fiscal Year Ended
	February 2,			February 3,			February 2,			February 3,
	2008			2007			2008			2007
Total Sales (in thousands):
DSW	$	332,520		$	329,052		$	1,405,615		$	1,279,060
Filene’s Basement		119,513			129,835			466,289			427,473
	$	452,033		$	458,887		$	1,871,904		$	1,706,533
Comparable Sales Percentage:
DSW		(1.7	)%		1.0	%		(0.8	)%		2.5	%
Filene’s Basement		4.8			(1.3	)		3.6			3.1
		(0.1	)%		0.3	%		0.3	%		2.7	%

• The loss from continuing operations for the quarter was $9.0 million, or $0.19 per share on a diluted basis, compared to a loss from continuing operations of $40.6 million, or $0.86 per share on a diluted basis last year.

• The income from continuing operations for the year ended February 2, 2008 was $202.1 million or $3.56 per share on a diluted basis, compared to a loss from continuing operations of $128.6 million or $2.85 per share on a diluted basis for the prior year.

The Company believes that the non-cash change in fair value of derivative instruments is not directly related to its retail operations and is therefore providing supplemental adjusted results that exclude this item. This non-GAAP financial measure should facilitate analysis by investors and others who follow the Company’s financial performance. A reconciliation of non-GAAP results follows:

	Fiscal Quarter Ended						Fiscal Year Ended
	February 2,			February 3,			February 2,		February 3,
	2008			2007			2008		2007
Operating profit (loss) (in thousands):
Non-GAAP operating (loss) profit	$	(886	)	$	26,187		$	63,473	$	99,489
Increase (decrease) in fair value of derivatives		19,513			(65,229	)		248,193		(175,955	)
GAAP operating profit (loss)	$	18,627		$	(39,042	)	$	311,666	$	(76,466	)

	Fiscal Quarter Ended						Fiscal Year Ended
	February 2,			February 3,			February 2,			February 3,
	2008			2007			2008			2007
(Loss) income from continuing operations (in thousands):
Non-GAAP (loss) income from continuing operations	$	(28,505	)	$	24,648		$	(46,089	)	$	47,313
Increase (decrease) in fair value of derivatives		19,513			(65,229	)		248,193			(175,955	)
GAAP (loss) income from continuing operations	$	(8,992	)	$	(40,581	)	$	202,104		$	(128,642	)
Diluted (loss) earnings per share from continuing operations:
Non-GAAP diluted (loss) earnings per share from continuing operations	$	(0.59	)	$	0.40		$	(0.96	)	$	0.76
Change in weighted-average shares					0.12			0.15			0.29
Increase (decrease) in fair value of derivatives		0.40			(1.38	)		4.37			(3.90	)
GAAP diluted (loss) earnings per share from continuing operations	$	(0.19	)	$	(0.86	)	$	3.56		$	(2.85	)

Retail Ventures, Inc. is a leading off-price retailer operating as of February 2, 2008, 36 Filene’s Basement stores in major metropolitan areas in the Northeast and Midwest and 259 DSW stores in major metropolitan areas throughout the country. DSW also supplies shoes, under supply arrangements, to 342 locations for other non-related retailers in the United States.

Webcast and Conference Call

To hear the Company’s live fourth quarter earnings conference call, log on to www.retailventuresinc.com at 4:30 p.m. ET on April 24, 2008. To hear a replay of the earnings call, which will be available approximately four hours after the conference call ends, dial (866) 439-4554 followed by pin number 360452#. An audio replay of the conference call, as well as additional financial information, will also be available at www.retailventuresinc.com.

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

Any statements in this release that are not historical or current facts are forward-looking statements. All forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that could cause our future financial performance in fiscal 2008 and beyond to differ materially from those expressed or implied in any such forward-looking statements. Certain of these risks and uncertainties are

described in the “Risk Factors” section of the Company’s latest quarterly or annual report, as filed with the SEC. These factors include, but are not limited to: our success in opening new stores and operating stores on a timely and profitable basis; maintaining good relationships with our vendors; our ability to anticipate and respond to fashion trends; fluctuation of our comparable store sales and quarterly financial performance; impact of the disposition of a majority interest in Value City and the reliance on remaining subsidiaries to pay indebtedness and intercompany service obligations; the risk of Value City deciding to discontinue operations or otherwise not pay its creditors; disruption of our distribution operations; our dependence on DSW for key services; DSW’s success in the development and launch of a DSW e-commerce business; failure to retain our key executives or attract qualified new personnel; our competitiveness with respect to style, price, brand availability and customer service; declining general economic conditions; liquidity risks related to our investments; risks inherent to international trade with countries that are major manufacturers of apparel and footwear; and security risks related to the electronic processing and transmission of confidential customer information. Additional factors that could cause our actual results to differ materially from our expectations are described in the Company’s latest annual or quarterly report, as filed with the SEC. Any forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to revise the forward-looking statements included in this press release to reflect any future events or circumstances.

SOURCE: Retail Ventures, Inc.

Contact: Jim McGrady, Chief Financial Officer - (614) 478-2208

RETAIL VENTURES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)

	February 2,		February 3,
	2008		2007
ASSETS
Cash and equivalents	$	112,951	$	143,020
Restricted cash		257
Short-term investments		70,005		98,650
Accounts receivable, net		16,618		13,136
Inventories		339,320		328,560
Prepaid expenses and other current assets		31,232		27,508
Deferred income taxes		28,225		25,737
Current assets of discontinued operations				251,336
Total current assets		598,608		887,947
Property and equipment, net		254,659		179,468
Goodwill		25,899		25,899
Long-term investments		12,500
Note receivable from discontinued operations				34,441
Tradenames and other intangibles, net		19,927		26,401
Conversion feature of long-term debt		30,848
Deferred income taxes and other assets		9,524		35,040
Non-current assets of discontinued operations				112,462
Total assets	$	951,965	$	1,301,658
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable, net	$	152,331	$	192,689
Accrued expenses		108,202		113,725
Warrant liability		42,213		216,400
Current liabilities of discontinued operations				90,694
Total current liabilities		302,746		613,508
Long-term obligations, net of current maturities		157,793		168,053
Conversion feature of long-term debt				62,770
Other noncurrent liabilities		128,497		89,698
Deferred income taxes		29,657
Non-current liabilities of discontinued operations				137,581
Minority interest		160,349		138,428
Total shareholders’ equity		172,923		91,620
Total liabilities and shareholders’ equity	$	951,965	$	1,301,658

RETAIL VENTURES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(unaudited)

	Thirteen			Fourteen			Fifty-two			Fifty-three
	weeks ended			weeks ended			weeks ended			weeks ended
	February 2,			February 3,			February 2,			February 3,
	2008			2007			2008			2007
Net sales	$	452,033		$	458,887		$	1,871,904		$	1,706,533
Cost of sales		(282,000	)		(274,188	)		(1,120,899	)		(997,667	)
Gross profit		170,033			184,699			751,005			708,866
Selling, general and administrative expenses		(172,554	)		(160,950	)		(694,108	)		(614,015	)
Change in fair value of derivative instruments		19,513			(65,229	)		248,193			(175,955	)
License fees and other income		1,635			2,438			6,576			4,638
Operating profit (loss)		18,627			(39,042	)		311,666			(76,466	)
Interest (expense) income, net		(1,915	)		253			(3,076	)		(2,137	)
Income (loss) from continuing operations before income taxes and minority interest		16,712			(38,789	)		308,590			(78,603	)
Income tax (expense) benefit		(25,306	)		4,341			(86,607	)		(25,873	)
(Loss) income from continuing operations before minority interest		(8,594	)		(34,448	)		221,983			(104,476	)
Minority interest		(398	)		(6,133	)		(19,879	)		(24,166	)
(Loss) income from continuing operations		(8,992	)		(40,581	)		202,104			(128,642	)
(Loss) income from discontinued operations, net of tax		(116,746	)		4,691			(150,662	)		(22,271	)
Net (loss) income	$	(125,738	)	$	(35,890	)	$	51,442		$	(150,913	)
Basic (loss) earnings per share from continuing operations	$	(0.19	)	$	(0.86	)	$	4.20		$	(2.85	)
Diluted (loss) earnings per share from continuing operations	$	(0.19	)	$	(0.86	)	$	3.56		$	(2.85	)
Basic (loss) earnings per share from discontinued operations	$	(2.40	)	$	0.10		$	(3.13	)	$	(0.49	)
Diluted (loss) earnings per share from discontinued operations	$	(2.40	)	$	0.10		$	(2.65	)	$	(0.49	)
Basic (loss) earnings per share	$	(2.59	)	$	(0.76	)	$	1.07		$	(3.35	)
Diluted (loss) earnings per share	$	(2.59	)	$	(0.76	)	$	0.91		$	(3.35	)
Basic shares used in calculation		48,616			47,223			48,165			45,088
Diluted shares used in calculation		48,616			47,223			56,794			45,088
Comparable Sales Percentage:
DSW		(1.7	)%		1.0	%		(0.8	)%		2.5	%
Filene’s Basement		4.8			(1.3	)		3.6			3.1
		(0.1	)%		0.3	%		0.3	%		2.7	%
Store and supply arrangement locations count at end of period:
Stores:
DSW								259			223
Filene’s Basement								36			31
								295			254
Supply arrangement locations								342			330
Total								637			584

The tables below present segment statement of operations information (in thousands):

As of and for the year ended				Filene’s						Intersegment
February 2, 2008	DSW			Basement			Corporate			Eliminations			Total
Net sales	$	1,405,615		$	466,289								$	1,871,904
Operating profit (loss)		81,321			(17,848	)	$	248,193						311,666
Depreciation and amortization		25,055			12,487			3,243						40,785
Interest expense		1,178			7,936			12,718		$	(8,284	)		13,548
Interest income		7,148			124			11,484			(8,284	)		10,472
Income tax expense		(33,516	)		(14,205	)		(38,886	)					(86,607	)
Capital expenditures		102,451			17,152			(715	)					118,888
Total assets		693,882			162,099			222,361			(126,377	)		951,965

As of and for the year ended				Filene’s						Intersegment
February 3, 2007	DSW			Basement			Corporate			Eliminations			Total
Net sales	$	1,279,060		$	427,473								$	1,706,533
Operating profit (loss)		100,714			(1,225	)	$	(175,955	)					(76,466	)
Depreciation and amortization		20,686			9,282			3,103						33,071
Interest expense		614			6,791			7,873		$	(5,835	)		9,443
Interest income		7,527			40			5,574			(5,835	)		7,306
Income tax (expense) benefit		(42,164	)		2,215			14,076						(25,873	)
Capital expenditures		42,407			16,118			(317	)					58,208
Total assets		603,785			175,287			437,750			(278,962	)		937,860

SOURCE: Retail Ventures, Inc.