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UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-K~~D.C. 20549

~~(Mark~~FORM ~~One)~~10-K

~~☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~☑ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December 31,~~SECTION ~~2021~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the fiscal year ended December 31, 2022

~~☐ TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☐ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number~~transition ~~1-38517~~period from to

~~RETAIL~~Commission ~~VALUE~~file ~~INC.~~number 1-38517

~~(Exact~~RETAIL ~~Name~~VALUE ~~of Registrant as Specified in Its Charter)~~INC.

Ohio		82-4182996
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
3300 Enterprise Parkway, Beachwood, Ohio		44122
(Address of Principal Executive Offices)		(Zip Code)

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code (216) 755-5500


Ohio		82-4182996
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
3300 Enterprise Parkway, Beachwood, Ohio		44122
(Address of Principal Executive Offices)		(Zip Code)

~~Securities~~Registrant’s ~~registered~~telephone ~~pursuant~~number, toincluding ~~Section 12~~area code (b216) ~~of the Act:~~755-5500

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, Par Value $0.10 Per Share		RVI		New York Stock Exchange

Securities registered pursuant to Section 12(b) of the Act:

~~Securities~~Title ~~registered~~of ~~pursuant~~each toclass ~~Section 12~~Trading Symbol(gs) Name of ~~the~~each ~~Act:~~exchange on which registered N/A N/A N/A

Securities registered pursuant to Section 12(g) of the Act: None

~~(Title~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of ~~Class)~~the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule 405~~Section 13 or Section 15(d) of the ~~Securities~~ Act. Yes ☐ No ☑ ☑

Indicate by check mark ifwhether the registrant: is(1) ~~not~~has ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~☐ No~~ ☑ No ☐

Indicate by check mark whether the registrant: ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section 13~~to orRule ~~15(d)~~405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files)~~, and (2) has been subject to such filing requirements for the past 90 days~~. Yes ☑ No ☐

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~every~~accelerated ~~Interactive~~filer, ~~Data~~an ~~File~~accelerated ~~required~~filer, toa benon-accelerated ~~submitted~~filer, ~~pursuant~~a tosmaller ~~Rule~~reporting ~~405~~company, ofor ~~Regulation~~an ~~S-T~~emerging ~~(§232~~growth company.~~405~~ See ofthe ~~this~~definitions ~~chapter)~~of ~~during~~“large ~~the~~accelerated ~~preceding~~filer,” 12“accelerated ~~months~~filer,” ~~(or~~“smaller ~~for~~reporting ~~such~~company,” ~~shorter~~and ~~period~~“emerging ~~that~~growth ~~the~~company” ~~registrant~~in ~~was~~Rule ~~required~~12b-2 toof ~~submit~~the ~~such~~Exchange ~~files)~~Act. ~~Yes ☑ No ☐~~

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer,☑ aSmaller ~~smaller~~ reporting company, or☐ anEmerging ~~emerging~~ growth company~~. See~~ ~~the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.~~ ☑

~~Large~~If ~~accelerated~~an ~~filer~~emerging ☐growth ~~Accelerated~~company, ~~filer~~indicate ☑by ~~Non-accelerated~~check ~~filer☐~~mark ~~Smaller~~if ~~reporting~~the ~~company~~registrant ☐has ~~Emerging~~elected ~~growth~~not ~~company~~to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant has ~~elected~~filed ~~not~~a toreport ~~use~~on ~~the~~and ~~extended~~attestation ~~transition~~to ~~period~~its ~~for~~management’s ~~complying~~assessment ~~with~~of ~~any~~the ~~new~~effectiveness orof ~~revised~~its ~~financial~~internal ~~accounting~~control ~~standards~~over ~~provided~~financial ~~pursuant~~reporting tounder Section 13404(ab) of the ~~Exchange~~Sarbanes-Oxley Act (15 U. ☑S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~Indicate~~If bysecurities ~~check~~are ~~mark~~registered ~~whether~~pursuant ~~the registrant has filed a report on and attestation~~ to ~~its~~Section ~~management’s~~12(b) ~~assessment~~ of the ~~effectiveness~~Act, ofindicate ~~its~~by ~~internal~~check ~~control~~mark ~~over~~whether the financial ~~reporting~~statements ~~under Section 404(b)~~ of the ~~Sarbanes-Oxley~~registrant ~~Act~~included ~~(15~~in ~~U.S.C.~~the ~~7262(b))~~filing byreflect the ~~registered~~correction ~~public~~of ~~accounting~~an ~~firm~~error ~~that~~to ~~prepared~~previously or issued ~~its~~financial ~~audit report~~statements. ☐

Indicate by check mark whether ~~the~~any ~~registrant~~of isthose aerror ~~shell~~corrections ~~company~~are ~~(as~~restatements ~~defined~~that inrequired ~~Rule 12b~~a recovery analysis of incentive-2based compensation received by any of the ~~Exchange~~registrant’s ~~Act~~executive officers during the relevant recovery period pursuant to §240.10D-1(b). ~~Yes~~ ☐ ~~No ☑~~

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the ~~voting~~registrant ~~stock~~is ~~held~~a byshell ~~non-affiliates~~company of(as ~~the~~defined ~~registrant~~in atRule ~~June~~12b-2 ~~30,~~of ~~2021,~~the ~~was~~Exchange ~~$376~~Act).2 Yes ~~million.~~☑ No ☐

~~(APPLICABLE~~The ~~ONLY~~aggregate TOmarket ~~CORPORATE~~value ~~REGISTRANTS)~~of the voting stock held by non-affiliates of the registrant at June 30, 2022, was $21.5 million.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

21,117,150 ~~common~~ shares outstanding as of February 1815, ~~2022~~2023

DOCUMENTS INCORPORATED BY REFERENCE

~~The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2022 Annual Meeting of Shareholders~~None.

TABLETable OFof CONTENTSContents

Item No.		Report Page
	PART I
1.	Business	4
1A.	Risk Factors	7
2.	Properties	18
3.	Legal Proceedings	19
4.	Mine Safety Disclosures	19
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
6.	[Reserved]	20
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
7A.	Quantitative and Qualitative Disclosures About Market Risk	33
8.	Financial Statements and Supplementary Data	33
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
9A.	Controls and Procedures	33
9B.	Other Information	33
9C.	Disclosure Regarding Foreign Jurisdiction That Prevents Inspections	33
	PART III
10.	Directors, Executive Officers and Corporate Governance	34
11.	Executive Compensation	34
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
13.	Certain Relationships and Related Transactions, and Director Independence	35
14.	Principal Accountant Fees and Services	35
	PART IV
15.	Exhibits and Financial Statement Schedules	36
16.	Form 10-K Summary	37

TABLE OF CONTENTS


Item No.		Report Page
	PART I
1.	Business	4
1A.	Risk Factors	6
1B.	Unresolved Staff Comments	9
2.	Properties	9
3.	Legal Proceedings	9
4.	Mine Safety Disclosures	9
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
6.	[Reserved]	10
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
7A.	Quantitative and Qualitative Disclosures About Market Risk	17
8.	Financial Statements and Supplementary Data	17
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
9A.	Controls and Procedures	17
9B.	Other Information	17
9C.	Disclosure Regarding Foreign Jurisdiction That Prevents Inspections	17

	PART III
10.	Directors, Executive Officers and Corporate Governance	18
11.	Executive Compensation	19
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
13.	Certain Relationships and Related Transactions, and Director Independence	22
14.	Principal Accountant Fees and Services	24
	PART IV
15.	Exhibits and Financial Statement Schedules	27
16.	Form 10-K Summary	28

~~PART I~~2

ItemTable 1.of BUSINESSContents

~~General~~PART ~~Development and Narrative Description of Business~~ I

~~Retail~~Item ~~Value Inc. is an Ohio corporation (the “Company” or “RVI”) formed in December 2017 as a wholly-owned subsidiary of SITE Centers Corp. (“SITE Centers”). On July~~ 1~~, 2018, the date of the Company’s spin-off from SITE Centers into a separate publicly traded company, the Company owned 48 properties and had two reportable segments: continental U~~.S. and Puerto Rico. As a result of the sale of the Company’s remaining Puerto Rico properties in August 2021, the Company no longer reports financial results for the Puerto Rico segment and instead reports the financial results of the Puerto Rico segment as discontinued operations for all periods presented. At December 31, 2021, RVI owned one retail shopping center in Gulfport, Mississippi comprising 0.6 million square feet of Company-owned gross leasable area (“GLA”) which was 91.2% occupied. The Company refers to this property, Crossroads Center, as its “remaining property,” its “remaining real estate investment” or its “remaining real estate asset.” The Company’s interest in this property is subject to a ground lease which has an expiration date in November 2033 and one, 25-year renewal option.BUSINESS

~~The~~General ~~Company~~Development ~~remains focused on realizing value through the sale of its remaining property~~ and ~~the~~Narrative ~~collection~~Description of ~~its~~Business accounts receivable, the proceeds of which are expected to be used to fund a reserve account from which the Company will pay expenses and claims in connection with the winding up of its operations and make distributions to the Company’s common shareholders. The Company is a Real Estate Investment Trust (“REIT”) that is externally managed and advised by one or more wholly-owned subsidiaries of SITE Centers (collectively with such wholly-owned subsidiaries, the “Manager”). Prior to January 1, 2022, the Company, its subsidiaries and the Manager were parties to property management agreements pursuant to which the Manager provided property management and leasing services (the “Property Management Agreements”) and a corporate management agreement (the “External Management Agreement”) pursuant to which the Manager provided corporate management services to the Company. The Company, its subsidiaries and the Manager have entered into a new External Management Agreement, effective January 1, 2022 (the “New Management Agreement”), which provides for property management, leasing services and disposition efforts for the Company’s remaining property and for corporate services in connection with the anticipated wind-up of the Company’s business.

~~Recent~~Retail ~~Developments~~Value Inc. is an Ohio corporation (the "Company" or "RVI") formed in December 2017 as a wholly-owned subsidiary of SITE Centers Corp. ("SITE Centers" or the "Manager"). On July 1, 2018, the date of the Company's spin-off from SITE Centers into a separate publicly traded company, the Company owned and operated a portfolio of 48 retail shopping centers, comprised of 36 continental U.S. assets and 12 Puerto Rico assets. On April 12, 2022, RVI completed the sale of its last real estate asset and no longer owns an interest in any real property.

~~See~~On ~~“Item~~April 7., ~~Management’s~~2022, ~~Discussion~~the ~~and~~Company ~~Analysis~~de-listed ofits ~~Financial~~common ~~Condition~~shares ~~and~~from ~~Results of Operations” and~~ the ~~Consolidated~~New ~~Financial~~York ~~Statements~~Stock ~~and~~Exchange ~~Notes~~(the ~~thereto~~"NYSE") ~~included~~ in ~~Item 8~~anticipation ~~Financial~~of ~~Statements~~the ~~and~~winding ~~Supplementary~~up ~~Data in Part II~~ of ~~this~~its ~~Annual~~business, ~~Report~~and ~~on Form 10-K for~~ the ~~year~~Company’s ~~ended~~common ~~December 31,~~shares ~~2021,~~currently ~~for~~are ~~information~~quoted on ~~certain recent developments of~~ the ~~Company,~~OTC ~~which~~Pink isMarket ~~incorporated~~under ~~herein~~the byticker ~~reference~~symbol ~~to such information~~“RVIC”.

~~COVID~~On June 30, 2022, the Company filed a certificate of dissolution with the Secretary of State of the State of Ohio. Pursuant to the Ohio Revised Code, the Company will continue to exist for a period of five years following the filing of the certificate of dissolution for the purpose of paying, satisfying and discharging any unknown or contingent claims or any debts or other obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind-19up ~~Pandemic~~its business and affairs. In connection with the filing of the certificate of dissolution and in recognition of the substantial completion of the Company's original strategy, the Company's independent directors resigned from the Company's Board of Directors on July 1, 2022, and the Board of Directors is now comprised exclusively of management directors.

InThe ~~March~~Company ~~2020,~~remains ~~the~~focused ~~World~~on ~~Health~~managing ~~Organization~~the ~~categorized COVID~~wind-19up asof aits ~~pandemic,~~business ~~and~~including ~~it continues to spread throughout~~ the ~~United~~payment ~~States~~of known and ~~other~~contingent ~~countries~~liabilities ~~across~~(including ~~the world. Beginning in mid~~wind-~~March~~up ~~2020,~~expenses) ~~federal, state~~ and ~~local~~the ~~governments~~distribution ~~took~~of ~~various~~available ~~actions~~funds to ~~limit~~ the ~~spread~~Company’s ofcommon ~~COVID-19,~~shareholders. The ~~including~~dissolution ~~ordering~~and ~~the~~wind-up ~~temporary~~process ~~closure~~and ofthe ~~non-essential~~amount ~~businesses~~and ~~(which~~timing ~~included~~of ~~many~~additional ofdistributions ~~the~~to ~~Company’s~~shareholders ~~tenants)~~entail risks and ~~imposing~~uncertainties. Accordingly, ~~significant~~it ~~social~~is ~~distancing~~not ~~guidelines~~possible ~~and~~to ~~restrictions~~predict on the ~~continued~~timing ~~operations~~or ofaggregate ~~essential~~amount ~~businesses~~that ~~and~~will ~~the~~ultimately ~~reopening~~be ofdistributed ~~non-essential~~to ~~businesses. The~~shareholders, ~~COVID-19~~and ~~pandemic~~no ~~had~~assurance acan ~~significant~~be ~~impact~~given onthat ~~the~~future ~~Company’s~~distributions ~~collection~~will ofequal ~~rents~~or ~~and~~exceed the ~~pace~~estimate of ~~its~~net ~~disposition~~assets ~~activity~~in ~~from~~liquidation ~~April~~presented ~~2020~~in ~~through December 2020. During~~ the ~~second~~Company's ~~half~~Consolidated Statement of ~~2020~~Net ~~and~~Assets. See ~~early~~Item ~~2021,~~1A. ~~the~~Risk ~~Manager~~Factors ~~worked~~and ~~with~~Item ~~tenants~~7. toManagement’s ~~maximize~~Discussion ~~the~~and ~~collection~~Analysis of ~~unpaid~~Financial ~~2020~~Condition ~~rents~~and byResults ~~offering~~of ~~rent~~Operations ~~deferment~~under on"Liquidity, aCapital ~~case-by-case~~Resources ~~basis~~and ~~often~~Financing inActivities ~~exchange~~— ~~for~~Winding ~~concessions,~~Up ~~including~~and ~~tenant extensions of lease terms~~Dissolution.

The ~~level~~Company ofintends ~~tenant~~to ~~rent~~seek ~~collections~~to ~~and~~avail ~~the~~itself ~~pace~~ of ~~disposition~~relief ~~activity~~provided ~~improved~~by ~~significantly~~the inSecurities ~~2021~~ and ~~the~~Exchange ~~Company~~Commission ~~was~~(the ~~able~~“SEC”) tothat ~~complete~~allows ~~the~~certain ~~sale~~liquidating ofReal 21Estate ~~properties~~Investment inTrusts ~~2021,~~(“REITs”) ~~including~~to ~~the~~end ~~entirety~~most of ~~its~~their ~~Puerto~~reporting ~~Rico~~obligations ~~portfolio,~~under ~~for~~the anSecurities ~~aggregate~~Exchange ~~sales~~Act ~~price~~ of ~~$933.6~~1934 ~~million. The~~(the ~~Company~~“Exchange ~~continues~~Act”) towhile ~~focus~~winding onup ~~collecting~~their ~~its~~businesses. As ~~accounts~~a ~~receivable,~~result ~~selling~~of ~~its~~such ~~remaining property~~process, ~~making distributions of available cash to~~ shareholders ~~and~~would ~~winding~~have upaccess ~~its operations, though these efforts remain subject~~ to ~~general~~substantially ~~economic~~limited ~~conditions~~public ~~and~~information ~~other~~about ~~developments related to~~ the ~~COVID-19 pandemic~~Company. As Qualifying offor ~~February~~such ~~18,~~relief ~~2022~~involves, ~~disruptions~~among ~~caused~~other bysteps, the ~~Omicron~~closing ~~variant~~of ~~had~~a ~~not had an adverse impact on the Company~~corporation’s ~~remaining~~stock ~~operations,~~transfer ~~though~~books. If the Company ~~recognizes~~were ~~that plans~~ to ~~sell~~close its ~~remaining~~stock ~~property~~transfer books, ~~collect~~the ~~accounts~~Company’s ~~receivable~~common ~~and~~shares ~~wind~~would upno ~~its~~longer ~~business could~~ be ~~negatively~~assignable ~~impacted~~or bytransferrable ~~additional~~on ~~surges~~the inCompany’s ~~COVID-19 contagion~~books, ~~the~~other ~~emergence~~than oftransfers ~~new~~by ~~COVID-19~~will, ~~variants~~intestate ~~which~~succession ~~are more infectious~~ or ~~resistant~~operation toof ~~existing vaccines~~law. Additionally, ~~decreases~~the inCompany ~~the~~anticipates ~~effectiveness~~that as part of such ~~vaccines~~process ~~and~~the ~~any~~OTC ~~implementation~~Pink ofMarket ~~additional~~would ~~restrictions~~no onlonger ~~tenant~~quote ~~businesses~~prices asfor athe ~~result~~Company’s ~~thereof. For~~common ashares ~~further~~and ~~discussion~~the ofDepository ~~the~~Trust ~~impact~~Company ofwould ~~the~~cease ~~COVID-19~~to ~~pandemic~~permit ontransfers of the Company’s ~~business,~~common ~~see~~shares ~~Item~~among 1Aits participants. The ~~Risk~~Company ~~Factors~~expects inthat ~~Part~~these Idevelopments ofwould ~~this~~cause ~~Annual~~brokers ~~Report~~to onsignificantly ~~Form~~restrict ~~10-K~~future ~~and~~trading ~~“Disposition Outlook” included~~ in ~~Item 7~~the shares. As ~~Management’s~~a ~~Discussion~~result, ~~and~~the ~~Analysis~~Company ofexpects ~~Financial~~that ~~Condition~~liquidity ~~and Results of Operations~~ in ~~Part~~its IIshares ofwould ~~this~~be ~~Annual~~significantly ~~Report~~curtailed. See onItem ~~Form~~1A. ~~10‑K~~Risk Factors.

4Recent Developments

~~Competition~~See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto included in Item 8 Financial Statements and Supplementary Data in Part II of this Annual Report on Form 10-K for the year ended December 31, 2022, for information on certain recent developments of the Company, which is incorporated herein by reference to such information.

~~Numerous~~Governmental ~~real~~Regulations estate companies and developers, private and public, compete with the Company for leasing space in shopping centers to tenants. The Company competes with other real estate companies and developers in terms of rental rate, property location, availability of other space and maintenance.

~~Insurance~~The Company’s business is subject to various governmental regulations, including regulations governing REITs. For additional information, see “Risks Related to the Company's Taxation as a REIT—The Company May be Subject to Final Examinations by Taxing Authorities Across Various Jurisdictions, Which May Impact the Amount of Taxes That the Company Pays and the Ultimate Amount of Distributions to the Company's Shareholders" included in Item 1A. Risk Factors in Part I of this Annual Report on Form 10‑K.

The Company has comprehensive liability, casualty, flood, terrorism and rental loss insurance policies on its remaining property. The Company believes the policy specifications and insured limits are appropriate and adequate for the property given the relative risk of loss, the cost of the coverage and industry practice; however, the Company’s insurance coverage may not be sufficient to fully cover its losses. For additional information, see “Risks Related to the Company’s Business Operations and Its Remaining Property—The Location of the Company’s Remaining Property Makes It Vulnerable to Natural Disasters, Extreme Weather Conditions and Climate Change. An Uninsured Loss or a Loss That Exceeds the Limits of the Company’s Insurance Policies Could Subject the Company to a Loss of Capital and Revenue” included in Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K.4

GovernmentalTable Regulationsof Contents

~~The~~Qualification ~~Company’s~~as ~~business~~a is subject to numerous governmental regulations, including regulations relating to the ownership of real estate, environmental law, regulations governing REITs and others. For additional information, see “Risks Related to the Company’s Business Operations and Its Remaining Property—The Company’s Current or Former Real Estate ~~Investments~~Investment May Entail Environmental Risks That Could Adversely Affect Its Results of Operations and Disposition Prospects” and “Risks Related to the Company’s Taxation as a REIT—If the Company Does Not Qualify as a REIT in Any Taxable Year, It Will Be Subject to U.S. Federal Income Tax as a Regular Corporation and Could Have Significant Tax Liability, Which May Have a Significant Adverse Consequence to the Value of the Company’s Common Shares” included in Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K.Trust

~~Compliance~~As ~~with~~of ~~Environmental~~December ~~Laws~~31, 2022, the Company met the qualification requirements of a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, the Company will not be subject to federal income tax to the extent it meets certain requirements of the Code. The Company made an election to surrender its REIT status effective January 1, 2023.

AsHuman anCapital owner of real estate, the Company is subject to various federal, state and local laws, ordinances and regulations. See the detailed discussion of these and other risks related to environmental matters in “Risks Related to the Company’s Business Operations and its Remaining Property—The Company’s Current or Former Real Estate Investments May Entail Environmental Risks That Could Adversely Affect Its Results of Operations and Disposition Prospects” included in Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K.

~~Qualification~~The asCompany is managed by the Manager pursuant to a ~~Real~~new ~~Estate~~management ~~Investment~~agreement ~~Trust~~(the “New Management Agreement”), which took effect on January 1, 2022 and compensated the Manager for property management and leasing services for Crossroads Center (prior to its sale in April 2022) and compensates the Manager for corporate services in connection with the wind-up of the Company’s business. All of the Company’s executive officers are employees of the Manager or its affiliates. The Company does not have any employees.

AsCorporate ofInformation December 31, 2021, the Company met the qualification requirements of a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, the Company will not be subject to federal income tax to the extent it meets certain requirements of the Code. The Company may elect to surrender its REIT status for future taxable years in connection with the anticipated wind-up of its business in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.

~~Employees~~The Company is an Ohio corporation incorporated in 2017. The Company’s principal executive offices are located at 3300 Enterprise Parkway, Beachwood, Ohio, 44122, and its telephone number is (216) 755-5500. The Company’s website is www.retailvalueinc.com. The Company uses the Investors section of its website as a channel for routine distribution of important information, including press releases and financial information. The information the Company posts to its website may be deemed to be material, and investors and others interested in the Company are encouraged to routinely monitor and review the information that the Company posts on its website in addition to following the Company’s press releases, Securities and Exchange Commission (“SEC”) filings and public conference calls and webcasts. The Company posts filings made with the SEC to its website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. All such postings and filings are available on the Company’s website free of charge. In addition, this website allows investors and other interested persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial information on its website. The SEC also maintains a website (https://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2022, is not incorporated by reference into, and shall not be deemed part of, this Annual Report on Form 10-K unless expressly noted.

~~The~~Information ~~Company~~About ~~is managed by~~ the ~~Manager pursuant to the New Management Agreement. All of the~~ Company’s ~~executive~~Executive ~~officers~~Officers ~~are employees of the Manager or its affiliates. The Company does not have any employees.~~

5The section below provides information regarding the Company’s executive officers as of February 15, 2023:

~~Corporate~~David ~~Information~~R. Lukes, age 53, has served as President and Chief Executive Officer of the Company since February 2018, as a Director of the Company since April 2018, and as President, Chief Executive Officer and Director of SITE Centers since March 2017. Prior to joining SITE Centers, Mr. Lukes served as Chief Executive Officer of Equity One, Inc., an owner, developer and operator of shopping centers, from June 2014 until March 2017 and served as its Executive Vice President from May 2014 to June 2014. Prior to joining Equity One, Mr. Lukes also served as President and Chief Executive Officer of Sears Holding Corporation affiliate Seritage Realty Trust, a real estate company, from 2012 through April 2014 and as President and Chief Executive Officer of Olshan Properties, a privately owned real estate firm specializing in commercial real estate, from 2010 through 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its Chief Operating Officer from 2008 to 2010. Mr. Lukes has also served as an Independent Director of Citycon Oyj, an owner and manager of shopping centers in the Nordic region listed on the Nasdaq Helsinki, since 2017. Mr. Lukes also serves as a member of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT). Mr. Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in real estate development from Columbia University.

~~The~~Christa ~~Company is an Ohio corporation incorporated in 2017~~A. ~~The~~ ~~Company’s principal executive offices are located at 3300 Enterprise Parkway~~Vesy, ~~Beachwood,~~age ~~Ohio~~52, ~~44122,~~has ~~and~~served ~~its~~as ~~telephone~~Chief ~~number~~Financial isOfficer ~~(216)~~and ~~755-5500. The~~Treasurer ~~Company’s~~of ~~website~~the ~~is www.retailvalueinc.com. The~~ Company ~~uses~~since ~~the~~November ~~Investors~~2019, ~~section of its website~~ as a ~~channel~~Director ~~for routine distribution~~ of ~~important information, including press releases and financial information. The information~~ the Company ~~posts~~since toMay ~~its~~2021 ~~website may be deemed to be material,~~ and ~~investors~~as ~~and~~Executive ~~others~~Vice ~~interested~~President ~~in the Company are encouraged to routinely monitor~~ and ~~review~~Chief ~~the~~Accounting ~~information~~Officer ~~that~~of the Company ~~posts~~since onFebruary ~~its~~2018. Ms. ~~website~~Vesy inhas ~~addition~~served toas ~~following~~Executive ~~the~~Vice ~~Company’s~~President ~~press releases, Securities~~ and ~~Exchange~~Chief ~~Commission~~Accounting ~~(“SEC”)~~Officer ~~filings~~of ~~and~~SITE ~~public~~Centers ~~conference~~since ~~calls~~March ~~and webcasts~~2012. ~~The~~ From ~~Company~~July ~~posts~~2016 ~~filings~~to ~~made~~March ~~with~~2017, ~~the~~Ms. ~~SEC~~Vesy toalso ~~its~~served ~~website~~ as ~~soon~~Interim asChief ~~reasonably~~Financial ~~practicable~~Officer ~~after~~of ~~they~~SITE ~~are~~Centers. In ~~electronically~~these ~~filed with~~roles, orMs. ~~furnished~~Vesy ~~to,~~oversees the ~~SEC,~~property ~~including the Company’s annual, quarterly~~ and ~~current~~corporate ~~reports on Forms 10-K~~accounting, ~~10-Q~~tax and ~~8-K,~~financial ~~respectively,~~reporting ~~the~~functions ~~Company’s~~for ~~proxy~~SITE ~~statements~~Centers. Previously ~~and~~Ms. ~~any~~Vesy ~~amendments~~served toas ~~those~~Senior ~~reports~~Vice orPresident ~~statements. All such postings~~ and ~~filings~~Chief ~~are~~Accounting ~~available~~Officer onof ~~the~~SITE ~~Company’s~~Centers ~~website~~from ~~free~~November ~~of charge~~2006. In Prior ~~addition,~~to ~~this~~joining ~~website~~SITE ~~allows~~Centers, ~~investors~~Ms. ~~and~~Vesy ~~other~~worked ~~interested~~for ~~persons~~The toLubrizol ~~sign~~Corporation, upwhere toshe ~~automatically~~served ~~receive~~as ~~e-mail~~manager ~~alerts~~of ~~when~~external ~~the~~financial ~~Company~~reporting ~~posts news releases~~ and ~~financial~~then ~~information~~as oncontroller ~~its~~for ~~website. The~~the ~~SEC~~lubricant ~~also~~additives ~~maintains~~business ~~a website (https://www~~segment.~~sec.gov)~~ Prior ~~that~~to ~~contains~~joining ~~reports~~Lubrizol, ~~proxy~~from ~~and~~1993 ~~information~~to ~~statements~~September ~~and~~2004, ~~other~~Ms. ~~information~~Vesy ~~regarding~~held ~~issuers~~various ~~that~~positions ~~file electronically~~ with the ~~SEC. The~~Assurance ~~content~~and ~~on,~~Business orAdvisory ~~accessible~~Services ~~through,~~group ~~any~~of ~~website~~PricewaterhouseCoopers ~~referred~~LLP, toa inregistered ~~this~~public ~~Annual~~accounting ~~Report on Form 10-K for the fiscal year ended December 31~~firm, ~~2021,~~including isSenior ~~not~~Manager ~~incorporated~~from by1999 ~~reference~~to ~~into,~~September ~~and~~2004. Ms. ~~shall~~Vesy ~~not~~graduated bewith ~~deemed~~a ~~part~~Bachelor of, ~~this~~Science ~~Annual~~in ~~Report~~business onadministration ~~Form 10-K~~from ~~unless expressly noted.~~

~~Information About the Company’s Executive Officers~~ 5

TheTable section below provides information regarding the Company’s executive officers as of February 18, 2022:Contents

~~David~~Miami RUniversity. Lukes, age 52, has served as President and Chief Executive Officer of the Company since February 2018, as a Director of the Company since April 2018, and as President, Chief Executive Officer and Director of SITE Centers since March 2017. ~~Prior to joining SITE Centers, Mr~~Ms. ~~Lukes~~ ~~served~~Vesy asis Chief Executive Officer of Equity One, Inc., an owner, developer and operator of shopping centers, from June 2014 until March 2017 and served as its Executive Vice President from May 2014 to June 2014. Prior to joining Equity One, Mr. Lukes also served as President and Chief Executive Officer of Sears Holding Corporation affiliate Seritage Realty Trust, a ~~real~~certified ~~estate~~public ~~company,~~accountant ~~from~~(CPA) ~~2012 through April 2014~~ and asmember ~~President and Chief Executive Officer~~ of Olshan Properties, a privately owned real estate firm specializing in commercial real estate, from 2010 through 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its Chief Operating Officer from 2008 to 2010. Mr. Lukes has also served as an Independent Director of Citycon Oyj, an owner and manager of shopping centers in the ~~Nordic~~American ~~region~~Institute ~~listed on the Nasdaq Helsinki, since 2017. Mr. Lukes holds a Bachelor~~ of ~~Environmental~~Certified ~~Design~~Public ~~from~~Accountants ~~Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in real estate development from Columbia University~~(AICPA).

~~Christa~~Conor AM. ~~Vesy~~Fennerty, age 5137, has served as aExecutive ~~Director~~Vice President of the Company since ~~May~~November ~~2021~~2020, as ~~Chief~~a ~~Financial~~Director ~~Officer, Chief Accounting Officer and Treasurer~~ of the Company since ~~November~~July ~~2019~~2022, and as Executive Vice President, ~~and~~ Chief ~~Accounting~~Financial Officer ~~of the Company from February 2018 to November 2019. Ms. Vesy has served as Executive Vice President~~ and ~~Chief~~Treasurer ~~Accounting Officer~~ of SITE Centers since ~~March~~November ~~2012~~2019. From ~~July~~April ~~2016~~2017 to ~~March~~November ~~2017~~2019, MsMr. ~~Vesy~~ ~~also~~Fennerty served as ~~Interim~~SITE ~~Chief~~Centers’ ~~Financial~~Senior ~~Officer~~Vice President of ~~SITE~~Capital ~~Centers~~Markets. InPrior ~~these~~to ~~roles,~~joining ~~Ms. Vesy oversees the property and corporate accounting, tax and financial reporting functions for~~ SITE Centers~~. Previously~~, MsMr. ~~Vesy~~ Fennerty served as ~~Senior~~a Vice President and ~~Chief~~Senior ~~Accounting~~Analyst ~~Officer~~at ofBlackRock, ~~SITE Centers from November 2006~~Inc. ~~Prior~~, toa ~~joining~~global ~~SITE~~funds ~~Centers~~manager, ~~Ms. Vesy~~from ~~worked~~July ~~for~~2014 ~~The~~to ~~Lubrizol~~April ~~Corporation~~2017, ~~where~~an ~~she~~Analyst ~~served~~at asCohen ~~manager~~& ofSteers ~~external~~Capital ~~financial~~Management, ~~reporting~~a ~~and~~specialist ~~then~~asset asmanager ~~controller~~focused ~~for~~on ~~the~~real ~~lubricant~~assets, ~~additives~~from ~~business~~May ~~segment. Prior~~2012 to ~~joining~~July ~~Lubrizol~~2014, ~~from~~and ~~1993~~prior to ~~September 2004~~that, ~~Ms. Vesy~~a ~~held~~member ~~various~~of ~~positions with~~ the ~~Assurance~~global ~~and~~investment ~~Business~~research ~~Advisory~~division ~~Services group~~ of ~~PricewaterhouseCoopers~~Goldman ~~LLP,~~Sachs ~~a registered public accounting firm, including Senior Manager~~ from ~~1999~~May 2010 to ~~September~~May ~~2004~~2012. MsMr. ~~Vesy~~ ~~graduated~~Fennerty ~~with~~earned a Bachelor of Science in business administration ~~from~~with ~~Miami University. Ms. Vesy is~~ a ~~certified~~major ~~public~~in ~~accountant~~finance ~~(CPA)~~from ~~and~~Georgetown ~~member of the American Institute of Certified Public Accountants (AICPA)~~University.

~~Conor~~The ~~M. Fennerty, age 36, has served as Executive Vice President of the~~ Company since November 2020, and as Executive Vice President, Chief Financial Officer and Treasurer of SITE Centers since November 2019. From April 2017 to November 2019, Mr. Fennerty served as SITE Centers’s Senior Vice President of Capital Markets. Prior to joining SITE Centers, Mr. Fennerty served as a Vice President and Senior Analyst at BlackRock, Inc., a global funds manager, from July 2014 to April 2017, an Analyst at Cohen & Steers Capital Management, a specialist asset manager focused on real assets, from May 2012 to July 2014, and prior to that, a member of the global investment research division of Goldman Sachs from May 2010 to May 2012. Mr. Fennerty earned a Bachelor of Science in business administration with a major in finance from Georgetown University. Manager

The Company is externally managed and advised by the Manager pursuant to the New Management Agreement. The Company does not have any employees. Instead, pursuant to the terms of the New Management Agreement, the Manager provides the Company with its management team, including a chief executive officer, along with appropriate support personnel, in order to provide the management services to be provided by the Manager to the Company. Accordingly, each of the Company’s ~~Manager~~executive officers is an executive of SITE Centers.

~~The~~SITE ~~Company~~Centers, however, is ~~externally~~not ~~managed~~obligated ~~and~~to ~~advised~~dedicate byany ~~the~~of ~~Manager~~its ~~pursuant~~executives toor ~~the~~other ~~New~~personnel ~~Management~~exclusively ~~Agreement~~to the Company. ~~The~~In ~~Company~~addition, ~~does~~neither ~~not~~SITE ~~have~~Centers ~~any~~nor ~~employees. Instead~~its executives or other personnel, ~~pursuant~~including its executive officers supplied to the ~~terms~~Company, are obligated to dedicate any specific portion of its or their time to the Company. The New Management Agreement, ~~the~~requires ~~Manager~~only ~~provides~~that members of the Company’s ~~with its~~ management team, ~~including~~devote asuch ~~chief~~time ~~executive~~as ~~officer~~is necessary and appropriate, ~~along~~commensurate with ~~appropriate~~the ~~support~~level ~~personnel~~of the Company’s activity. Nevertheless, inthe ~~order~~Company tobelieves ~~provide~~it benefits from the personnel, relationships and experience of SITE Centers’ executive team.

6For more information, see “Risks Related to the Company’s Relationship with SITE Centers” included in Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K and “Executive Summary—Manager” included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of this Annual Report on Form 10‑K.

~~management~~Item ~~services to be provided by the Manager to the Company~~1A. ~~Accordingly,~~ ~~each~~RISK ~~of the Company’s executive officers is an executive of SITE Centers.~~ FACTORS

~~SITE~~The ~~Centers,~~following ~~however,~~are iscertain ~~not~~risk ~~obligated~~factors tothat ~~dedicate~~we ~~any~~believe ~~of its executives or other personnel exclusively to the Company. In addition, neither SITE Centers nor its executives or other personnel, including its executive officers supplied to the Company,~~ are ~~obligated~~material to ~~dedicate any specific portion of its or their time to the Company~~investors. The ~~New~~occurrence ~~Management~~of ~~Agreement~~any ~~requires only that members~~ of ~~the~~these ~~Company’s~~risks ~~management~~could ~~team~~have ~~devote~~a ~~such~~material ~~time~~adverse aseffect ison ~~necessary~~our ~~and~~efforts ~~appropriate,~~to ~~commensurate~~wind-up ~~with~~ the ~~level of the~~ Company’'s ~~activity. Nevertheless,~~operations ~~the~~or ~~Company~~reduce ~~believes~~or iteliminate ~~benefits~~any ~~from~~future ~~the~~distributions ~~personnel,~~to ~~relationships~~our ~~and experience of SITE Centers’ executive team~~shareholders.

~~The~~Risks ~~Manager~~Related ~~is at all times subject~~ to the ~~supervision~~Wind-Up ~~and oversight~~ of the ~~Board~~Company's ~~of Directors and has only such functions, responsibilities and authority as are specified in the New Management Agreement.~~ Operations

~~For~~The ~~more information, see “Risk Related to the~~ Company’s ~~Relationship~~Cannot ~~with~~Assure ~~SITE~~Investors ~~Centers~~of ~~and~~ the ~~Manager”~~Timing ~~included~~or inAmount ~~Item 1A. Risk Factors in Part I~~ of ~~this~~Future ~~Annual~~Distributions ~~Report~~to ~~on Form 10-K and “Executive Summary—Manager” included in Item 7~~Shareholders. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of this Annual Report on Form 10‑K.~~

The Company’s estimate of net assets in liquidation at December 31, 2022 was $5,820,000, or $0.28 per common share. This estimation is based on a number of estimates and assumptions including expected expenses and other factors not within the Company's control. Any distributions the Company makes to its shareholders will be at the discretion of the Board of Directors and will be affected by various factors, including the collection of remaining amounts owed to the Company by tenants and third parties, the Company’s operating expenses (including management fees and other obligations owing to the Manager), and the amount of any claims made against the Company during the wind-up of its operations. If the Company’s liabilities (including, without limitation, third-party claims and compliance costs) are greater than the Company currently expects or if the Company's collection of remaining receivables is less than the Company expects, shareholders will receive less in total distributions. The Company cannot assure shareholders of the actual amount, if any, they will receive in future distributions or when any such distributions will be paid. For more information, see “Liquidity, Capital Resources and Financing Activities” in Item 1A7. ~~RISK~~Management’s ~~FACTORS~~Discussion and Analysis of Financial Condition and Results of Operations in Part II of this Annual Report on Form 10-K.

~~Summary~~If the Company Makes Distributions to Shareholders Without Making Adequate Provisions for Payment of ~~Risk~~Creditors’ ~~Factors~~Claims and Expenses, Shareholders Could Be Liable to the Creditors to the Extent of Any Payments Due to Creditors.

~~The~~Under ~~following~~Ohio islaw, aif ~~summary of material risks that could affect~~ the Company’s ~~business,~~makes ~~financial~~distributions ~~condition,~~to ~~liquidity,~~its ~~cash~~shareholders ~~flows~~without ~~and~~making ~~results~~adequate ofprovisions ~~operations. The~~for ~~risks~~payment ~~summarized~~of ~~below~~creditors’ ~~are~~claims, ~~discussed in greater detail in~~ the ~~risk factors that follow and are not the only risks the~~ Company ~~faces. The Company~~’s ~~business~~shareholders ~~operations~~ could ~~also~~ be ~~affected~~liable byto ~~additional~~creditors ~~factors that are not presently known~~ to itthe orextent ~~that~~of ~~the~~any ~~Company~~payments ~~currently~~due ~~considers~~ to becreditors ~~immaterial~~(up to ~~its~~the ~~operations. Investors~~aggregate ~~should~~amount ~~carefully~~previously ~~consider~~received ~~each~~by of the ~~following~~shareholder ~~risks~~from ~~and all of~~ the ~~other information contained in this Annual Report on Form 10-K~~Company). ~~Some~~Therefore, ofthe ~~these~~Company ~~risks~~retained ~~relate~~a ~~principally~~portion toof the ~~Company’s~~proceeds ~~relationship~~from ~~with~~its ~~SITE~~final ~~Centers,~~asset ~~while~~sales ~~others~~in ~~relate~~order ~~principally~~ to ~~the~~establish ~~Company’s~~a ~~strategy~~reserve ~~and~~fund ~~the~~to ~~industry~~satisfy inand ~~which~~discharge itexpenses ~~operates or~~ to ~~the~~be ~~securities~~incurred, ~~markets generally~~ and ~~ownership~~any ofunknown ~~the~~or ~~Company’s~~contingent ~~common~~claims, ~~shares. If~~debts ~~any~~or ofobligations ~~the~~which ~~following~~might ~~risks~~arise ~~actually~~during ~~occur,~~ the ~~Company’s~~five-year ~~business,~~wind-up ~~financial~~period ~~condition~~subsequent orto ~~results~~the filing of ~~operations could be negatively affected.~~

~~Risks Related to the Company’s Strategy~~6

•Table Theof Company may have difficulty selling its remaining real estate investment at an attractive price or at all.Contents

•the ~~The~~certificate of dissolution on June 30, 2022. Remaining obligations include fees owing to the Manager under the New Management Agreement, professional fees (including fees of accountants and law firms), potential insurance deductibles with respect to the Company’s ~~remaining~~tail ~~real~~director ~~estate~~and ~~asset~~officer ~~may~~liability insurance policy, vendor expenses and any other claims arising during the wind-up period. To the extent that the Company has underestimated the size of the Company's reserve fund and third-party claims emerge after distributions to the Company's shareholders have already been paid, the Company's shareholders could be ~~subject~~required to ~~impairment~~return ~~charges~~some or all of such distributions. As a result, the Company may not make a final distribution to shareholders until all such expenses and contingent claims are satisfied, resolved or fail to materialize, which could be one or more years following the filing date of its certificate of dissolution.

•If ~~The~~the Company's ~~expects~~Wind-up toCosts ~~establish~~or aUnpaid ~~reserve~~Liabilities ~~fund~~Are ~~with~~Greater ~~proceeds~~Than ofthe ~~its~~Company ~~final~~Expects, ~~asset~~or ~~sales~~If the Company Is Named a Defendant in ~~order~~a toFuture ~~satisfy~~Lawsuit ~~claims~~or Proceeding, Any Future Distributions May Be Delayed or Reduced.

•Liabilities ~~The~~and expenses, such as management, legal and accounting fees and other operating expenses, will continue to be incurred as the Company ~~may~~completes ~~adopt~~the awind-up ~~plan~~of its operations. To the extent that these expenses and liabilities exceed the Company's current estimates, they will reduce the amount of ~~liquidation~~assets available for future distribution to beneficiaries. In addition, ~~which~~the ~~may~~Company ~~have~~could ~~adverse~~be ~~tax~~named as a defendant in one or more future lawsuits and ~~other~~regulatory ~~consequences~~proceedings relating to its former business, including lawsuits relating to the sales of its properties. Expenses incurred in defending any such action, and any unfavorable outcome resulting therefrom, could adversely affect the amount ultimately available for distribution to shareholders.

• The Company’s ~~Board~~Former ofReal ~~Directors~~Estate ~~and~~Investments ~~management~~May ~~may~~Entail ~~change~~Environmental Liabilities That Could Adversely Affect the ~~Company’s~~Amount ~~strategy~~and ~~without~~Timing ~~shareholder~~of ~~approval~~Future Distributions to Shareholders.

~~Risks~~Conditions ~~Related~~at properties formerly owned by the Company may subject the Company to environmental liabilities. Under various federal, state and local environmental laws and regulations, a current or previous owner of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Certain environmental laws and common law principles could be used to impose liability for release of and exposure to hazardous substances, and third parties may seek recovery from the Company, as a former owner of real properties for personal injury or property damage associated with exposure to released hazardous substances. The costs of removal or remediation and related liability to third parties could be substantial and could have a material adverse effect on the Company’s ~~Business~~ability ~~Operations~~to ~~and~~make ~~Its~~distributions ~~Remaining~~to ~~Property~~shareholders.

•Risks ~~The~~Related ~~economic~~to ~~performance and value of~~ the Company’'s ~~remaining~~Common ~~property depend on many factors, including the economic climate and local conditions, each of which could have an adverse impact on the ultimate level of distributions to shareholders.~~Shares

•The ~~E-commerce~~Company ~~may~~May ~~continue~~Take toSteps ~~have~~That anSignificantly ~~adverse~~Decrease ~~impact~~Liquidity onin ~~the~~Its ~~Company’s~~Shares ~~tenants~~in ~~and~~Connection ~~business~~With Availing Itself of Relief to Cease Filing Most Reports With the SEC.

•In ~~The~~April ~~COVID~~2022, the Company de-19listed ~~pandemic~~its ~~had~~common shares from the NYSE in anticipation of the winding up of its business, and ~~could~~the ~~continue~~Company’s tocommon ~~have,~~shares acurrently ~~significant~~are ~~impact~~quoted on the OTC Pink Market under the ticker symbol “RVIC”. There can be no assurance that an active trading market for the Company’s common shares will be maintained. Although the Company is currently required to comply with the applicable reporting requirements of the Exchange Act, the ~~execution~~Company intends to seek to avail itself of ~~its~~relief ~~strategy~~provided ~~and~~by ~~its~~the ~~tenants’~~SEC that allows certain liquidating REITs to end most of their Exchange Act reporting while winding up their businesses. As a result of such process, shareholders would have access to substantially limited public information about the Company.

•Qualifying ~~The~~for ~~Company~~such ~~relies~~relief oninvolves, ~~major~~among ~~tenants~~other steps, ~~making~~the itclosing ~~vulnerable~~of a corporation’s stock transfer books. If the Company were to ~~changes~~close inits stock transfer books, the ~~business~~Company’s ~~and~~common ~~financial~~shares ~~condition~~would ofno longer be assignable or transferrable on the Company’s books, other than transfers by will, intestate succession or ~~demand~~operation of law. Additionally, the Company anticipates that as part of such process the OTC Pink Market would no longer quote prices for the Company’s common shares and the Depository Trust Company would cease to permit transfers of the Company’s common shares among its ~~space~~participants. The byCompany expects that these developments would cause brokers to significantly restrict future trading in the shares. As a result, ~~such~~the ~~tenants~~Company expects that liquidity in its shares would be significantly curtailed.

•Risks ~~The~~Related to the Company’'s ~~dependence~~Relationship onwith ~~rental~~SITE ~~income may adversely affect its ability to make distributions to shareholders~~Centers.

• The Company’s ~~expenses~~Is ~~may~~Dependent ~~remain~~on ~~constant~~SITE orCenters ~~increase~~and ~~even~~Its ifKey ~~income~~Personnel ~~from~~to Complete the Wind-up of the Company’s ~~remaining~~Business, ~~property~~and ~~decreases~~the Company May Not Find a Suitable Replacement for the Manager if the New Management Agreement is Terminated, or for Key Personnel if They Leave SITE Centers or Otherwise Become Unavailable to the Company.

• The ~~location of the~~ Company’s ~~remaining~~has ~~property~~no ~~makes~~separate itmanagement ~~vulnerable~~and tois ~~natural~~reliant ~~disasters,~~on ~~extreme~~the ~~weather~~Manager. All ~~conditions~~of ~~and~~the ~~climate~~Company’s ~~change.~~executive Anofficers ~~uninsured~~are ~~loss~~executives orof aSITE ~~loss~~Centers. Accordingly, ~~that~~completing ~~exceeds~~ the ~~limits~~wind-up of the Company’s ~~insurance~~business ~~policies~~will ~~could~~depend ~~subject the Company~~ to a ~~loss~~significant ofextent ~~capital~~upon ~~and revenue.~~

~~• The Company’s current or former real estate investments may entail environmental risks that could adversely affect its results of operations and disposition prospects.~~7

•Table Violent crime, including terrorism and mass shootings, or civil unrest may adversely impact the value of the Company’s remaining property.Contents

7the efforts, experience, diligence, skill and continued service of the officers and key personnel of SITE Centers. The departure of any of the officers or key personnel of SITE Centers could result in a material delay or disruption of any remaining distributions to shareholders.

•The ACompany ~~disruption~~offers ~~failure,~~no orassurance ~~breach~~that ofthe Manager will remain the Company’s ~~networks~~manager or ~~systems~~that the Company will continue to have access to SITE Centers’ officers and key personnel. SITE Centers is not obligated to dedicate any specific personnel exclusively to the Company, ~~including~~nor is SITE Centers obligated to dedicate any specific portion of time to the Company’s business, and none of SITE Centers’ employees are contractually dedicated to the Company under the New Management Agreement with the Manager. The officers and employees of SITE Centers have significant responsibilities associated with SITE Centers and, as a result, ofthese ~~cyber-attacks,~~individuals ~~could~~may ~~harm~~not ~~its~~always be willing or able to devote sufficient time to the management of the Company’s business.

~~Risks~~The ~~Related~~New Management Agreement is currently scheduled to expire on June 30, 2027 (the date on which the Company’s ~~Relationship~~existence ~~with~~will terminate under Ohio law), subject to the right of the Company or the Manager to earlier terminate the New Management Agreement on a voluntary basis upon delivery of at least 90 days’ advance written notice. If the New Management Agreement is terminated by SITE Centers, the Company may incur expenses and disruptions in transitioning to a replacement manager, and if no suitable replacement manager is found to manage the ~~Manager~~Company, the Company likely would not be able to complete the wind-up of its operations and make related distributions to shareholders. Given the limited scale of the Company’s current operations and the difficulty of identifying a replacement manager, the fees charged by any replacement manager could greatly exceed the level of fees currently paid by the Company to SITE Centers.

• The Company isMay ~~dependent~~Have onConflicts ~~the~~of ~~Manager,~~Interest ~~SITE~~with Centers and its key personnel who provide services to the Company, and the Company may not find a suitable replacement for the Manager if the New Management Agreement is terminated, or for key personnel if they leave SITE Centers ~~or otherwise become unavailable to the Company~~.

• The Company ~~may~~is ~~have~~subject to conflicts of interest arising out of its relationships with SITE Centers. Specifically, ~~and~~all of the ~~Manager~~Company’s executive officers are executives of SITE Centers. In addition, following the Company’s filing of the certificate of dissolution in June 2022, all of the independent directors resigned from the Company’s Board of Directors in an effort to minimize ongoing expenses, thereby leaving the Board of Directors comprised solely of SITE Centers executives.

~~Risks~~SITE ~~Related~~Centers and the Company’s executive officers may have conflicts between their duties to the Company and their duties to, and interests in, SITE Centers. Conflicts with the Company’s ~~Common~~business ~~Shares~~and interests are most likely to arise in connection with any amendment or interpretation of the provisions of any agreements between the Company and affiliates of SITE Centers (including the New Management Agreement) and the allocation of SITE Centers’ management’s time and services between the Company and SITE Centers. The Company will pay the Manager fees regardless of the amount and timing of any additional distributions to shareholders, which may reduce the Manager’s incentive to devote its time and effort to pursuing actions that maximize total returns to the Company’s shareholders.

•Pursuant Ifto anthe ~~active~~New ~~trading~~Management ~~market~~Agreement, the Manager will not assume any responsibility other than to render the services called for thereunder. The Manager maintains a contractual, as opposed to a fiduciary, relationship with the Company’s. Under ~~common~~the ~~shares~~terms isof ~~not~~the ~~sustained~~New ~~because~~Management Agreement, the Company’s ~~common~~will ~~shares~~indemnify ~~are~~the ~~de-listed~~Manager ~~from~~and ~~the~~its ~~New~~affiliates, ~~York~~as ~~Stock~~well ~~Exchange~~as their respective officers (and persons serving as officers of the ~~“NYSE”)~~Company at the request of SITE Centers or ~~otherwise,~~the ~~shareholders~~Company’s ~~ability~~Board toof ~~sell~~Directors), ~~shares~~directors, ~~when~~equity ~~desired~~holders, members, partners and employees, for all liability, claims, damages and losses arising out of the ~~prices~~performance ~~obtained~~of ~~will~~their beduties ~~adversely~~under ~~affected~~the New Management Agreement, and related expenses, except to the extent arising from any act or omission on their part that is determined to constitute gross negligence or willful misconduct.

•A ~~The~~Disruption, ~~Company~~Failure ~~cannot~~or ~~assure~~Breach ~~investors~~ of the ~~timing~~Manager’s Networks or ~~amount~~Systems, Including As a Result of ~~future~~Cyber-Attacks, ~~distributions~~Could toHarm ~~shareholders~~the Company’s Business and the Resolution of Its Operations.

• The Manager relies extensively on computer systems to manage the Company’s isbusiness. While anthe ~~“Emerging~~Manager ~~Growth~~maintains some of its own critical information technology systems, it also depends on third parties to provide important information technology services relating to several of the Company’s key business functions,” such as electronic communications and itcertain ~~cannot~~finance functions. These systems are subject to damage or interruption from power outages, facility damage, computer or telecommunications failures, computer viruses, security breaches, vandalism, natural disasters, catastrophic events, human error and potential cyber threats, including malicious codes, worms, phishing attacks, ransomware and other sophisticated cyber-attacks. Although the Company believes that the Manager and such third parties employ a number of protective measures to prevent, detect and mitigate cyber threats, including password protection, firewalls, backup servers, threat monitoring and periodic penetration testing, the techniques used to obtain unauthorized access change frequently, and there is no guarantee that such prevention efforts will be ~~certain~~successful. Should ifthey occur, these threats could compromise the ~~reduced~~confidential ~~disclosure~~information ~~requirements~~of the Company’s former tenants and third-party vendors, disrupt the wind-up of the Company’s operations and the availability and integrity of data in the Company’s systems and result in litigation, violation of applicable privacy and other laws, investigations, actions, fines or penalties. In the event of damage or disruption to ~~Emerging~~the ~~Growth~~Company’s ~~Companies~~business ~~make~~due ~~its~~to ~~securities~~these ~~less~~occurrences, ~~attractive~~the Company may not be able to ~~investors.~~successfully and quickly recover all of its critical

~~Risks Related to the Company’s Organization and Structure~~8

•Table The Company has significant shareholders who may exert influence on the Company as a result of their considerable beneficial ownership of the Company’s common shares, and their interests may differ from the interests of other shareholders.Contents

•business ~~Substantially~~functions, ~~all~~assets ofand ~~the~~data. Cyber-attacks ~~Company’s~~may ~~assets~~also ~~are~~entail ~~owned~~significant byremediation ~~subsidiaries,~~costs and ~~the~~result ~~creditors~~in misstatement of ~~these~~financial ~~subsidiaries~~reports, ~~are~~missed ~~entitled~~reporting todeadlines ~~amounts~~and ~~payable~~delay to ~~them by~~ the ~~subsidiaries~~resolution ~~before~~of the ~~subsidiaries may pay any dividends or other distributions to the~~ Company’s operations.

Risks Related to the Company’'s Taxation as a REIT

•The IfCompany ~~the~~May ~~Company~~Be ~~does~~Subject ~~not~~to ~~qualify~~Final asExaminations aby ~~REIT~~Taxing inAuthorities ~~any~~Across ~~taxable~~Various ~~year~~Jurisdictions, itWhich ~~will~~May beImpact ~~subject~~the toAmount ~~U.S.~~of ~~federal~~Taxes ~~income~~That ~~tax~~the asCompany aPays ~~regular corporation~~ and ~~could~~the ~~have~~Ultimate ~~significant~~Amount ~~tax~~of ~~liability,~~Distributions ~~which may have a significant adverse consequence~~ to the ~~value of the~~ Company’'s ~~common shares~~Shareholders.

•The ~~Dividends~~Company ~~paid~~evaluates byits ~~REITs~~probable ~~generally~~exposures doassociated with its tax filing positions. At December 31, 2022, the Company believes it has no such exposures, and accordingly has not ~~qualify~~accrued any such charges. The Company may be subject to final examination by taxing authorities; thus, a final determination by the taxing authorities could increase or decrease amounts of cash available for ~~reduced~~distribution ~~tax~~to ~~rates~~shareholders, perhaps significantly.

• Certain ~~foreign~~Foreign ~~shareholders~~Shareholders ~~may~~May beBe ~~subject~~Subject to U.S. ~~federal~~Federal ~~income~~Income ~~tax~~Tax on ~~gain~~Gain ~~recognized~~Recognized on a ~~disposition~~Disposition of the Company’s ~~common~~Common ~~shares~~Shares ifIf the Company ~~does~~Does ~~not~~Not ~~qualify~~Qualify asAs a “~~domestically~~Domestically ~~controlled~~Controlled” REIT.

~~General~~A ~~Risks~~foreign ~~Relating~~person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, is generally subject to ~~Investments~~U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is “domestically controlled.” In general, the Company will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s ~~Securities~~disposition of the Company’s stock, less than 50% in value of the stock was held directly or indirectly by non-U.S. persons. If the Company were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of the Company’s common shares would be subject to U.S. federal income tax unless the common shares were traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 10% of the outstanding common stock. Although the Company believes that it has qualified as a domestically controlled REIT for all periods prior to December 31, 2022, the Company made an election to surrender its REIT status effective January 1, 2023.

•Item ~~Changes~~1B. inUNRESOLVED ~~accounting~~STAFF ~~standards issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies may adversely affect the Company’s business.~~COMMENTS

~~• The Company may be subject to litigation that could adversely affect its financial condition and amounts available for distribution to shareholders~~None.

~~The~~Item ~~risk factors summarized above are discussed in greater detail below~~2. PROPERTIES

~~Risks Related to the Company’s Strategy~~None.

~~The~~Item ~~Company May Have Difficulty Selling Its Remaining Real Estate Investment at an Attractive Price or at All~~3. LEGAL PROCEEDINGS

AThe ~~key component of the~~ Company’s ~~business strategy~~ is ~~the~~subject ~~sale of its remaining property and using the proceeds thereof~~ to ~~pay operating expenses and make distributions to shareholders. Real estate investments are relatively illiquid and, as~~ a ~~result,~~variety ~~there~~of ~~can~~legal beactions nofor ~~assurance~~personal ~~that~~injury ~~the~~with ~~Company~~respect ~~will be able~~ to ~~sell~~ its ~~remaining~~former ~~property~~properties, onmost ~~favorable~~of ~~terms~~which orare atcovered ~~all~~by insurance. ~~Moreover,~~While ~~real~~the ~~estate~~resolution ~~sales~~of ~~prices~~these ~~constantly~~matters ~~fluctuate~~cannot ~~with~~be ~~changes~~predicted inwith ~~interest rates~~certainty, ~~supply~~management ~~and~~believes ~~demand~~that ~~dynamics, occupancy percentages, lease rates,~~ the ~~availability~~final outcome of ~~suitable~~such ~~buyers~~legal ~~and~~proceedings ~~financing, the perceived quality~~ and ~~dependability~~claims ofwill ~~income~~not ~~flows~~have ~~from~~a ~~tenants~~material ~~and~~adverse aeffect ~~number~~on ofthe ~~other~~Company’s ~~factors~~liquidity, ~~both~~financial ~~local~~position ~~and~~or ~~national~~results of operations.

~~The~~Item ~~Company’s interest in its remaining property, Crossroads Center, is subject to a ground lease which expires in November 2033 and has one, 25-year renewal option at the conclusion of its term~~4. As aMINE ~~result~~SAFETY of the ground lease, the level of interest in the property, and purchasers’ ability to finance such acquisition, may be extremely limited, and the property’s sale price may be adversely impacted (if the Company is able to sell the property at all). In addition, certain businesses remain particularly vulnerable to the DISCLOSURES

8Not Applicable.

impacts of the COVID-19 pandemic, including movie theaters, restaurants and entertainment uses. Approximately 27% of the annualized base rent at Crossroads Center is owed by movie theater and restaurant tenants, which may further limit potential investors’ interest in the property. The sale price of the Company’s remaining property may differ materially from the Company’s book value and from appraised values previously obtained for the asset and the Company may recognize a loss on such sale. 9

GivenTable the unique nature of the Company’s remaining property, prices and capitalization rates obtained for properties previously sold by the Company may not be representative of the price and capitalization rate obtained in connection with the disposition of the Company’s remaining property, and it is possible that the Company’s remaining property will be sold at a cap rate significantly higher than what the Company achieved for the properties it has sold to date. Contents

~~The~~PART Company cannot assure shareholders of the timing of the sale of the Company’s remaining property, the actual amount they will receive in distributions from the Company’s ongoing disposition strategy or when such distributions will be paid. The Board of Directors has discretion as to the timing of distributions of net sales proceeds and expects to retain a portion of proceeds from the sale of the Company’s remaining property in order to provide for known and unknown expenses and claims arising during the anticipated wind-up of the Company’s business. For more information see “Liquidity, Capital Resources and Financing Activities” included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II ~~of this Annual Report on Form 10-K.~~

~~The~~Item ~~Company’s~~5. ~~Remaining~~MARKET ~~Real~~FOR ~~Estate~~REGISTRANT'S ~~Asset~~COMMON ~~May~~EQUITY, BeRELATED ~~Subject~~STOCKHOLDER toMATTERS ~~Impairment~~AND ~~Charges.~~ISSUER PURCHASES OF EQUITY SECURITIES

~~On a periodic basis~~Holders, ~~the~~Dividends Company assesses whether there are any indicators that the value of its remaining property may be impaired. A property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and ~~without~~Market interest charges) to be generated by the property are less than the carrying value of the property. In the Company’s estimate of projected cash flows, it considers factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. As the Company evaluates the potential sale of its remaining property, the undiscounted future cash flow considerations include the most likely course of action at the balance sheet date based on current plans, the intended hold period and available market information. The Company is required to make subjective assessments as to whether there are impairments in the value of its remaining real estate asset. These assessments have a direct impact on the Company’s earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that the Company will not take significant impairment charges in the future. Any future impairment would have a material adverse effect on the Company’s results of operations in the period in which the charge is taken. Information

On April 7, 2022, the Company de-listed its common shares from the NYSE. The Company’s ~~Expects~~common toshares ~~Establish~~currently aare ~~Reserve~~quoted ~~Fund~~on ~~with~~the ~~Proceeds~~OTC Pink Market under the ticker symbol “RVIC.” As of ~~Its~~February ~~Final~~15, ~~Asset~~2023, ~~Sales~~there were 2,302 record holders. This total excludes beneficial or non-registered holders that held their shares through various brokerage firms. This figure does not represent the actual number of beneficial owners of the Company’s common shares because common shares are frequently held in ~~Order~~“street toname” ~~Satisfy~~by ~~Claims~~securities dealers and others for the benefit of beneficial owners who may vote the shares. In addition, any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

~~The~~For ~~Company~~all ~~will~~periods ~~likely~~prior ~~seek~~ to ~~file~~December ~~articles~~31, of2022, ~~dissolution with~~ the ~~Secretary of State of the State of Ohio sometime following the sale of the~~ Company’s ~~remaining~~operated ~~property~~in ora atmanner ~~such~~that ~~time~~allowed as it ~~transfers its remaining assets, subject~~ to ~~its~~qualify ~~liabilities,~~as ~~into~~ a ~~liquidating~~REIT ~~entity. Pursuant~~and togenerally ~~Ohio~~not ~~law,~~be ~~the~~subject ~~Company would continue~~ to ~~exist~~U.S. ~~for~~federal aincome ~~period of five years following the filing of the articles of dissolution for the purpose of paying, satisfying~~ and ~~discharging~~excise ~~any~~tax. U.S. ~~debts~~federal orincome ~~obligations,~~tax ~~collecting~~law ~~and~~generally ~~distributing~~requires ~~its~~that ~~assets,~~a ~~and~~REIT ~~doing~~distribute ~~all~~annually ~~other~~at ~~acts~~least ~~required~~90% toof ~~liquidate and wind up~~ its ~~business~~REIT ~~and~~taxable ~~affairs. Under Ohio law~~income, ifwithout ~~the~~regard ~~Company makes distributions~~ to ~~its~~the ~~shareholders~~deduction ~~without~~for ~~making~~dividends ~~adequate~~paid ~~provisions~~and ~~for~~excluding ~~payment~~net ofcapital ~~creditors’ claims~~gains, ~~the~~and ~~Company’s~~that ~~shareholders~~it ~~could~~pay betax ~~liable~~at toregular ~~creditors~~corporate rates to the extent ofthat ~~any~~it ~~payments~~annually ~~due~~distributes toless ~~creditors~~than ~~(up~~100% toof ~~the~~its ~~aggregate~~REIT ~~amount~~taxable ~~previously received by the shareholder from the Company)~~income. ~~The~~ Effective ~~Company~~January ~~does~~1, ~~not expect to have access to third-party sources of capital during the course of the wind-up period in order to satisfy liabilities. Therefore~~2023, the Company ~~will~~elected ~~likely~~to ~~establish~~surrender ~~a reserve fund with a portion of the proceeds from~~ its ~~final~~REIT ~~property~~status ~~sales~~ in ~~order~~connection towith ~~satisfy and discharge any unknown or contingent claims, debts or obligations which might arise during~~ the ~~five-year~~ongoing wind-up ~~period subsequent to the filing~~ of ~~the~~its ~~articles~~operations ~~of dissolution. Such obligations include fees owing to the Manager under the New Management Agreement, professional fees (including fees of accountants~~ and ~~law~~in ~~firms),~~recognition insurance premiums and potential deductibles (including with respect to a tail insurance policy for directors and officers), vendor expenses, costs to resolve and streamline the Company’s subsidiaries and corporate structure and any claims arising under sale agreements for recently completed dispositions. As a result, it is likely that the ~~Company~~nature ~~would not distribute all proceeds from the sale~~ of ~~its final property until these known and contingent claims are satisfied or fail to materialize, which could be several years following~~ the ~~date of any final sale. For more information see “Liquidity, Capital Resources and Financing Activities” included in Item 7. Management~~Company’s ~~Discussion~~remaining ~~and~~operations ~~Analysis~~makes offuture ~~Financial~~compliance ~~Condition~~with ~~and~~REIT ~~Results~~requirements ~~of Operations in Part II of this Annual Report on Form 10-K~~impracticable.

~~The~~Issuer ~~Company~~Purchases ~~May Adopt a Plan~~ of ~~Liquidation,~~Equity ~~Which May Have Adverse Tax and Other Consequences.~~Securities

~~The Company’s Board of Directors may elect to adopt a formal plan of liquidation in the future to sell the Company’s remaining asset and to liquidate and dissolve the Company~~None. The REIT provisions of the Code generally require that the Company distribute at least 90% of its REIT taxable income each year (determined without regard to the dividends paid deduction and excluding net capital gain) as a dividend to its shareholders. Liquidating distributions made pursuant to any plan of liquidation are expected to qualify for the dividends paid deduction, provided that they are made within 24 months of the adoption of such plan. In the event a plan of

9Item 6. [RESERVED]

~~liquidation~~Item ~~is adopted, conditions may arise that might prevent the Company from being able to liquidate within such 24-month period~~7. ~~For~~ ~~instance, it may not be possible to sell the Company~~Management’s ~~remaining~~Discussion ~~property during such period. In such event, rather than retain the property~~ and ~~risk~~Analysis ~~losing~~of ~~its~~Financial ~~status~~Condition ~~as a REIT, the Company could elect, for tax purposes, to transfer its remaining assets~~ and ~~liabilities~~Results ~~to a liquidating trust or, subject to the approval~~ of ~~its shareholders, convert to a limited liability company in order to meet the 24-month requirement.~~ Operations

~~Any~~The ~~shareholders~~Company ~~who~~was ~~have~~formed ~~not~~in ~~sold~~December ~~their~~2017 ~~common~~as ~~shares~~a ~~prior~~wholly-owned tosubsidiary ~~such~~of aSITE ~~transfer~~Centers Corp. ("SITE Centers" or ~~conversion~~the ~~would~~"Manager"). On ~~receive~~July ~~beneficial~~1, ~~interests~~2018, inthe date of the ~~liquidating~~Company’s ~~trust~~spin-off orfrom ~~membership~~SITE ~~interests~~Centers ininto ~~the~~a ~~limited~~separate ~~liability~~publicly traded company, ~~equivalent~~the toCompany ~~their~~owned ~~ownership~~and ~~interests~~operated in48 ~~the~~retail ~~Company,~~shopping ascenters ~~represented~~and byhad two reportable segments: continental U.S. and Puerto Rico. As a result of the sale of the Company’s ~~common~~remaining ~~shares~~Puerto ~~that~~Rico ~~they~~assets ~~held~~in ~~prior~~August to2021, the ~~transfer~~Company orceased ~~conversion. Beneficial~~reporting ~~interests~~financial inresults for the ~~liquidating~~Puerto ~~trust~~Rico segment and ~~membership~~instead ~~interests~~commenced inreporting the ~~limited~~financial ~~liability~~results ~~company~~of ~~would~~the ~~generally be~~Puerto ~~non-transferable except~~Rico bysegment ~~will,~~as ~~intestate~~discontinued ~~succession~~operations orfor ~~operation~~all ofperiods ~~law~~presented. ~~Because~~ On ofApril ~~the~~12, ~~illiquid~~2022, ~~nature~~Retail ofValue ~~these~~Inc. ~~interests,~~(“RVI” ~~there~~or ~~could~~the be“Company”) nocompleted ~~assurance~~the assale toof ~~how~~its ~~long~~last ~~any~~real ~~holder~~estate ~~thereof~~asset, ~~may~~Crossroads beCenter, ~~required~~and tono ~~hold~~longer ~~them.~~owns an interest in any real property.

~~Furthermore,~~EXECUTIVE such a transfer or conversion would be treated for U.S. federal income tax purposes as a distribution of the Company’s remaining assets and liabilities to its shareholders, immediately followed by a contribution of the assets and liabilities to the liquidating trust or limited liability company. As a result, shareholders would recognize gain (or loss) in the tax year of such transfer or conversion equal to the difference between (x) the shareholder’s share of the cash and the fair market value of any assets received by the liquidating trust or limited liability company, less any liabilities assumed by the liquidating trust or limited liability company and (y) the shareholder’s tax basis in his or her common shares (reduced by the amount of all prior liquidating distributions paid to the shareholder during the liquidation period), prior to the sale of such assets and the distribution of the net cash proceeds, if any. Furthermore, for purposes of computing gain (or loss), the fair market value of any remaining assets (net of liabilities) may not necessarily correspond with the Company’s share price. Such transfer or conversion also may have adverse tax consequences for tax-exempt and non-U.S. shareholders, including with respect to the ongoing activity of the liquidating trust or limited liability company.SUMMARY

InOn ~~addition~~June 30, it2022, isthe ~~possible~~Company ~~that~~filed a certificate of dissolution with the ~~fair~~Secretary ~~market~~of ~~value~~State of the ~~assets~~State ~~received~~of byOhio. Pursuant to the ~~liquidating~~Ohio ~~trust~~Revised orCode, ~~limited~~the ~~liability~~Company ~~company,~~will ascontinue ~~estimated~~to exist for ~~purposes~~a period of ~~determining~~five years following the ~~extent~~filing of athe ~~shareholder’s~~certificate ~~gain~~of atdissolution for the ~~time~~purpose ~~interests~~of inpaying, ~~the~~satisfying ~~liquidating~~and ~~trust~~discharging any unknown or ~~limited~~contingent ~~liability~~claims ~~company~~or ~~are~~any ~~received~~debts byor ~~the~~other ~~shareholders~~obligations, ~~will~~collecting ~~exceed~~and ~~the~~distributing ~~cash~~its assets, and ~~fair~~doing ~~market~~all ~~value~~other ofacts ~~property~~required ~~ultimately~~to ~~received~~liquidate byand wind-up its business and affairs. In connection with the ~~liquidating~~filing ~~trust~~of orthe ~~limited~~certificate ~~liability~~of ~~company~~dissolution onand ain ~~sale~~recognition of the ~~assets. In~~substantial ~~this~~completion ~~case,~~of the ~~shareholder~~Company’s ~~would~~original ~~recognize~~strategy, athe ~~loss~~Company’s inindependent adirectors ~~taxable~~resigned ~~year~~from ~~subsequent~~the toCompany’s ~~the~~Board ~~taxable~~of ~~year~~Directors inon ~~which~~July ~~the~~1, ~~gain~~2022, ~~was~~and ~~recognized. The~~the ~~ability~~Board of ~~shareholders~~Directors tois ~~claim~~now ~~this~~comprised ~~loss~~exclusively ~~may~~of bemanagement ~~limited~~directors.

The Company remains focused on managing the wind-up activities, including the payment of known and contingent liabilities (including the wind-up expenses) and the distribution of available funds to the Company’s ~~Board~~common shareholders. The dissolution and wind-up process and the amount and timing of ~~Directors~~additional distributions to shareholders entail risks and ~~Management~~uncertainties. Accordingly, ~~May~~it ~~Change~~is not possible to predict the timing or aggregate amount that will ultimately be distributed to shareholders, and no assurance can be given that future distributions will equal or exceed the estimate of net assets in liquidation presented in the Company’'s ~~Strategy~~Consolidated ~~Without~~Statement ~~Shareholder~~of ~~Approval~~Net Assets. See further discussion below under “Liquidity, Capital Resources and Financing Activities—Winding Up and Dissolution.”

The Company’s ~~Board~~intends ofto ~~Directors~~seek ~~and~~to ~~management~~avail ~~may~~itself ~~change~~of ~~the~~relief ~~Company’s~~provided ~~strategy~~by tothe ~~dispose~~SEC ofthat ~~its~~allows ~~remaining~~certain ~~property,~~liquidating ~~distribute~~REITs ~~available~~to ~~proceeds~~end ~~(less~~most ~~amounts~~of ~~held~~their inreporting ~~reserve~~obligations tounder ~~satisfy~~the ~~known~~Exchange ~~and~~Act ~~contingent~~while ~~claims)~~winding ~~to shareholders and wind~~ up ~~the~~their ~~Company’s operations~~businesses. ~~The~~ As ~~Board~~a result of ~~Directors~~such ~~and~~process, ~~management~~shareholders ~~may~~would ~~establish~~have ~~new~~access ~~strategies~~to assubstantially ~~deemed~~limited ~~appropriate~~public ~~without~~information aabout ~~vote by~~ the ~~shareholders, and the~~ Company. Qualifying ~~may~~for ~~become~~such arelief ~~long-term~~involves, ~~real~~among ~~estate~~other ~~holder and begin to make acquisitions~~steps, ~~particularly~~the ifclosing itof isa ~~unable~~corporation’s tostock ~~sell~~transfer ~~its remaining property on reasonable terms~~books. ~~The~~ If ~~results of decisions made by~~ the ~~Board~~Company ofwere ~~Directors~~to ~~and~~close ~~management~~its ~~could~~stock ~~adversely~~transfer ~~affect~~books, the Company’s ~~financial~~common ~~condition~~shares ~~or results of operations, including its ability to distribute cash to shareholders or qualify as a REIT.~~

~~Risks Relating to the Company’s Business Operations and Its Remaining Property~~10

TheTable Economic Performance and Value of the Company’s Remaining Property Depend on Many Factors, Including the Economic Climate and Local Conditions, Each of Which Could Have an Adverse Impact on the Ultimate Level of Distributions to Shareholders. Contents

~~The~~would ~~economic~~no ~~performance~~longer be assignable or transferrable on the Company’s books, other than transfers by will, intestate succession or operation of law. Additionally, the Company anticipates that as part of such process the OTC Pink Market would no longer quote prices for the Company’s common shares and ~~value~~the Depository Trust Company would cease to permit transfers of the Company’s ~~remaining~~common ~~real~~shares ~~estate~~among ~~investment~~its ~~can~~participants. The beCompany ~~affected~~expects bythat ~~many~~these ~~factors,~~developments ~~including~~would cause brokers to significantly restrict future trading in the ~~following:~~shares. As a result, the Company expects that liquidity in its shares would be significantly curtailed.

•Transaction ~~Changes in the national, regional, local and international economic climate, including as a result of the COVID-19 pandemic;~~Highlights

•From ~~Local~~its ~~conditions,~~formation ~~such~~in asDecember an2017 ~~oversupply~~through ofApril ~~space~~12, or2022, athe ~~reduction~~Company insold ~~demand~~all ~~for~~of ~~real~~its ~~estate~~properties (in ~~the area and population, demographic and employment trends;~~thousands):

• The attractiveness of the property to tenants;


Date Sold	Property Name	City, State	Total Owned GLA		Gross Sales Price
04/17/18	Silver Spring Square	Mechanicsburg, PA		343	$	80,810	(1)
06/27/18	The Walk at Highwoods Preserve	Tampa, FL		138		25,025	(1)
07/06/18	Tequesta Shoppes	Tequesta, FL		110		14,333
07/10/18	Lake Walden Square	Plant City, FL		245		29,000
08/01/18	East Lloyd Commons	Evansville, IN		160		23,000
08/13/18	Grandville Marketplace	Grandville, MI		224		16,700
08/29/18	Brandon Blvd Shoppes	Valrico, FL		86		14,650
09/14/18	Gresham Station	Gresham, OR		342		64,500
10/18/18	Palm Valley Pavilions West	Goodyear, AZ		233		44,800
11/13/18	International Drive Value Center	Orlando, FL		186		26,157
11/20/18	Douglasville Pavilion	Atlanta, GA		266		35,120
12/14/18	Kyle Crossing	Kyle, TX		121		27,600
02/08/19	Millenia Plaza	Orlando, FL		412		56,400
02/27/19	Homestead Pavilion (TD Bank)	Homestead, FL		4		4,091
03/01/19	West Allis Center (Chick-Fil-A)	Milwaukee, WI		5		2,211
03/04/19	Lowe's Home Improvement	Hendersonville, TN		129		16,058
03/26/19	Midway Marketplace	St. Paul, MN		324		31,210
04/05/19	Mariner Square	Spring Hill, FL		194		17,000
05/23/19	Shoppers World of Brookfield	Brookfield, WI		203		19,450
05/31/19	Homestead Pavilion	Homestead, FL		295		62,250
06/13/19	Beaver Creek Crossings	Apex, NC		321		52,750
08/07/19	Harbison Court	Columbia, SC		242		36,500
08/09/19	West Allis Center	West Allis, WI		259		18,100
12/19/19	Marketplace at Towne Centre	Mesquite, TX		180		19,150
01/15/20	Newnan Crossing (Except Lowe's Parcel)	Newnan, GA		92		11,600
02/19/20	Hamilton Commons	Mays Landing, NJ		403		60,000
02/26/20	Tucson Spectrum Shopping Center	Tucson, AZ		717		84,000
06/30/20	Big Oaks Crossing	Tupelo, MS		348		21,000
07/27/20	Newnan Crossing (Lowe's Parcel)	Newnan, GA		130		15,550
09/24/20	Riverdale Village	Coon Rapids, MN		788		70,000
12/21/20	Peach Street Marketplace (Longhorn Steakhouse Parcel)	Erie, PA		5		2,075
12/22/20	Plaza Palma Real	Humacao, PR		448		50,000
04/09/21	Marketplace of Brown Deer	Brown Deer, WI		405		10,250
04/13/21	Noble Town Center	Jenkintown, PA		168		14,000
04/14/21	Plaza Vega Baja	Vega Baja, PR		185		4,500
04/21/21	Uptown Solon	Solon, OH		182		10,100
06/03/21	Señorial Plaza	Rio Piedras, PR		202		20,350
08/27/21	Puerto Rico Portfolio (9 properties)	Puerto Rico		3,538		550,000
10/01/21	Continental U.S. Portfolio (5 properties)	Various		2,623		264,000
12/06/21	Green Ridge Square	Grand Rapids, MI		216		23,250
12/15/21	Willowbrook Plaza	Houston, TX		385		37,100
04/12/22	Crossroads Center	Gulfport, MS		555		38,500
				16,412	$	2,023,140

	Asset sales (Post Spin-Off)			15,931	$	1,917,305

(1)

•Sold ~~The~~prior ~~increase~~to inthe ~~consumer~~spin-off ~~purchases~~which ~~through~~occurred ~~the~~on ~~internet;~~July 1, 2018.

~~• The Company’s ability to secure adequate management services to maintain its remaining property;~~11

•Table Increasedof operating costs, if these costs cannot be passed through to tenants andContents

10Manager

• The ~~expense~~Company does not have any employees. In connection with the Company’s separation from SITE Centers on July 1, 2018, the Company entered into the External Management Agreement and Property Management Agreements which governed the fees, terms and conditions pursuant to which SITE Centers served as the Company’s manager until December 31, 2021. On December 15, 2021, the Company and certain subsidiaries of ~~periodically~~SITE ~~renovating~~Centers entered into a new management agreement (“New Management Agreement”) which took effect on January 1, ~~repairing~~2022 and recompensated the Manager for property management and leasing services for Crossroads Center (prior to its sale in April 2022) and compensates the Manager for corporate services in connection with the wind-~~letting~~up ~~spaces~~of the Company’s business.

~~Because~~Effective ~~the~~January ~~Company’s~~1, ~~remaining investment consists of retail real estate~~2022, ~~the~~pursuant ~~Company’s performance is linked~~ to ~~general~~the ~~economic~~terms ~~conditions~~of in the ~~retail~~New ~~market~~Management Agreement, ~~including~~the ~~conditions~~Company ~~that~~will ~~affect~~pay ~~consumers’~~the ~~purchasing~~Manager ~~behaviors~~an ~~and~~asset ~~disposable~~management ~~income. The~~fee ~~market~~ for ~~retail~~services ~~space~~rendered ~~has~~in ~~been~~connection ~~and~~with ~~may~~corporate ~~continue~~management toof bethe ~~adversely~~Company ~~affected~~in byan ~~the~~aggregate ~~adverse~~amount ~~financial condition~~ of ~~some~~(i) ~~large retailing companies~~$500,000 ~~the~~for ~~ongoing~~calendar ~~consolidation~~year in2022, ~~the~~(ii) ~~retail sector~~$300,000 ~~increases~~per inannum ~~consumer~~commencing ~~internet~~on ~~purchases~~January 1, 2023 until the ~~amount~~end of ~~available~~the ~~retail~~calendar ~~space~~quarter in which the ~~local~~Company’s ~~market~~shares ~~and~~are ~~any~~deregistered ~~weakness~~under in the ~~national,~~Exchange ~~regional~~Act and/or ~~local~~the ~~economies. The~~ Company’s ~~performance~~reporting isobligations ~~affected~~under bythe ~~its~~Exchange ~~tenants’~~Act ~~results of operations, which~~ are ~~impacted~~suspended byor ~~consumer~~terminated, ~~preferences~~ and ~~macroeconomic~~(iii) ~~factors~~$100,000 ~~that~~per ~~affect~~annum, ~~consumers’~~commencing ~~ability~~from tothe ~~purchase~~calendar ~~goods~~quarter ~~and~~immediately ~~services. If~~following the ~~price~~calendar ofquarter ~~the goods and services offered by its tenants materially increases, including as a result of increases~~ in ~~taxes~~which orthe ~~tariffs~~Company’s ~~resulting~~shares ~~from,~~are ~~among~~deregistered ~~other~~under ~~things, potential changes in~~ the ~~Code,~~Exchange ~~the~~Act ~~operating results~~ and/or the ~~financial condition of the~~ Company’s ~~tenants~~reporting ~~and~~obligations ~~demand~~under ~~for~~the ~~retail~~Exchange ~~space~~Act ~~could~~are besuspended ~~adversely~~or ~~affected. To~~terminated until the ~~extent~~expiry ~~that~~of ~~any~~the term of ~~these~~the ~~conditions~~New ~~occur,~~Management ~~they~~Agreement ~~are~~(June ~~likely~~30, to2027) ~~affect~~or ~~market~~the ~~rents~~earlier ~~for~~termination ~~retail space~~thereof. In addition, ~~the~~pursuant ~~Company~~to ~~may~~the ~~face~~New ~~challenges~~Management inAgreement, the ~~management~~Company ~~and~~paid ~~maintenance~~the ofManager ~~its~~a ~~remaining~~ property ormanagement ~~incur~~fee ~~increased~~of ~~operating costs~~$88,000 ~~such~~on asaccount ~~real~~of ~~estate~~Crossroads ~~taxes~~Center, ~~insurance~~which ~~and~~was ~~utilities,~~sold ~~that~~in ~~may~~April ~~make its remaining property unattractive to tenants~~2022. In ~~addition~~April 2022, ~~the~~in ~~Company’s~~accordance ~~remaining property competes~~ with ~~numerous~~the ~~shopping~~terms ~~venues,~~of ~~including~~the ~~regional~~New ~~malls,~~Management ~~outlet centers~~Agreement, ~~other~~the ~~shopping~~Company ~~centers~~paid ~~and~~SITE ~~e-commerce,~~Centers ina ~~attracting and retaining retailers. For those leases that renew~~$385,000 ~~rental~~disposition ~~rates~~fee ~~upon~~for ~~renewal~~the ~~may~~sale beof ~~lower~~Crossroads ~~than~~Center ~~current~~and ~~rates. For~~a ~~those leases that do not renew~~$500,000 ~~the~~incentive ~~Company~~payment ~~may~~in ~~not~~recognition beof ~~able to promptly re-lease~~ the ~~space~~successful oncompletion ~~favorable~~of ~~terms or with reasonable capital investments. Such events may adversely affect~~ the Company’s ~~financial~~disposition ~~condition~~program ~~and~~(including ~~operating results, its ability to sell its remaining property on attractive terms or at all and~~ the ~~ultimate~~sale ~~level~~ of ~~distributions~~Crossroads ~~to be made to shareholders~~Center).

~~E-commerce~~The ~~May~~New ~~Continue~~Management Agreement also obligates the Company to ~~Have~~pay anor ~~Adverse~~reimburse ~~Impact~~the onManager for all commercially reasonable third-party costs and expenses incurred in the ~~Company’s~~performance ~~Tenants~~of its duties under the New Management Agreement, including but not limited to, all fees and ~~Business~~expenses paid to outside advisors (including legal and accounting fees), consultants, architects, engineers and other professionals reasonably required for the performance of the Manager’s duties.

~~E-commerce~~CRITICAL ~~has~~ACCOUNTING been broadly embraced by the public, including throughout the COVID-19 pandemic, and growth in the e‑commerce share of overall consumer sales is likely to continue in the future. Many of the Company’s tenants have been negatively impacted by increasing competition from internet retailers, and this trend could affect the way current and future tenants lease space. For example, the migration toward e-commerce has led many omni-channel retailers to reduce the number and size of their traditional “brick and mortar” locations, use such locations for curbside pickup of items ordered online and increasingly rely on e-commerce and alternative distribution channels. The COVID-19 pandemic has likely accelerated many of these trends. The Company cannot predict with certainty how growth in e-commerce will impact the demand for space at its remaining property or how much revenue will be generated at traditional store locations in the future. If the Company is unable to anticipate and respond promptly to trends in retailer and consumer behavior, or if demand for traditional retail space significantly decreases, the occupancy level and operating results at the Company’s remaining property could be materially and adversely affected.ESTIMATES

The ~~COVID-19~~preparation ~~Pandemic~~of ~~Had,~~financial ~~and~~statements ~~Could~~in ~~Continue~~conformity with generally accepted accounting principles (“GAAP”) requires management to ~~Have~~make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. Estimates and assumptions include, aamong ~~Significant~~other ~~Impact~~things, onthe collectability of receivables. It is possible that the ultimate outcome as anticipated by management in formulating its estimates inherent in these financial statements might not materialize. Accordingly, actual results could differ from these estimates. Subsequent to the Company’s adoption of the liquidation basis of accounting as of May 1, 2022, the ~~Execution~~Company is required to estimate all costs expected to be incurred through the end of ~~Its~~liquidation ~~Strategy~~including ~~and~~the ~~Its~~estimated ~~Tenants’~~amount ~~Businesses~~of cash the Company expects to collect on the remaining receivables.

~~The~~Revenue ~~Company’s~~Recognition ~~business~~ and ~~the~~Accounts ~~businesses~~Receivable of its tenants were significantly impacted by the COVID-19 pandemic and the public perception of and reaction to the related risks. Beginning in March 2020, the COVID-19 pandemic resulted in the closure of many tenant businesses and substantially reduced foot traffic at open tenant businesses as a result of social distancing restrictions. Beginning in April 2020, a significant number of tenants failed to pay some or all of their monthly rent obligations, and the Company agreed to defer a significant portion of these unpaid tenant rent obligations until 2021 and beyond. The majority of deferred amounts have been repaid by tenants as of December 31, 2021. Subject to the terms of the specific sale agreements, the Company continues to pursue and collect unpaid rents from tenants at several properties sold in recent years.

~~The~~Prior ~~Company is unable~~ to ~~forecast~~ the ~~duration~~adoption of the ~~disruption~~liquidation tobasis ~~tenant and Company operations caused by the COVID-19 pandemic. Although the level and pace~~ of ~~tenant collections (including the payment of deferred rents) exceeded management’s expectations during 2021~~accounting, ~~the~~rental ~~pandemic~~income ~~continues~~was toreduced ~~pose~~for ~~risks to~~ the ~~Company~~elimination ~~and~~of ~~tenant~~unpaid ~~operations. If~~contractual ~~new~~lease ~~surges~~payments infor ~~contagion~~tenants ~~occur, or if new COVID-19 variants emerge~~ that are more infectious or resistant to existing vaccines, or if there are decreases in the effectiveness of existing vaccines, the Company’s recent success in the collection of deferred rents and unresolved amounts could be adversely impacted and such developments could lead to new restrictions on tenant operations, nonpayment of contractual and previously deferred rents, additional tenant requests for rent relief and additional tenant closures and bankruptcies, all of which could adversely impact the ~~Company’s~~cash ~~results~~basis of ~~operations~~accounting ~~and~~due ~~ability~~ to ~~sell~~collectability ~~its remaining property~~concerns. ~~Certain tenant categories remain especially vulnerable to the impacts of the COVID-19 pandemic, including movie theaters, restaurants and entertainment.~~

~~The~~Upon ~~impact~~the adoption of the ~~COVID-19~~liquidation ~~pandemic~~basis ~~could~~of ~~also~~accounting, ~~exacerbate~~receivable balances were assessed for collectability and upon the ~~other~~determination ~~risks~~that ~~described~~the ~~herein~~collection of the receivable is probable. ~~Any~~ Prior to the adoption of the ~~foregoing~~liquidation ~~risks~~basis of accounting, orthe ~~related~~Company ~~risks~~made ~~that~~estimates of the collectability of its accounts receivable. The Company isanalyzed ~~unable~~tenant tocredit ~~predict~~worthiness, ~~due~~as towell ~~changing~~as ~~circumstances~~both ~~relating~~current toeconomic and tenant-specific sector trends when evaluating the ~~impacts~~probability of ~~the~~collection ~~COVID-19~~of ~~pandemic~~accounts receivable. In evaluating tenant credit worthiness, ~~could~~the Company’s assessment may have included a ~~material~~review ~~adverse~~of ~~effect~~payment history, tenant sales performance and financial position. The time to resolve these amounts may exceed one year. These estimates have a direct impact on the Company’s ~~business~~net assets because once the amount is not considered probable of being collected, ~~results~~assets are reduced. While the Company is working to maximize payments, collection of ~~operations~~past ~~and~~due ~~financial~~amounts ~~condition~~is not guaranteed.

11COMPARISON OF 2022 AND 2021 RESULTS OF OPERATIONS

The discussion of the Company’s ~~Relies~~2021 onperformance ~~Major~~compared ~~Tenants,~~to ~~Making~~2020 Itis ~~Vulnerable~~set toforth ~~Changes~~in “Comparison of 2021 and 2020 Results of Operations” included in ~~the~~Item ~~Business~~7. Management’s Discussion and Analysis of Financial Condition and Results of, orOperations ~~Demand~~in Part II of the Company’s Annual Report on Form 10-K for ~~Its~~the ~~Space~~fiscal ~~by,~~year ~~Such~~ended ~~Tenants.~~December 31, 2021.

The retail shopping sector has been affected by economic conditions, including increases in consumer internet purchases, as well as the competitive nature of the retail business and the competition for market share where stronger retailers have out-positioned some of the weaker retailers. In many cases, these shifts have resulted in weaker retailers losing market share and, in some cases, declaring bankruptcy and/or closing stores. In some cases, major tenants may declare bankruptcy or might take advantage of early termination of leases in connection with a plan to close stores. Bankruptcies, store closures and reduced expansion plans by conventional department stores and national chains in recent years have resulted in a smaller overall number of tenants requiring large store formats. The COVID-19 pandemic also accelerated some of these trends and certain businesses remain especially vulnerable to the impacts of the COVID-19 pandemic, including movie theaters and restaurants. 12

AsTable information becomes available regarding the status of the Company’s leases with tenants in financial distress or as the future plans for their spaces change, the Company may be required to write off and/or accelerate depreciation and amortization expense associated with a significant portion of the tenant-related deferred charges in future periods. The Company’s income and ability to meet its financial obligations could also be adversely affected in the event of the bankruptcy, insolvency or significant downturn in the business of one of these tenants or any of the Company’s other major tenants. In addition, the Company’s results could be adversely affected if any of these tenants do not renew their leases as they expire on terms favorable to the Company or at all.Contents

~~The~~Period ~~Company’s~~from ~~Dependence on Rental Income~~ May ~~Adversely~~1, ~~Affect~~2022 ~~Its~~through ~~Ability~~December to31, ~~Make Distributions to Shareholders.~~ 2022

~~Substantially~~As ~~all~~a result of the ~~Company’s~~adoption ~~operating~~of ~~income~~the isliquidation ~~derived~~basis ~~from~~of ~~rental~~accounting ~~income~~as atof ~~the~~May ~~Company’s~~1, ~~remaining~~2022, ~~property. As~~the aresults ~~result,~~of ~~the~~operations ~~Company’s~~for ~~operating~~the ~~performance~~current-year ~~depends~~period onis ~~its~~not ~~ability~~comparable to ~~collect~~the ~~rent~~prior-year ~~from tenants~~period. The ~~Company’s~~decrease ~~ability~~in tonet ~~sell~~assets ~~its~~in ~~remaining~~liquidation ~~property~~for ~~and~~ the ~~funds~~period ~~ultimately~~from ~~available~~May ~~for~~1, ~~distribution~~2022 through December 31, 2022 is primarily a result of distributions to common shareholders ~~would~~of be$31.0 ~~negatively~~million ~~affected~~and ifthe apayment ~~significant~~of ~~number~~additional ofexpenses ~~its~~associated ~~tenants,~~with orthe ~~any~~wind-up of ~~its~~the ~~major~~Company's ~~tenants~~operations, partially offset by payments received that were toin doexcess ~~the~~of ~~following:~~estimated receivables or were not anticipated.

•Period ~~Experience~~from aJanuary ~~downturn~~1, in2022 ~~their~~through ~~business~~April ~~that~~30, ~~significantly weakens their ability to meet their obligations to the Company;~~2022

•For ~~Delay~~the ~~lease~~four ~~commencements;~~months ended April 30, 2022, the Company reported results for one operating property, Crossroads Center, which was sold in April 2022. The operations of this property account for a majority of the revenues and operating expenses reported for the four months ended April 30, 2022. The change in income, as compared to the year ended December 31, 2021, is a result of the sale of all of the Company's remaining real estate assets in 2021, except for Crossroads Center. The general and administrative expenses primarily represent legal, audit, tax and compliance services and director compensation. The decrease in interest expense primarily was due to the repayment of the Company’s mortgage loan in August 2021. Debt extinguishment costs in 2021 (primarily related to the non-cash write-off of unamortized deferred financing costs) were incurred in connection with the prepayments of the mortgage loan with asset sale proceeds. Additionally, included in discontinued operations for the four months ended April 30, 2022, is 2021 overage rent (for the Company’s ownership period of the asset) from a major tenant in Puerto Rico that was not required to report its sales information until the first quarter of 2022.

•LIQUIDITY, ~~Decline~~CAPITAL toRESOURCES ~~extend~~AND orFINANCING ~~renew leases upon expiration;~~ACTIVITIES

•The ~~Fail~~Company maintains a cash balance to ~~make~~satisfy ~~rental~~projected ~~payments~~expenses ~~when~~and ~~due~~known orand unknown claims which might arise during the winding up and dissolution process. The Company’s capital source primarily is unrestricted cash. See further discussion below under “— Winding Up and Dissolution.”

•In ~~Close~~addition ~~stores~~to the Liability for Estimated Wind-Up Expenses included in the Consolidated Statement of Net Assets, the Company may be subject to other expenses such as insurance deductibles or ~~declare~~costs ~~bankruptcy~~incurred in connection with any litigation which may arise during the winding up and dissolution process. These costs cannot be reasonably estimated and, thus are not included as a deduction from the Net Assets in Liquidation at December 31, 2022. There is no assurance that the distributions will equal or exceed the estimate of net assets in liquidation presented herein.

~~Any~~Common ofShare these actions could result in the termination of tenants’ leases and the loss of rental income attributable to the terminated leases. Lease terminations by an anchor tenant or a failure by that anchor tenant to occupy the premises may also permit other tenants in the same shopping centers to terminate their leases or reduce the amount of rent they pay pursuant to the terms of their leases, which could decrease the price at which the Company is able to sell its remaining property (if it can sell it at all). In addition, the Company cannot be certain that any tenant whose lease expires will renew that lease or that the Company will be able to re-lease space on economically advantageous terms. The loss of rental revenues from major tenants and the inability to replace such tenants may adversely affect the Company’s profitability and its ability to sell its remaining property on attractive terms (or at all) and make distributions to shareholders. Dividends

~~The~~In December 2021, the Company’s ~~Expenses~~declared ~~May~~a ~~Remain~~cash ~~Constant~~dividend orof ~~Increase~~$3.27 ~~Even~~per ifcommon ~~Income~~share that was paid in January 2022, funded primarily with asset sale proceeds. In April 2022, the Company declared a cash dividend of $2.13 per common share that was paid in May 2022, funded primarily with proceeds from the sale of the Company’'s ~~Remaining~~last ~~Property~~property, ~~Decreases~~Crossroads Center. In June 2022, the Company declared a cash dividend of $1.16 per common share that was paid in July 2022 and was funded primarily with collections of accounts receivable and prior reserves for potential claims by purchasers under property sale agreements that did not materialize prior to the expiration of their general survival periods ("Survival Period Reserves"). In September 2022, the Company declared a cash dividend of $0.31 per common share that was paid in October 2022 and was funded primarily with the collection of a note receivable, Survival Period Reserves and other cash on hand. In 2022, the Company paid cash dividends totaling $6.87 per common share, or $145.1 million in the aggregate.

~~Costs~~The ~~associated~~amount ~~with~~of the ~~Company’s~~2022 ~~business,~~dividends ~~such as common area expenses, utilities, insurance, real estate taxes and corporate expenses, are relatively inflexible and generally do not decrease in the event that a property~~ is ~~not~~expected ~~fully occupied, rental rates decrease, a tenant fails~~ to ~~pay~~exceed ~~rent or other circumstances cause~~ the ~~Company’s~~amount ~~revenues~~of toREIT ~~decrease. In~~taxable ~~addition,~~income ~~inflation~~generated ~~could~~by ~~result in higher operating costs. If~~ the Company isin ~~unable to lower its operating costs when revenues decline and/or is unable to pass along cost increases to tenants~~2022. Accordingly, ~~the~~federal ~~Company’s~~income ~~cash~~taxes ~~flows,~~were ~~profitability~~not ~~and~~incurred ~~ability~~by ~~to make distributions to shareholders could be adversely impacted and potential purchasers of~~ the Company’s ~~remaining~~in ~~property may find it less attractive~~2022.

~~The~~Dividend ~~Location~~Distributions of the Company’s Remaining Property Makes It Vulnerable to Natural Disasters, Extreme Weather Conditions and Climate Change. An Uninsured Loss or a Loss That Exceeds the Limits of the Company’s Insurance Policies Could Subject the Company to a Loss of Capital and Revenue.

~~The~~Prior ~~Company’s~~to ~~remaining~~December ~~property~~31, ~~Crossroads~~2022, ~~Center~~the Company operated in ~~Gulfport~~a manner that allowed it to qualify as a REIT and generally not be subject to U.S. federal income and excise tax. U.S. federal income tax law generally requires that a REIT distribute annually to holders of its capital stock at least 90% of its REIT taxable income, ~~Mississippi~~without regard to the deduction for dividends paid and excluding net capital gains, anand ~~area~~that it pay tax at regular corporate rates to the extent that isit ~~susceptible~~annually distributes less than 100% of its REIT taxable income. Any distributions the Company makes to ~~tropical~~its ~~storms~~shareholders will be at the discretion of the Company’s Board of Directors and will depend upon, ~~hurricanes~~among other things, ~~sea-level~~the ~~rise~~Company’s actual and ~~other~~anticipated ~~natural~~liquidity, ~~disasters. Extreme~~which ~~weather~~will ~~events~~be affected by various factors, including its known expenses (including management fees and ~~natural~~other ~~disasters~~obligations inowing ~~recent~~to ~~years~~SITE ~~have~~Centers) ~~adversely~~and ~~impacted~~projected ~~the~~expenses ~~insurance~~relating ~~marketplace. The~~to the Company’s ~~insurance~~wind-up. Effective ~~premiums~~January ~~have~~1, ~~increased~~2023, the Company elected to surrender its REIT status in ~~recent~~connection ~~years~~with the ongoing wind-up of its operations and in recognition that the ~~potential~~nature ~~increase~~of inthe Company’s remaining operations makes future compliance with REIT requirements impracticable.

1213

theTable frequency and intensity of natural disasters, extreme weather-related events and climate change in the future may further limit the types of coverage and the coverage limits the Company is able to obtain on commercially reasonable terms. These natural disasters and extreme weather conditions may also disrupt the business of the Company’s tenants, which may affect the ability of some tenants to pay rent and may reduce the willingness of tenants to remain in or expand into areas affected by these conditions. The process of repairing and restoring properties impacted by these events may also hinder or delay the Company’s ability to sell its remaining property even if the Company is adequately insured with respect to the damage.Contents

~~The~~Winding ~~Company~~Up ~~maintains (i) all-risk property insurance for Crossroads Center with limits of $150 million per occurrence~~ and (ii) general liability insurance with limits of $105 million, per occurrence, in each case subject to various conditions, exclusions, deductibles and sub-limits for certain perils such as flood and earthquake. Coverage for a named windstorm and hail and/or tornado is subject to a deductible of 2% of the total insured value of the property. The Company also carries insurance for acts of terrorism up to $100 million per occurrence. Should a loss occur that is uninsured or is in an amount exceeding the applicable policy limit, or in the event of a loss that is subject to a substantial deductible under an insurance policy, the Company could lose all or part of its capital invested in, and anticipated revenue from its property.Dissolution

~~The~~There are many factors that will affect the timing and amount of any additional distributions to shareholders, including, among other things, the amount of current cash balances utilized to satisfy projected expenses and known and unknown claims which might arise during the Company’s ~~Current~~winding up and dissolution process. Accordingly, it is not possible to predict the timing or ~~Former~~aggregate ~~Real~~amount ~~Estate~~that ~~Investments~~will ~~May~~ultimately ~~Entail~~be ~~Environmental~~distributed ~~Risks~~to ~~That~~shareholders, ~~Could~~and ~~Adversely~~no ~~Affect~~assurance ~~Its~~can ~~Results~~be given that any future distributions will be made or that any future distributions will equal or exceed the estimate of ~~Operations~~net ~~and~~assets ~~Disposition~~in ~~Prospects.~~liquidation presented in the Company's Consolidated Statement of Net Assets.

~~Conditions~~In atconnection ~~properties~~with ~~currently or formerly owned by~~ the ~~Company~~sale ~~may~~of ~~subject~~Crossroads ~~the Company to liabilities~~Center, ~~including~~the ~~environmental liabilities. The~~ Company’s ~~operating~~last ~~expenses could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations. In addition~~property, ~~under~~on ~~various~~April ~~federal~~12, ~~state~~2022, ~~territorial and local laws, ordinances and regulations,~~ the Company ~~may~~adopted beliquidation ~~considered~~accounting aneffective ~~owner~~May or1, ~~operator of real property or to have arranged for the disposal or treatment of hazardous or toxic substances. As a result~~2022, ~~the~~which ~~Company~~was ~~may become liable for~~ the ~~costs~~beginning of ~~removal or remediation of certain hazardous substances released on or in its properties, including properties which~~ the ~~Company~~fiscal ~~has~~month ~~sold~~after in the ~~past. The~~sale ~~Company may also be liable for other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property)~~date. The ~~Company~~liquidation ~~may~~basis ~~incur such liability whether or not it knew~~ of, oraccounting ~~was~~is ~~responsible~~appropriate ~~for,~~when the ~~presence~~liquidation of ~~such~~a ~~hazardous~~company orappears ~~toxic~~imminent, ~~substances. Such liability could be of substantial magnitude~~ and ~~divert~~the ~~management’s~~net ~~attention~~realizable ~~from~~value ~~other aspects~~ of ~~the Company’s business and, as a result, could have a material adverse effect on the Company’s operating results and financial condition, as well as~~ its ~~ability~~assets tois ~~make~~reasonably ~~distributions to shareholders~~determinable. IfUnder anthis ~~environmental~~basis ~~condition~~of ~~were~~accounting, toassets ~~arise~~and orliabilities beare ~~detected~~stated at ~~the~~their ~~Company’s~~net ~~remaining~~realizable ~~property,~~value it(or ~~could~~liquidation ~~also~~value) ~~limit~~and ~~the~~estimated ~~number~~costs ofthrough ~~potential buyers for~~ the ~~property~~liquidation ~~and~~date ~~decrease~~are ~~the~~accrued ~~price~~to ~~at which~~ the ~~property~~extent ~~can~~reasonably ~~be sold (if it can be sold at all)~~determinable.

~~Violent~~The ~~Crime~~Company filed a certificate of dissolution with the Secretary of State of the State of Ohio on June 30, ~~Including~~2022. Pursuant ~~Terrorism~~to ~~and~~Ohio ~~Mass~~law, ~~Shootings~~the Company will continue to exist for a period of five years following the filing of the certificate of dissolution for the purpose of paying, satisfying and discharging any unknown or ~~Civil~~contingent ~~Unrest~~claims ~~May~~or ~~Adversely~~any ~~Impact~~debts or other obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind-up its business and affairs. Under Ohio law, if the ~~Value~~Company makes distributions to its shareholders without making adequate provisions for payment of creditors’ claims, the Company’s ~~Remaining~~shareholders ~~Property~~could be liable to creditors to the extent of any payments due to creditors (up to the aggregate amount previously received by the shareholder from the Company). Therefore, the Company retained a portion of the proceeds from its final asset sales in order to establish a reserve fund to satisfy and discharge expenses projected to be incurred, and any unknown or contingent claims, debts or obligations which might arise, during the five-year wind-up period subsequent to the filing of the certificate of dissolution. It is likely that the Company will not make a final distribution until all such expenses and contingent claims are paid, resolved or fail to materialize, which could be one or more years following the date on which the certificate of dissolution was filed. The Company is unable to provide any assurances with respect to the amount of any future distributions or the timing thereof.

~~Any~~Contracts ~~kind~~governing ofproperty ~~violent~~dispositions ~~criminal~~typically ~~acts,~~allow ~~including~~the ~~terrorist~~purchaser ~~acts~~to ~~against~~make ~~public~~claims ~~institutions~~for orbreaches ~~buildings~~of ormost ~~modes~~representations and other provisions under the sale agreement for a period of ~~public~~nine ~~transportation~~to12 ~~(including~~months ~~airlines~~following the disposition, ~~trains~~subject orto ~~buses)~~a cap, ~~mass~~which ~~shootings~~is ortypically ~~civil~~2% ~~unrest~~to ~~could~~3% ~~alter~~of ~~shopping~~the ~~habits~~gross sales price. As of December 31, ~~deter~~2022, ~~customers~~the ~~from~~survival ~~visiting~~period for all of the Company’'s ~~shopping~~sale ~~center~~agreements orhad ~~result~~expired inexcept ~~damage~~for to the ~~property,~~survival ~~which~~period ~~would~~applicable ~~have~~to athe ~~negative~~sale ~~effect~~of on the Company’s ~~business~~final property, ~~the~~which ~~operations~~was ofcapped ~~its~~at ~~tenants~~approximately $0.8 million and expired in January 2023. This potential liability was not included in the ~~value~~Consolidated Statement of ~~its~~Net ~~remaining property~~Assets.

AThe ~~Disruption~~Company also maintains cash balances to pay, ~~Failure~~among orother ~~Breach~~items, offees to SITE Centers under the ~~Company’s~~New ~~Networks~~Management orAgreement, ~~Systems~~professional fees (accountants and law firms) and potential insurance deductibles (specifically, ~~Including~~a as$1.5 million deductible applicable to any claims made with respect to a ~~Result~~tail insurance policy for directors and officers, that is not accrued for in the Consolidated Statement of ~~Cyber~~Net Assets) and vendor expenses. See "Risk Factors—Risks Related to the Wind-~~Attacks~~Up of the Company's Operations—If the Company Makes Distributions to Shareholders Without Making Adequate Provisions for Payment of Creditors’ Claims and Expenses, Shareholders Could ~~Harm~~Be ~~Its~~Liable ~~Business~~to the Creditors to the Extent of Any Payments Due to Creditors" included in Item 1A. Risk Factors in Part 1of this Annual Report on Form 10-K.

~~The~~In ~~Company~~April ~~relies extensively on computer systems to manage its business. While the Manager maintains some of its own critical information technology systems~~2022, ~~it also depends on third parties to provide important information technology services relating to several of~~ the Company’s ~~key~~de-listed ~~business~~its ~~functions,~~common ~~such~~shares ~~as electronic communications and certain finance functions. These systems are subject to damage or interruption~~ from power outages, facility damage, computer or telecommunications failures, computer viruses, security breaches, vandalism, natural disasters, catastrophic events, human error and potential cyber threats, including malicious codes, worms, phishing attacks, ransomware and other sophisticated cyber-attacks. Although the ~~Company~~NYSE ~~believes~~in ~~that~~anticipation ~~the Manager and such third parties employ a number~~ of ~~protective measures to prevent, detect and mitigate cyber threats, including password protection, firewalls, backup servers, threat monitoring and periodic penetration testing,~~ the ~~techniques~~winding ~~used~~up toof ~~obtain~~its ~~unauthorized~~business ~~access change frequently,~~ and ~~there is no guarantee that such prevention efforts will be successful. Should they occur, these threats could compromise~~ the ~~confidential information of the~~ Company’s ~~tenants~~common ~~and~~shares ~~third-party~~currently ~~vendors,~~are ~~disrupt~~quoted ~~the~~on ~~Company’s business operations and~~ the ~~availability~~OTC ~~and~~Pink ~~integrity~~Market ofunder ~~data in~~ the ~~Company’s~~ticker ~~systems~~symbol ~~and result in litigation, violation of applicable privacy and other laws, investigations, actions, fines or penalties~~“RVIC”. In ~~the~~July ~~event~~2022, ofthe ~~damage~~independent ormembers ~~disruption~~of to the Company’'s ~~business~~Board ~~due~~of toDirectors ~~these occurrences~~resigned, ~~the Company may not be able to successfully~~ and ~~quickly~~the ~~recover~~Board ~~all~~ of ~~its~~Directors ~~critical~~is ~~business~~now ~~functions,~~comprised ~~assets~~exclusively ~~and~~of ~~data~~management directors.

13Through its winding up and dissolution, the Company will be required to continue to comply with the applicable reporting requirements of the Exchange Act, even if compliance with these reporting requirements is economically burdensome. In order to curtail expenses, the Company intends to seek to avail itself of relief provided by the SEC that allows certain liquidating REITs to end most of their Exchange Act reporting while winding up their businesses. As a result of such process, shareholders would have access to substantially limited public information about the Company.

~~Risks~~Qualifying ~~Related~~for such relief involves, among other steps, the closing of a corporation’s stock transfer books. If this were to occur at the Company, the Company’s ~~Relationship~~common ~~with~~shares ~~SITE~~would ~~Centers~~no longer be assignable or transferrable on the Company’s books, other than transfers by will, intestate succession or operation of law. Additionally, the Company anticipates that as part of such process the OTC Pink Market would no longer quote prices for the Company’s common shares and the ~~Manager~~Depository Trust Company would cease to permit transfers of the Company’s common shares among its participants. The Company expects these developments would cause brokers to significantly restrict future trading in the shares. As a result, the Company expects that liquidity in its shares would be significantly curtailed. If the Company is able to avail itself of such relief and end most of its Exchange Act reporting, it anticipates that it would realize a reduction in accrued costs of approximately $1 million to $1.7 million.

The Company Is Dependent on the Manager, SITE Centers and Its Key Personnel Who Provide Services to the Company, and the Company May Not Find a Suitable Replacement for the Manager if the New Management Agreement Is Terminated, or for Key Personnel if They Leave SITE Centers or Otherwise Become Unavailable to the Company. 14

TheTable Company has no separate management and is reliant on the Manager. The Manager has significant discretion as to the implementation of the Company’s operating policies and strategy, although the Manager is subject to supervision by the Company’s Board of Directors. All of the Company’s executive officers are executives of SITE Centers. Accordingly, the Company believes that its success in effectuating its strategy (including the sale of its remaining property) will depend to a significant extent upon the efforts, experience, diligence, skill and continued service of the officers and key personnel of SITE Centers. The departure of any of the officers or key personnel of SITE Centers could have a material adverse effect on the Company’s performance and its ability to consummate its strategy. Contents

~~The~~See ~~Company~~“Risk ~~offers~~Factors—Risks noRelated ~~assurance~~to ~~that~~ the ~~Manager will remain the~~ Company’'s ~~manager~~Common orShares— ~~that~~The ~~the~~ Company ~~will~~May ~~continue~~Take toSteps ~~have~~That ~~access~~Significantly toDecrease ~~SITE~~Liquidity ~~Centers’~~in ~~officers~~Its ~~and~~Shares ~~key~~in ~~personnel. SITE~~Connection ~~Centers~~With isAvailing ~~not~~Itself ~~obligated to dedicate any specific personnel exclusively to the Company, nor is SITE Centers obligated to dedicate any specific portion~~ of ~~time~~Relief to ~~the~~Cease ~~Company’s~~Filing ~~business,~~Most ~~and~~Reports ~~none~~With ~~of SITE Centers’ employees are contractually dedicated to~~ the ~~Company~~SEC” ~~under~~included ~~the~~in ~~New~~Item ~~Management~~1A. ~~Agreement~~Risk ~~with~~Factors ~~the~~in ~~Manager. The~~Part ~~officers~~I ~~and employees~~ of ~~SITE~~this ~~Centers~~Annual ~~have~~Report ~~significant~~on ~~responsibilities~~Form ~~associated with SITE Centers and, as a result, these individuals may not always be willing or able to devote sufficient time to the management of the Company’s business~~10-K.

~~The~~Cash ~~New~~Flow ~~Management~~Activity Agreement is currently scheduled to expire on the fifth anniversary of the date on which the Company files articles of dissolution, subject to the right of the Company or the Manager to terminate the New Management Agreement on a voluntary basis upon delivery of at least 90 days’ advance written notice. If the New Management Agreement is terminated by SITE Centers, the Company may incur expenses and disruptions in transitioning to a replacement manager, and if no suitable replacement manager is found to manage the Company and its remaining property, the Company likely would not be able to execute its business plan. Given the scale of the Company’s current operations and the difficulty of identifying a replacement manager, the fees charged by any replacement manager could exceed the level of fees currently paid by the Company to SITE Centers.

The Company’s ~~May~~cash ~~Have~~flow ~~Conflicts~~activities ofare ~~Interest~~summarized ~~with~~as ~~SITE~~follows ~~Centers~~(in ~~and the Manager.~~ thousands):

The Company is subject to conflicts of interest arising out of its relationships with SITE Centers and the Manager. Specifically, all of the Company’s executive officers and two of the Company’s six directors are executives of SITE Centers. In the event the Company is able to sell its remaining property and de-list from the NYSE, several or all of the Company’s independent directors may resign from the Company’s Board of Directors, thereby leaving the Board of Directors composed solely of SITE Centers executives during the wind-up of the Company’s operations. SITE Centers and the Company’s executive officers may have conflicts between their duties to the Company and their duties to, and interests in, SITE Centers. Conflicts with the Company’s business and interests are most likely to arise from any amendment of the New Management Agreement, involvement in activities related to the allocation of SITE Centers’ management’s time and services between the Company and SITE Centers, the terms and timing of sale of the Company’s remaining property and the lease of vacant space or renewal of existing leases at the Company’s remaining property, which may be located near and compete with properties owned or managed by affiliates of SITE Centers.


	Four Months			The Year
	Ended April 30,			Ended December 31,
	2022			2021
Cash flow provided by operating activities	$	3,099		$	61,741
Cash flow provided by investing activities		36,196			892,013
Cash flow used for financing activities		(69,053	)		(1,014,079	)

~~The~~Changes Company will pay the Manager fees regardless of the performance of the Company’s remaining property or the price at which the remaining property is sold. The Manager’s entitlement to a management fee, which is not based upon performance metrics or goals, might reduce its incentive to devote its time and effort to seeking strategies that maximize total returns to the Company’s shareholders. The Manager may also be motivated to increase or earn additional fees by taking or recommending certain leasing and disposition actions which may not be consistent with actions desired by the Company’s shareholders. This, in ~~turn,~~cash ~~could~~flow ~~hurt~~compared ~~the Company’s ability~~ to ~~make distributions to its shareholders,~~ the ~~value~~prior ofyear ~~the~~are ~~Company’s~~described ~~remaining~~as ~~property and the market price of the Company’s common shares.~~ follows:

~~Pursuant~~Operating to the New Management Agreement, the Manager will not assume any responsibility other than to render the services called for thereunder and will not be responsible for any action of the Board of Directors in following or declining to follow its advice or recommendations.Activities: ~~The~~Cash ~~Manager~~provided ~~maintains~~by aoperating ~~contractual~~activities asdecreased ~~opposed to a fiduciary relationship with the Company~~$58. ~~Under~~6 ~~the~~million ~~terms~~primarily ofdue the New Management Agreement, the Company will indemnify the Manager and its affiliates, as well as their respective officers (and persons serving as officers of the Company at the request of SITE Centers or the Company’s Board of Directors), directors, equity holders, members, partners and employees, for all liability, claims, damages and losses arising out of the performance of their duties under the New Management Agreement, and related expenses, except to the ~~extent arising from any act or omission on their part that is determined to constitute gross negligence or willful misconduct.~~following:

•

14Decrease in operating income due to asset sales, partially offset by

•

~~Risks~~Reduction ~~Related~~of tointerest ~~the Company’s Common Shares~~ payments.

IfInvesting anActivities: Cash ~~Active~~provided ~~Trading~~by ~~Market~~investing ~~for~~activities ~~the~~decreased ~~Company’s~~$855.8 ~~Common~~million ~~Shares~~primarily Isdue ~~Not Sustained Because the Company’s Common Shares Are De-listed from the NYSE or Otherwise, Shareholders’ Ability~~ to ~~Sell Shares When Desired and~~ the ~~Prices Obtained Will Be Adversely Affected.~~ following:

•

~~The~~Decrease ~~Company’s~~in common shares are currently listed on the NYSE under the trading symbol “RVI.” However, there can be no assurance that the Company’s common shares will continue to be listed on the NYSE or that an active trading market for the Company’s common shares will be maintained, especially as the Company executes on its strategy to sell its remaining property and make distributions to shareholders, which is expected to negatively impact the price of the Company’s common shares and market capitalization. As the Company distributes property sale proceeds tofrom ~~shareholders,~~dispositions ~~the price~~ of ~~its~~real ~~common~~estate shares and market capitalization could fall below the NYSE’s minimum requirements, and the Company’s common shares could be de-listed. Additionally, the NYSE has discretionary authority to de-list the shares of ~~companies which do not own operating assets~~$865. As7 ~~a result~~million, ~~the~~partially ~~Company~~offset expects that the NYSE would immediately de-list the Company’s common shares upon the sale of its remaining property, though the Company may choose to de-list from the NYSE on a voluntary basis prior to such date. Similarly, the NYSE has discretionary authority to de-list the Company’s common shares in the event it adopts a plan of liquidation. Accordingly, no assurance can be given as to the ability of the Company’s shareholders to sell their common shares or the price that shareholders may obtain for their common shares, particularly after the Company’s common shares cease to be listed on the NYSE. by

•

~~Some~~Decrease ofin ~~the~~payments ~~factors~~for ~~that~~real ~~could~~estate ~~negatively~~improvements ~~affect the market price~~ of ~~the~~$9.9 ~~Company’s common shares include:~~ million.

•Financing ~~Changes~~Activities: Cash inused ~~the~~for ~~valuation~~financing ~~and~~activities ~~capitalization~~decreased ~~rate~~by ~~applicable~~$945.0 tomillion ~~the~~primarily ~~Company’s~~due ~~remaining~~to ~~property;~~the following:

•

•Decrease ~~The~~in ~~Company’s~~dividends ~~ability~~paid toof ~~sell~~$400.8 ~~its remaining property on a timely basis and on attractive terms~~million;

•

•Decrease ~~Increases~~ in ~~market~~repayment ~~interest rates, which may have a negative impact on the number~~ of ~~potential~~mortgage ~~buyers~~debt ~~for the Company’s remaining property~~ and ~~the~~credit ~~price~~facility ~~such~~costs ~~buyers~~of ~~are~~$354.2 ~~willing~~million ~~to pay;~~and

•

•Dividend ~~The~~paid ~~Company’s~~in ~~actual~~2021 oron ~~projected~~redeemable ~~operating~~equity ~~results,~~of ~~financial~~$190.0 ~~condition, cash flows and liquidity, or changes in business strategy or prospects;~~million.

•FORWARD-LOOKING ~~The market’s perception of the amount and timing of the Company’s potential future cash distributions;~~STATEMENTS

•Management’s ~~Natural~~Discussion ~~disasters~~and Analysis of Financial Condition and ~~environmental~~Results ~~hazards~~of ~~affecting~~Operations should be read in conjunction with the ~~area~~Company’s consolidated financial statements and the notes thereto appearing elsewhere in ~~which~~this report. Historical results and percentage relationships set forth in the Company’s ~~remaining~~consolidated ~~property~~financial isstatements, ~~located;~~including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to the wind-up of the Company's operations and the timing or amount of any future distributions to shareholders. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, see Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K.

•Factors ~~Actual~~that could cause actual results, performance or ~~perceived~~achievements ~~conflicts~~(including ofamounts ~~interest~~available ~~with~~for ~~SITE~~distribution ~~Centers~~to ~~and~~shareholders) ~~individuals,~~to ~~including~~differ ~~the~~materially ~~Company’s~~from ~~executives,~~those expressed or ~~any~~implied ~~termination~~by offorward-looking ~~the~~statements ~~New~~include, ~~Management~~but ~~Agreement;~~are not limited to, the following:

•

•The ~~Share~~occurrence ~~sales~~and byoutcome ~~the~~of ~~Company’s~~litigation, ~~significant~~including ~~shareholders,~~litigation orwith ~~the~~former ~~perception~~tenants ~~that~~and ~~such~~purchasers ~~sales~~of ~~may~~its ~~occur~~properties;

•

• The ~~publication~~Company ofmay ~~research~~be ~~reports~~unable ~~about~~to ~~the~~collect ~~Company~~amounts orowed ~~the~~to ~~real~~it ~~estate~~by ~~industry~~third parties;

•

•The ~~Additions~~Company tois orsubject ~~departures~~to ofpotential ~~SITE~~environmental ~~Centers’ key personnel or members of the Company’s Board of Directors~~liabilities;

•

•Changes ~~Speculation~~ in ~~the~~accounting ~~press~~ or ~~investment~~other ~~community~~standards;

~~• The extent of institutional investor interest in the Company;~~15

•Table Abilityof to pay distributions to the Company’s shareholders pursuant to its operating and disposition strategy;Contents

•

•A ~~The~~change in the Company’s ~~continued~~relationship ~~qualification~~with asSITE aCenters ~~REIT~~and SITE Centers’ ability to retain qualified personnel and adequately manage the Company;

•

•Potential ~~The~~conflicts ~~reputation~~ of ~~REITs~~interest ~~generally~~with SITE Centers and the ~~reputation~~Company’s ofability ~~REITs~~to ~~with~~replace ~~similar~~SITE ~~strategies;~~Centers as manager (and the fees to be paid to any replacement manager) in the event the New Management Agreement is terminated and

•

•The ~~Price~~Company and ~~volume~~its ~~fluctuations~~vendors, inincluding SITE Centers, could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, which could disrupt the ~~stock~~wind-up ~~market~~of ~~generally~~the Company’s operations, compromise the confidentiality of sensitive information and result in fines and penalties.

• General market and economic conditions, including the current state of the credit and capital markets and the market for sales and investments in properties similar to the remaining property owned by the Company.16

Additionally,Table in order to curtail expenses through any winding-up, the Company eventually expects to seek relief from the SEC from the reporting requirements under the Securities Exchange Act of 1934 (the “Exchange Act”). If such relief is granted, the Company may no longer be required to file annual, quarterly or other reports or proxy materials with the SEC. If the Company is no Contents

15Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~longer~~Proceeds ~~required~~from tothe ~~file~~Company's ~~some~~final orasset ~~all~~sales ofwill ~~these~~be ~~reports~~used ~~and~~for ~~other~~general ~~materials~~corporate ~~with~~purposes ~~the~~and ~~SEC,~~to ~~shareholders~~maintain ~~will~~an ~~have~~appropriate ~~access~~cash balance to ~~substantially~~satisfy ~~limited~~claims ~~public~~and ~~information~~expenses ~~about~~related to the ~~Company,~~winding ~~which~~up ~~may~~of ~~affect~~ the ~~trading~~Company's business and ~~liquidity~~distributions to holders of the Company’s common shares,. The asCompany ~~well~~has asnot ~~shareholders’~~entered, ~~ability~~and does not plan to ~~make~~enter, ~~investment~~into ~~decisions~~any ~~with~~derivative ~~respect~~financial toinstruments for trading or speculative purposes. As of December 31, 2022, the Company had no other material exposure to market risk.

~~The~~Item ~~Company~~8. ~~Cannot~~FINANCIAL ~~Assure~~STATEMENTS ~~Investors~~AND ofSUPPLEMENTARY ~~the Timing or Amount of Future Distributions to Shareholders.~~ DATA

~~Any~~The ~~distributions~~response ~~the Company makes~~ to ~~its~~this ~~shareholders~~item ~~will~~is beincluded atin ~~the~~a ~~discretion~~separate ofsection ~~the~~at ~~Board of Directors and will depend upon, among other things,~~ the ~~Company’s~~end ~~liquidity, which will be affected by various factors, including the income and sale proceeds from its remaining property, the collection~~ of ~~amounts~~this ~~owed~~Annual toReport ~~the~~on ~~Company~~Form by10-K ~~tenants~~beginning ~~and~~on ~~third~~page ~~parties,~~F-1 ~~the Company’s operating expenses (including management fees~~ and ~~other~~is ~~obligations~~incorporated ~~owing~~herein to the Manager), and the amount of claims made against the Company during the winding up of its operations (including with respect to agreements governing the recent sales of the Company’s properties). Distributions will also be impacted by ~~the~~reference ~~timing and success of the Company’s efforts to sell its remaining property~~thereto. As a result, no assurance can be given regarding the level or timing of any distributions the Company may make in the future. For more information see “Liquidity, Capital Resources and Financing Activities” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of this Annual Report on Form 10-K.

~~The~~Item ~~Company~~9. IsCHANGES anIN ~~“Emerging~~AND ~~Growth~~DISAGREEMENTS ~~Company,”~~WITH ~~and~~ACCOUNTANTS ItON ~~Cannot~~ACCOUNTING BeAND ~~Certain~~FINANCIAL ~~if the Reduced Disclosure Requirements Applicable to Emerging Growth Companies Make Its Securities Less Attractive to Investors.~~ DISCLOSURE

~~The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“the JOBS Act”)~~None. For so long as the Company remains an emerging growth company, the Company is not required to comply with, among other things, the auditor attestation requirements of the Sarbanes-Oxley Act of 2002 (“the Sarbanes-Oxley Act”). Emerging growth companies are also exempt from the “say on pay” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“the Dodd-Frank Act”) and are permitted to omit the detailed compensation discussion and analysis and other compensation-related disclosures from proxy statements and reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”). Investors may find the Company’s common shares less attractive because the Company relies on these provisions. If investors find the Company’s common shares less attractive as a result, there may be a less active trading market for the Company’s shares, and the Company’s share price may be more volatile.

InItem ~~addition, Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards~~9A. ~~However,~~ ~~the~~CONTROLS ~~Company~~AND has chosen to “opt out” of such extended transition period, and, as a result, the Company will comply with new or revised accounting standards on the relevant dates adoption of such standards is required for non-emerging growth companies. The Company’s decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. PROCEDURES

~~Risks~~Disclosure ~~Related~~Controls ~~to the Company’s Organization~~ and ~~Structure~~ Procedures

The Company’s ~~Has~~management, ~~Significant~~with ~~Shareholders~~the ~~Who~~participation ~~May~~of ~~Exert~~the ~~Influence~~Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b), of the effectiveness of the Company’s disclosure controls and procedures. Based on their evaluation as required, the CEO and CFO have concluded that the Company’s disclosure controls and procedures (as adefined ~~Result~~in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of ~~Their~~December ~~Considerable~~31, ~~Beneficial~~2022, ~~Ownership~~to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and were effective as of December 31, 2022, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s ~~Common Shares~~management, including its CEO and ~~Their~~CFO, ~~Interests~~or ~~May~~persons ~~Differ~~performing ~~from~~similar ~~the~~functions, ~~Interests~~as ofappropriate ~~Other~~to ~~Shareholders.~~allow timely decisions regarding required disclosure.

~~Ms. Katharina Otto-Bernstein is in a position to exert significant influence over the Company because of her considerable beneficial ownership of the Company~~Management’s ~~common~~Report ~~shares. As~~on ofInternal ~~February~~Control ~~18,~~over ~~2022,~~Financial the reported ownership of Ms. Otto-Bernstein was 17.7% of the Company’s common shares and, therefore, Ms. Otto-Bernstein may exert influence with respect to matters that are brought to a vote of the holders of the Company’s common shares. Among others, these matters include the election of directors, certain corporate transactions and amendments to the Company’s Articles of Incorporation and Code of Regulations. Furthermore, if the Company’s significant shareholders sell substantial amounts of the Company’s common shares in the public market to enhance the shareholders’ liquidity positions, fund alternative investments or for other reasons, the trading price of the Company’s common shares could decline significantly, and other shareholders may be unable to sell their common shares at favorable prices. The Company cannot predict or control how the Company’s significant shareholders may use the influence they will have as a result of their common share holdings.Reporting

~~Substantially~~The ~~All~~Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) or 15d-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the ~~Company’s~~risk ~~Assets~~that ~~Are~~controls ~~Owned~~may bybecome ~~Subsidiaries~~inadequate because of changes in conditions, ~~and~~or that the ~~Creditors~~degree of ~~These~~compliance ~~Subsidiaries~~with ~~Are~~the ~~Entitled~~policies toor ~~Amounts~~procedures ~~Payable~~may todeteriorate. Management ~~Them~~assessed the effectiveness of its internal control over financial reporting based on the criteria set forth by the ~~Subsidiaries~~Committee ~~Before~~of Sponsoring Organizations of the ~~Subsidiaries~~Treadway ~~May~~Commission ~~Pay~~(COSO) ~~Any~~in ~~Dividends~~Internal orControl—Integrated ~~Other~~Framework ~~Distributions~~(2013). Based toon those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.

~~The~~Changes ~~Company’s~~in ~~remaining~~Internal ~~property~~Control ~~and~~over ~~many~~Financial of its other assets are held through wholly-owned subsidiaries. The Company depends on cash distributions from its subsidiaries for most of its cash flow. The creditors of each of the Company’s subsidiaries are entitled to payment of that subsidiary’s obligations to them when due and payable before that subsidiary may make distributions or dividends to the Company. Thus, the Company’s ability to make any distributions to its shareholders depends on the Company’s Reporting

16During the three months ended December 31, 2022, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

~~subsidiaries’~~Item ~~ability~~9B. toOTHER ~~first~~INFORMATION ~~satisfy their obligations to their creditors and the Company’s ability to satisfy its obligations, if any, to its creditors.~~

In addition, the Company’s participation in any distribution of the assets of any of its subsidiaries upon the liquidation, reorganization or insolvency of the subsidiary is only after the claims of the creditors, if any, of the applicable direct or indirect subsidiaries are satisfiedNone.

~~Risks~~Item ~~Related~~9C. toDISCLOSURE ~~the~~REGARDING ~~Company’s~~FOREIGN ~~Taxation~~JURISDICTIONS asTHAT aPREVENT ~~REIT~~INSPECTIONS

~~If the Company Does~~ Not ~~Qualify as a REIT in Any Taxable Year, It Will Be Subject to U~~applicable.~~S. Federal Income Tax as a Regular Corporation and Could Have Significant Tax Liability, Which May Have a Significant Adverse Consequence to the Value of the Company’s Common Shares.~~

The Company currently seeks to operate in a manner that allows it to qualify as a REIT for U.S. federal income tax purposes. However, REIT qualification requires that the Company satisfy numerous requirements (some on an annual or quarterly basis) established under highly technical and complex provisions of the Code, for which there are a limited number of judicial or administrative interpretations. The Company’s status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within its control. Accordingly, the Company’s ability to qualify and remain qualified as a REIT for U.S. federal income tax purposes is not certain. Even a technical or inadvertent violation of the REIT requirements could jeopardize the Company’s REIT qualification. Furthermore, Congress or the Internal Revenue Service (“IRS”) might change the tax laws or regulations and the courts could issue new rulings, in each case potentially having a retroactive effect that could make it more difficult or impossible for the Company to continue to qualify as a REIT. In addition, the Company may elect to surrender its REIT status in connection with the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.17

IfTable theof Company does not qualify as a REIT in any tax year, the following would result: Contents

•PART The Company would be taxed as a regular domestic corporation, which, among other things, means that it would be unable to deduct distributions to its shareholders in computing its taxable income and would be subject to U.S. federal income tax on its taxable income at regular corporate rates;III

•Item ~~Any~~10. ~~resulting~~DIRECTORS, ~~tax~~EXECUTIVE ~~liability~~OFFICERS ~~could~~AND beCORPORATE substantial and would reduce the amount of cash available for distribution to shareholders and could force the Company to liquidate assets or take other actions that could have a detrimental effect on its operating results andGOVERNANCE

•Board Unless the Company were entitled to relief under applicable statutory provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which the Company lost its qualification, and its cash available for debt service obligations and distribution to its shareholders, therefore, would be reduced for each of ~~the years in which the Company does not qualify as a REIT.~~Directors

~~Even~~Consistent ifwith the Company’s ~~maintains~~original ~~its~~strategy ~~qualification~~to asrealize avalue ~~REIT,~~through itoperations ~~may~~and ~~face~~sales ~~other~~of ~~tax~~its ~~liabilities~~properties, ~~that~~the ~~reduce~~Company sold its ~~cash~~last ~~flow~~real estate asset in April 2022. The Company ~~may~~ also bevoluntarily ~~subject~~de-listed toits ~~certain~~Common ~~federal,~~Shares ~~state~~from ~~and~~the ~~local~~NYSE ~~taxes~~in onApril ~~its~~2022, ~~income~~which ~~and~~eliminated ~~property~~various ~~either~~governance-related ~~directly~~requirements, orincluding atthe requirement that the ~~level~~Company’s Board of ~~its subsidiaries~~Directors be comprised of a majority of independent directors. ~~Any~~ As a result of these ~~taxes~~developments, ~~would~~in ~~decrease~~June ~~cash~~2022, ~~available~~the ~~for~~Board ~~distribution~~of toDirectors eliminated its Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee, terminated the charter of the Audit Committee and eliminated the Company’s ~~shareholders~~Corporate Governance Guidelines.

~~Dividends~~On ~~Paid~~June by30, ~~REITs~~2022, ~~Generally~~the DoCompany ~~Not~~filed ~~Qualify~~a ~~for~~certificate ~~Reduced~~of ~~Tax~~dissolution ~~Rates~~with the Secretary of State of the State of Ohio. Concurrent with that filing, effective July 1, 2022, the Company’s independent directors (namely Gary N. Boston, Henrie W. Koetter and Scott D. Roulston) resigned from the Board of Directors and Conor M. Fennerty was appointed to the Board of Directors and its Audit Committee. The transition to a Board of Directors comprised exclusively of management directors was designed to curtail expenses and to acknowledge the substantial completion of the Company’s original strategy.

InAs ~~general,~~of ~~the~~December ~~maximum~~31, ~~U.S. federal income tax rate for dividends paid to individual U.S. shareholders is 20%. Due to its REIT status~~2022, the ~~Company’s~~members ~~distributions~~of ~~to individual shareholders generally are not eligible for~~ the ~~reduced~~Board ~~rates. However, U.S. shareholders that are individuals, trusts and estates generally may deduct up to 20%~~ of ~~the~~Directors ~~ordinary dividends (e.g., REIT dividends that~~ are ~~not~~Conor ~~designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026~~M. ~~Although~~ ~~this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6%~~Fennerty, ~~assuming~~David ~~the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income~~R. ~~Accordingly,~~ ~~investors~~Lukes ~~who are individuals, trusts~~ and ~~estates~~Christa ~~may~~A. ~~perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends~~Vesy, ~~which could materially~~ and ~~adversely affect~~ the ~~value~~members of the ~~shares~~Audit ofCommittee ~~REITs,~~are ~~including~~Mr. ~~the~~Fennerty ~~per~~and ~~share~~Ms. ~~trading price of the Company’s common shares~~Vesy.

17Mr. Fennerty’s qualifications to serve on the Board include his positions as Executive Vice President of the Company and as Executive Vice President, Chief Financial Officer and Treasurer of the Company’s Manager and his extensive experience gained as an analyst at various funds and asset managers.

~~Certain~~Mr. ~~Foreign~~Lukes’ ~~Shareholders~~qualifications ~~May~~to Beserve ~~Subject~~on the Board include his position as President and Chief Executive Officer of the Company and the Company’s Manager, in addition to Uhis prior experience as Chief Executive Officer of Equity One, Inc.S., ~~Federal~~his ~~Income~~familiarity ~~Tax~~with onthe ~~Gain~~retail ~~Recognized~~REIT onindustry and his extensive expertise and experience in retail real estate development and operations. Furthermore, his position as a ~~Disposition~~member of the Company’s ~~Common~~senior ~~Shares~~management ifmakes him an important contributor to the ~~Company~~Board. Mr. ~~Does~~Lukes ~~Not~~also ~~Qualify~~serves as a ~~“Domestically~~director ~~Controlled”~~of ~~REIT~~Citycon Oyj, an owner and operator of shopping centers located in the Nordic region, the shares of which are traded on the NASDAQ Helsinki.

~~A foreign person disposing of a U~~Ms.S. ~~real~~Vesy’s ~~property~~qualifications ~~interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, is generally subject~~ to ~~U.S.~~serve ~~federal income tax~~ on ~~any gain recognized on~~ the ~~disposition. This~~Board ~~tax~~include ~~does~~her ~~not~~positions ~~apply,~~as ~~however,~~Executive toVice ~~the~~President ~~disposition~~and ofChief ~~stock~~Financial inOfficer a REIT if the REIT is “domestically controlled.” In general, the Company will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of the Company’s ~~stock,~~and ~~less~~Executive ~~than~~Vice ~~50%~~President inand ~~value~~Chief ofAccounting ~~the~~Officer ~~stock was held directly or indirectly by non-U.S. persons. If the Company were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition~~ of the Company’s ~~common~~Manager ~~shares would be subject to U.S. federal income tax unless the common shares were traded on an established securities market~~ and ~~the~~her ~~foreign~~familiarity ~~stockholder~~with ~~did not at any time during a specified testing period directly or indirectly own more than 10% of~~ the ~~outstanding~~retail ~~common~~REIT ~~stock~~industry.

~~General~~Pursuant ~~Risks~~to ~~Relating~~an amendment to ~~Investments~~the Company’s Code of Regulations adopted at the Company’s Annual Meeting of Shareholders held on May 12, 2022, the terms of these directors will expire at the annual meeting of the Company’s shareholders held in 2025 and until their successors are elected and qualified or until their earlier resignation or removal. Biographical information for the Company's ~~Securities~~current directors can be found under the heading “Information About the Company’s Executive Officers” in Part I of this Annual Report on Form 10-K and is incorporated herein by reference.

~~Changes~~The inCompany’s ~~Accounting~~Board ~~Standards~~of ~~Issued~~Directors byhas determined that Ms. Vesy satisfies the ~~Financial~~definition ~~Accounting~~of ~~Standards~~an ~~Board~~audit orcommittee ~~Other~~financial ~~Standard-Setting~~expert ~~Bodies~~set ~~May~~forth ~~Adversely~~in ~~Affect~~Item ~~the~~407(d) ~~Company’s~~of ~~Business~~Regulation S-K. Ms. Vesy is not an independent director.

~~The~~Executive Company’s financial statements are subject to the application of U.S. generally accepted accounting principles (“GAAP”), which are periodically revised and/or expanded. From time to time, the Company is required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the FASB and the Securities and Exchange Commission. It is possible that accounting standards the Company is required to adopt may require changes to the current accounting treatment that it applies to its consolidated financial statements and may require it to make significant changes to its systems. Changes in accounting standards could result in a material adverse impact on the Company’s business, financial condition and results of operations.Officers

The Company ~~May~~has Beno ~~Subject~~employees, tobut ~~Litigation~~the ~~That~~following ~~Could~~individuals ~~Adversely~~(who ~~Affect~~are ~~Its~~employees of the Manager) currently serve as the Company's executive officers: David R. Lukes, as President and Chief Executive Officer; Christa A. Vesy, as Executive Vice President, Chief Financial ~~Condition~~Officer, Chief Accounting Officer and ~~Amounts~~Treasurer ~~Available~~and ~~for~~Conor ~~Distribution~~M. toFennerty, ~~Shareholders~~as Executive Vice President. Additional information about the Company's current executive officers can be found under the heading “Information About the Company’s Executive Officers” in Part I of this Annual Report on Form 10-K and is incorporated herein by reference.

~~The~~Codes ~~Company may be a defendant from time to time in lawsuits and regulatory proceedings relating to its business, including lawsuits relating to the sales~~ of ~~its~~Ethics properties. Due to the inherent uncertainties of litigation and regulatory proceedings, the Company cannot accurately predict the ultimate outcome of any such litigation or proceedings. An unfavorable outcome could adversely affect the Company’s financial condition and the amount available for distribution to shareholders. Any such litigation could also lead to increased volatility of the trading price of the Company’s common shares.

~~Item~~Code ~~1B.~~of ~~UNRESOLVED~~Ethics ~~STAFF~~for ~~COMMENTS~~Senior Financial Officers

~~None~~The Company has a Code of Ethics for Senior Financial Officers that applies to the senior financial officers of the Company, including, among others, the Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer and Treasurer (the “senior financial officers”). Among other matters, this code requires the Company’s senior financial officers to:

~~Item 2. PROPERTIES~~18

AtTable December 31, 2021, the Company owned one retail shopping center, Crossroads Center in Gulfport, Mississippi, which is subject to a ground lease which has an expiration date in November 2033 and one, 25-year renewal option. The remaining property consists of 0.6 million square feet of Company-owned GLA and at December 31, 2021 had total annualized base rent of $6.1 million and average base rent of $13.47 per square foot (calculated as total annualized base rent divided by Company-owned rent commencement GLA as of December 31, 2021) and was 91.2% occupied. Anchor tenants greater than 20,000 square feet were: Academy Sports, Barnes & Noble, Belk, Burke’s Outlet, Cinemark, Michaels, Ross Dress for Less and T.J. Maxx.Contents

•

18act with honesty and integrity and ethically handle all actual or apparent conflicts of interest between personal and professional relationships;

•

~~Tenant~~endeavor ~~Lease~~to ~~Expirations~~provide information that is full, fair, accurate, timely and ~~Renewals~~understandable in all reports and documents that the Company file with, or submit to, the SEC and other public filings or communications the Company makes;

•

~~The~~endeavor ~~following~~to ~~table~~comply ~~shows~~faithfully ~~the~~with ~~impact~~all oflaws, ~~tenant~~rules ~~lease~~and ~~expirations~~regulations ~~through~~of ~~2031~~federal, ~~for~~state ~~Crossroads~~and ~~Center~~local ~~(Gulfport,~~governments ~~Mississippi),~~and ~~assuming~~all ~~that~~applicable ~~none~~private ofor ~~the~~public ~~tenants~~regulatory ~~exercise~~agencies, ~~any~~as ofwell ~~their~~as ~~renewal~~all ~~options~~applicable asprofessional codes of ~~December~~conduct; ~~31, 2021:~~

•

Expiration Year	Approximate GLA in Square Feet (Thousands)		Annualized Base Rent Under Expiring Leases (Thousands)
2022		4	$	102
2023		19		438
2024		221		2,546
2025		179		2,155
2026		37		307
Thereafter		46		588
Vacant		49		—
Total		555	$	6,136

not knowingly or recklessly misrepresent material facts or allow their independent judgment to be compromised;

•

~~The~~not ~~rental~~use ~~payments~~for ~~under~~personal ~~certain~~advantage ofconfidential ~~these~~information ~~leases~~acquired ~~will~~in ~~remain constant until~~ the ~~expiration~~course of their ~~base terms, regardless of inflationary increases. There can be no assurance that any of these leases will be renewed or that any replacement tenants will be obtained if not renewed.~~ employment;

•

~~Item~~proactively 3.promote ~~LEGAL~~ethical ~~PROCEEDINGS~~behavior among peers and subordinates in the workplace and

•

~~The~~promptly ~~Company~~report ~~and~~any ~~its~~violation ~~subsidiaries~~or ~~are~~suspected ~~subject~~violation ~~to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety~~ of ~~legal~~this ~~actions~~code ~~for personal injury or property damage arising~~ in ~~the~~accordance ~~ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted~~ with ~~certainty, management believes that~~ the ~~final~~Company's ~~outcome~~Code of ~~such~~Business ~~legal~~Conduct ~~proceedings~~ and ~~claims~~Ethics ~~will~~and, ~~not~~if ~~have~~appropriate, adirectly ~~material~~to ~~adverse effect on~~ the ~~Company’s~~Audit ~~liquidity, financial position or results of operations~~Committee.

~~Item~~Only 4the Audit Committee or the Company's Board may waive any provision of this code with respect to a senior financial officer. Any ~~MINE~~such ~~SAFETY~~waiver ~~DISCLOSURES~~or any amendment to this code will be promptly disclosed on the Company's website or in a Current Report on Form 8-K, as required by applicable rules or regulations. This code is posted on the Company's website, www.retailvalueinc.com, under “Governance” in the “Investors” section.

~~Not~~Code ~~Applicable.~~of Business Conduct and Ethics

19The Company’s Code of Business Conduct and Ethics addresses its commitment to honesty, integrity and the ethical behavior of its officers and directors and employees of the Manager. This code governs the actions and working relationships of the Company's officers and directors and Manager employees with contractual counterparties, vendors, government and self-regulatory agencies, investors, the public, the media, and anyone else with whom the Company has had or may have contact. Only the Company's Board may waive any provision of this code with respect to an officer or director. Any such waiver or any amendment to this code will be promptly disclosed on the Company's website or in a Current Report on Form 8-K, as required by applicable rules or regulations. The Company’s Corporate Compliance Officer may waive any provision of this code with respect to all other Manager employees. This code is posted on the Company's website, www.retailvalueinc.com, under “Governance” in the “Investors” section.

~~PART~~Reporting IIand Non-Retaliation Policy

~~Item~~The 5Company’s Code of Business Conduct and Ethics includes a reporting and non-retaliation policy. The ~~MARKET~~purpose ~~FOR~~of ~~REGISTRANT~~the policy is to encourage all officers and directors and Manager employees to disclose any alleged wrongdoing that may adversely impact the Company, its shareholders, Manager employees, investors, or the public at large without fear of retaliation. The policy sets forth procedures for the reporting by Manager employees and interested third parties of alleged financial (including auditing, accounting, and internal control matters) and non-financial wrongdoing on a confidential and anonymous basis. Reports concerning alleged wrongdoing may be made directly to the Company'Ss ~~COMMON~~Corporate ~~EQUITY~~Compliance Officer or to NAVEX Global, ~~RELATED~~an ~~STOCKHOLDER~~independent ~~MATTERS~~third-party ~~AND~~service ~~ISSUER~~retained ~~PURCHASES~~on OFthe ~~EQUITY~~Company's ~~SECURITIES~~behalf. An inquiry or investigation is then initiated by the Corporate Compliance Officer.

~~Holders,~~Item ~~Dividends~~11. ~~and~~EXECUTIVE ~~Market Information~~COMPENSATION

~~The~~Management ~~Company’s~~Structure common shares are currently listed on the NYSE under the ticker symbol “RVI.” As of February 11, 2022, there were 2,402 record holders. This total excludes beneficial or non-registered holders that held their shares through various brokerage firms. This figure does not represent the actual number of beneficial owners of the Company’s common shares because common shares are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares. The Company expects to de-list its common shares from the NYSE in connection with the sale of its remaining property.

The Company ~~currently~~is ~~operates~~externally inmanaged aby manner that allows it to qualify as a REIT and generally not be subject to U.S. federal income and excise tax. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its ~~REIT taxable income~~Manager, ~~without~~which ~~regard~~performs to the ~~deduction~~Company’s ~~for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates~~ day-to-day ~~the~~management ~~extent that it annually distributes less than 100% of its REIT taxable income~~functions. In On ~~October~~December 16, 2021, the Company ~~declared~~entered ainto ~~dividend~~the ofNew ~~$22.04~~Management ~~per~~Agreement ~~common~~with ~~share,~~its Manager which ~~was~~became ~~paid~~effective ~~to shareholders~~ on ~~October~~January 281, ~~2021~~2022. In This ~~December~~New ~~2021,~~Management ~~the~~Agreement ~~Company~~effectively ~~declared~~replaced aand ~~dividend~~superseded ofthe ~~$3.27~~original ~~per~~management ~~common~~and ~~share,~~leasing ~~which~~agreements ~~was~~entered ~~paid~~into towith ~~shareholders~~the onManager ~~January~~in ~~18, 2022~~2018. ~~The~~ As ~~Company~~an ~~may~~emerging ~~elect~~growth tocompany ~~surrender~~under ~~its~~the ~~REIT~~Jumpstart ~~status~~Our inBusiness ~~connection~~Startups ~~with~~Act ~~the anticipated wind-up~~ of ~~its~~2012, ~~operations in~~ the ~~event the~~ Company ~~determines~~is ~~that~~not ~~the~~required ~~anticipated~~to ~~benefits~~include toa ~~the~~Compensation ~~Company~~Discussion and ~~its~~Analysis ~~shareholders~~section ofor ~~maintaining~~Compensation ~~REIT~~Committee ~~qualification~~Report doin ~~not~~this ~~exceed~~Annual ~~the~~Report, ~~related~~as ~~compliance~~is ~~costs~~required ~~or if the nature~~ of ~~the~~many ~~Company’s~~other ~~remaining~~public ~~operations makes compliance with REIT requirements impracticable~~companies.

~~Issuer~~Executive ~~Purchases~~Compensation ofDisclosure ~~Equity Securities~~

~~None~~The New Management Agreement provides that the Manager is responsible for managing the Company’s affairs. The Company has no employees, but the following individuals (who are employees of the Manager) currently serve as the Company’s executive officers: David R. Lukes, as President and Chief Executive Officer; Christa A. Vesy, as Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer and Conor M. Fennerty, as Executive Vice President. While the executive officers devote such portion of their business time to the Company's affairs as is required for the performance of the duties of the Manager under the New Management Agreement, none of these executive officers are exclusively (or even substantially) dedicated to

~~Performance Graph~~19

TheTable graph below presents the Company's cumulative total shareholder returns relative to the performance of the Russell 2000 Index and FTSE NAREIT Equity REITs Total Return Index. The graph assumes $100 invested at the closing price of the Company's common stock on the New York Stock Exchange and each index on July 2, 2018 (the first day of RVI trading) and assumes the reinvestment of all dividends. The stock price performance shown on this graph may not be indicative of future price performance. On October 1, 2021, the Company declared a dividend of $22.04 per common share primarily from the disposition of assets. The graph takes into account this distribution to shareholders.Contents

~~Cumulative~~performing ~~Total~~services ~~Shareholder~~for ~~Return~~the ~~Index~~Company. The executive officers do not receive any compensation directly or indirectly from the Company (including out of the amounts the Company pays to the Manager under the New Management Agreement) for their services as the Company's executive officers, and the Company does not determine the compensation payable by the Manager to the Company's executive officers. As a result, the Company has not considered or implemented an executive compensation policy or program for the Company's executive officers. Instead, the Manager, determines the levels of compensation earned by the executive officers for their service to the Manager.

	06/29/18	12/31/18	12/31/19	12/31/20	12/31/21
Retail Value Inc.	$100.00	$81.89	$117.76	$57.03	$111.32
Russell 2000 Index	$100.00	$82.65	$103.75	$124.46	$142.90
FTSE NAREIT Equity REITs Total Return Index	$100.00	$94.75	$121.91	$115.67	$163.44

While the Company pays fees to and reimburses the expenses of the Manager under the New Management Agreement (see Item 13. Certain Relationships and Related Transactions, and Director Independence below for a discussion of these fees and expense payments), the Company understands that the Company's executive officers have not received any compensation from, or been allocated any compensation by, the Manager specifically for their service to the Company as its executive officers. In addition, the Company understands that no portion of the management fees paid by the Company to the Manager are allocated by the Manager to the compensation of the Company's executive officers. As a result, the Company has not included a Summary Compensation Table in this Annual Report. Further, as none of the Company's executive officers holds unvested equity awards with respect to the Company's shares, the Company has also not included an Outstanding Equity Awards at Fiscal Year-End table in this Annual Report.

~~Item~~Retail 6Value Inc. ~~[RESERVED]~~2018 Equity and Incentive Compensation Plan

20The Company has historically maintained the Retail Value Inc. 2018 Equity and Incentive Compensation Plan, which the Company refers to as the Equity Plan. The Equity Plan was administered by the Compensation Committee and allowed the Compensation Committee to provide equity and incentive compensation to Equity Plan participants selected by the Compensation Committee from time to time. No awards were made under the Equity Plan in 2022 and no unvested awards were outstanding under the Equity Plan as of December 31, 2022. On December 21, 2021, as a result of the Company’s progress on the sales of its remaining assets and in anticipation of its winding up and dissolution, the Company filed a post-effective registration statement amendment removing from registration with the SEC all remaining registered but unissued and unsold common shares under the Equity Plan. The Company does not currently anticipate further use of the Equity Plan.

~~Item~~Compensation ~~7. Management’s Discussion and Analysis~~ of ~~Financial~~Directors ~~Condition and Results of Operations~~

~~The~~Director ~~Company~~Compensation ~~was~~Program formed in December 2017 as a wholly-owned subsidiary of SITE Centers. On July 1, 2018, the date of the Company’s spin-off from SITE Centers into a separate publicly traded company, the Company owned 48 properties and had two reportable segments: continental U.S. and Puerto Rico. As a result of the sale of the Company’s remaining Puerto Rico properties in August 2021, the Company no longer reports financial results for the Puerto Rico segment and instead reports the financial results of the Puerto Rico segment as discontinued operations for all periods presented. At December 31, 2021, RVI owned one retail shopping center in Gulfport, Mississippi comprising 0.6 million square feet of Company-owned GLA which was 91.2% occupied. The Company refers to this property, Crossroads Center, as its “remaining property” or its “remaining real estate asset.” The Company’s interest in its remaining property is subject to a ground lease which has an expiration date in November 2033 and one, 25-year renewal option.

~~EXECUTIVE~~Prior ~~SUMMARY~~to their resignations in July 2022, the Company's non-management directors were compensated in the form of an annual cash retainer and periodic equity awards. Non-management directors received an annual cash retainer of $50,000, which was paid quarterly in arrears. Upon election to the Board at the 2021 Annual Meeting of Shareholders, each non-management Director received an award of 5,397 of the Company's common shares, which award was fully vested and had a market value of approximately $100,000 based on the trailing ten-day average closing price of the Company's common shares on May 12, 2021. These equity awards aligned the compensation interests of the Company's non-management directors with the investment interests of the Company's shareholders. Non-management directors did not receive any equity awards in 2022 as a result of the advanced stage of the Company’s disposition program.

~~The~~Prior ~~Company~~to ~~remains~~their ~~focused~~resignations in July 2022, non-management directors were also paid fees for service on ~~realizing~~committees ~~value~~as ~~through~~set forth below and for service as the ~~sale~~Chairman of ~~its~~the ~~remaining~~Board, ~~property~~as ~~and~~applicable. The director who served as the ~~collection~~Chairman of ~~its~~the ~~accounts~~Board ~~receivable,~~received ~~the~~an ~~proceeds~~annual fee of ~~which~~$50,000 ~~are~~in ~~expected~~addition to bethe ~~used~~fees paid to ~~fund~~all anon-management ~~reserve~~directors ~~account~~for ~~from~~service ~~which~~on the ~~Company~~Board. Fees ~~will~~were ~~pay~~paid ~~expenses~~to ~~and~~committee ~~claims~~members, inthe ~~connection~~respective ~~with~~committee ~~the~~chairs ~~winding~~and upthe Chairman of ~~its~~the ~~operations~~Board ~~and~~in ~~make~~quarterly ~~distributions~~installments toin the ~~Company’s~~form ~~common~~of ~~shareholders~~cash. ~~See~~ Each ~~discussion~~director ~~below~~was ~~under~~also ~~“Liquidity,~~reimbursed ~~Capital~~for ~~Resources~~expenses ~~and~~incurred ~~Financing~~in ~~Activities~~attending –meetings ~~Winding~~because upthe Company viewed meeting attendance as integrally and ~~Dissolution~~directly related to the performance of the directors’ duties.”

COVID-19


	Annual Fee
Committee	Chair ($)		Non-Chair Member ($)
Audit Committee		30,000		15,000
Compensation Committee		15,000		7,500
Nominating and Corporate Governance Committee		12,500		6,750
Executive Committee		50,000		25,000

InEach ~~March~~participating ~~2020,~~non-management ~~the~~director ~~World~~was ~~Health~~also ~~Organization~~paid ~~categorized~~a ~~COVID-19~~fee asof ~~a pandemic~~$1,500 ~~and~~for iteach ~~continues~~meeting toof ~~spread throughout~~ the ~~United~~Board ~~States~~that ~~and~~he ~~other~~attended ~~countries~~commencing ~~across~~with the ~~world. Beginning~~ninth inmeeting ~~mid-March~~per ~~2020,~~year ~~federal, state~~ and ~~local~~for ~~governments~~each ~~took~~committee ~~various~~meeting ~~actions~~he toattended ~~limit~~commencing ~~the~~with ~~spread of COVID-19, including ordering~~ the ~~temporary~~seventh ~~closure~~meeting of ~~non-essential businesses (which included many of~~ the ~~Company’s~~Audit ~~tenants)~~Committee, ~~and imposing significant social distancing guidelines and restrictions on~~ the ~~continued~~fifth ~~operations~~meeting of ~~essential~~the ~~businesses~~Nominating and ~~the~~Corporate ~~reopening~~Governance ofCommittee, ~~non-essential businesses. The COVID-19 pandemic had a significant impact on~~ the ~~Company’s~~fifth ~~collection~~meeting of ~~rents during~~ the ~~remainder~~Compensation ofCommittee ~~2020,~~ and the ~~Company~~19th ~~entered~~meeting ~~into rent deferral arrangements (and, in a small number~~ of ~~cases, rent abatements) and other lease modifications with a significant number of tenants. Rent collections improved dramatically during 2021. Results for~~ the ~~year~~Executive ~~ended~~Committee, ~~December~~as 31applicable, ~~2021~~per ~~included $5~~year.1 No ~~million~~such ofmeeting ~~net~~fees ~~revenue~~were ~~primarily related to contractual rents~~ paid ~~from cash basis tenants (including deferred rents), that were contractually due~~ in ~~2020~~2022. These amounts also include reductions in contractual rental payments due from tenants as compared to pre-modification payments related to the impact of lease modifications, with a partial increase in straight-line rent to offset a portion of the impact on net income. At December 31, 2021, the Company had $0.5 million outstanding under deferral arrangements for tenants that are not accounted for on the cash basis.

The pandemic also had a significant impact on transaction markets and the level of the Company’s disposition activity during the remainder of 2020. Although the level and pace of tenant collections and dispositions improved significantly during 2021, the Company’s ability to sell its remaining property and collect rents and collection of all of its other accounts receivable may be negatively impacted by additional surges in COVID-19 contagion, the emergence of new COVID-19 variants which are more infectious or resistant to existing vaccines, decreases in the effectiveness of such vaccines and any implementation of additional restrictions on tenant business as a result thereof. As of February 18, 2022, disruptions caused by the Omicron variant had not had an adverse impact on the Company’s remaining operations. For a further discussion on the impact of the COVID‑19 pandemic on the Company’s business, see “Liquidity, Capital Resources and Financing Activities” and “Disposition Outlook” included in this section and Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K.20

TransactionTable Highlightsof Contents

~~During~~Notwithstanding ~~2021~~the foregoing, the Company’s ~~completed~~directors who are executive officers of the ~~following~~Company ~~transactions:~~or employees of the Manager, including Messrs. Fennerty and Lukes and Ms. Vesy, are not paid any compensation by the Company for their services as the Company's directors.

•2022 ~~Sold~~Director 10Compensation ~~continental U.S. properties for an aggregate sales price of $358.7 million, which included a five-property portfolio transaction in October 2021 for $264.0 million.~~

•In ~~Sold~~accordance with the ~~Company’s~~compensation ~~remaining~~program ~~interests~~described ~~in all 11 Puerto Rico properties for $574.9 million~~above, ~~which~~the ~~included a nine~~non-~~property~~management ~~portfolio~~directors ~~transaction~~received ~~for~~the ~~$550.0~~following ~~million~~compensation infor ~~August~~2022: ~~2021 (all Puerto Rico operating results reflected as “discontinued operations” on a retrospective basis).~~

• Repaid the outstanding balance on its mortgage loan, which resulted in the release of all restricted cash balances to the Company by the loan’s servicer, as well as the termination of the Revolving Credit Agreement.


Name	Fees Earned or Paid in Cash ($)		Total ($)
Gary N. Boston		56,250		56,250
Henrie W. Koetter		28,375		28,375
Scott D. Roulston		90,000		90,000
Barry A. Sholem		37,170		37,170

•Item ~~In October 2021, made a distribution on the Company’s Series A Preferred Shares (the “RVI Preferred Shares”) in the aggregate amount of $190~~12.0 SECURITY ~~million,~~OWNERSHIP ~~and~~OF inCERTAIN ~~December~~BENEFICIAL ~~2021~~OWNERS ~~the~~AND ~~Company~~MANAGEMENT ~~repurchased~~AND ~~all~~RELATED ofSTOCKHOLDER ~~the outstanding RVI Preferred Shares from SITE Centers for an aggregate purchase price of $1.00.~~MATTERS

•The Infollowing ~~October~~table ~~2021,~~sets ~~paid~~forth acertain ~~cash~~information ~~dividend~~regarding the beneficial ownership of ~~$22.04~~the ~~per~~Company's common ~~share~~shares as of February 15, ~~and~~2023, except as otherwise disclosed in ~~January~~the ~~2022~~notes ~~paid~~below, aby ~~cash~~(1) ~~dividend~~each person who is known by the Company to own beneficially more than 5% of $the Company's outstanding common shares based on a review of filings with the SEC, (2) the Company's named executive officers and directors, and (3) the Company's current executive officers and Directors, as a group.27 Except ~~per~~as otherwise described in the following notes, the following beneficial owners have sole voting power and sole investment power with respect to all common ~~share~~shares set forth opposite their respective names.


Name & Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Shares		Percentage Ownership (%)(1)
Katharina Otto-Bernstein(2)		3,349,471	15.9%
Ursa Fund Management LLC(3)		2,168,434	10.3%
Alluvial Capital Management, LLC(4)		1,671,555	7.9%
David R. Lukes	—		*
Conor M. Fennerty		62	*
Christa A. Vesy		492	*
All current executive officers and directors as a group (3 persons)		554	*

~~From~~* ~~its~~Less ~~formation~~than in1% ~~December 2017 through December 31, 2021, the Company sold the following properties (in thousands):~~

(1)

Date Sold	Property Name	City, State	Total Owned GLA		Gross Sales Price
04/17/18	Silver Spring Square	Mechanicsburg, PA		343	$	80,810	(1)
06/27/18	The Walk at Highwoods Preserve	Tampa, FL		138		25,025	(1)
07/06/18	Tequesta Shoppes	Tequesta, FL		110		14,333
07/10/18	Lake Walden Square	Plant City, FL		245		29,000
08/01/18	East Lloyd Commons	Evansville, IN		160		23,000
08/13/18	Grandville Marketplace	Grandville, MI		224		16,700
08/29/18	Brandon Blvd Shoppes	Valrico, FL		86		14,650
09/14/18	Gresham Station	Gresham, OR		342		64,500
10/18/18	Palm Valley Pavilions West	Goodyear, AZ		233		44,800
11/13/18	International Drive Value Center	Orlando, FL		186		26,157
11/20/18	Douglasville Pavilion	Atlanta, GA		266		35,120
12/14/18	Kyle Crossing	Kyle, TX		121		27,600
02/08/19	Millenia Plaza	Orlando, FL		412		56,400
02/27/19	Homestead Pavilion (TD Bank)	Homestead, FL		4		4,091
03/01/19	West Allis Center (Chick-Fil-A)	Milwaukee, WI		5		2,211
03/04/19	Lowe's Home Improvement	Hendersonville, TN		129		16,058
03/26/19	Midway Marketplace	St. Paul, MN		324		31,210
04/05/19	Mariner Square	Spring Hill, FL		194		17,000
05/23/19	Shoppers World of Brookfield	Brookfield, WI		203		19,450
05/31/19	Homestead Pavilion	Homestead, FL		295		62,250
06/13/19	Beaver Creek Crossings	Apex, NC		321		52,750
08/07/19	Harbison Court	Columbia, SC		242		36,500
08/09/19	West Allis Center	West Allis, WI		259		18,100
12/19/19	Marketplace at Towne Centre	Mesquite, TX		180		19,150
01/15/20	Newnan Crossing (Except Lowe's Parcel)	Newnan, GA		92		11,600
02/19/20	Hamilton Commons	Mays Landing, NJ		403		60,000
02/26/20	Tucson Spectrum Shopping Center	Tucson, AZ		717		84,000
06/30/20	Big Oaks Crossing	Tupelo, MS		348		21,000
07/27/20	Newnan Crossing (Lowe's Parcel)	Newnan, GA		130		15,550
09/24/20	Riverdale Village	Coon Rapids, MN		788		70,000
12/21/20	Peach Street Marketplace (Longhorn Steakhouse Parcel)	Erie, PA		5		2,075
12/22/20	Plaza Palma Real	Humacao, PR		448		50,000
04/09/21	Marketplace of Brown Deer	Brown Deer, WI		405		10,250
04/13/21	Noble Town Center	Jenkintown, PA		168		14,000
04/14/21	Plaza Vega Baja	Vega Baja, PR		185		4,500
04/21/21	Uptown Solon	Solon, OH		182		10,100
06/03/21	Señorial Plaza	Rio Piedras, PR		202		20,350
08/27/21	Puerto Rico Portfolio (9 properties)	Puerto Rico		3,538		550,000
10/01/21	Continental U.S. Portfolio (5 properties)	Various		2,623		264,000
12/06/21	Green Ridge Square	Grand Rapids, MI		216		23,250
12/15/21	Willowbrook Plaza	Houston, TX		385		37,100
				15,857	$	1,984,640
	Asset sales (Post Spin-Off)			15,376	$	1,878,805

Percentages calculated based on 21,117,150 of the Company's common shares outstanding on February 15, 2023.

(2)

~~(1)~~According ~~Sold~~to ~~prior~~a toForm 4 filed with the ~~spin-off~~SEC ~~which~~on ~~occurred~~September 22, 2022 and a report on ~~July~~Schedule 113G filed with the SEC on September 30, ~~2018~~2021, Katharina Otto-Bernstein was the beneficial owner of, and had sole voting and sole dispositive power over, 3,349,471 common shares. The address for this reporting person is c/o KG CURA Vermögensverwaltung G.m.b.H. & Co., Saseler Damm 39 a, 22395 Hamburg, Germany.

(3)

~~Manager~~According to a report on Schedule 13G filed with the SEC on July 7, 2022 by Ursa Fund Management LLC (“Ursa Fund Management”), Ursa Fund Partners LP (“Ursa Fund Partners”), Investment Opportunities 14 Segregated Portfolio (“Investment Opportunities” and, together with Ursa Fund Partners, the “Funds”), Andrew Hahn and Russell Douglas. According to the report, Ursa Fund Management is the beneficial owner of, and has shared voting and shared dispositive power over, 2,168,434 common shares; Ursa Fund Partners is the beneficial owner of, and has shared voting and shared dispositive power over, 1,122,610 common shares; Investment Opportunities is the beneficial owner of, and has shared voting and shared dispositive power over, 1,045,824 common shares. Each of Andrew Hahn and Russell Douglas is the beneficial owner of, and has shared voting and shared dispositive power over, 2,168,434 common shares. Mr. Hahn and Mr. Douglas are the managing members of Ursa Fund Management and, as a result, possess the power to vote and dispose or direct the disposition of all the shares beneficially owned by Ursa Fund Management as investment manager to the Funds. The address for each of these reporting persons is 51 Moraga Way, Suite 8, Orinda, CA 94563.

(4)

~~The~~According ~~Company~~to ~~does~~a ~~not~~report ~~have~~on ~~any~~Schedule ~~employees. In~~13G ~~connection~~filed with the ~~Company’s~~SEC ~~separation from SITE Centers~~ on ~~July~~January 14, ~~2018,~~2023 ~~the~~by ~~Company~~Alluvia ~~entered~~Capital ~~into the External~~ Management, ~~Agreement~~LLC, ~~and~~Alluvia ~~Property~~Capital Management, ~~Agreements~~LLC ~~which~~is ~~governed~~ the ~~fees,~~beneficial ~~terms~~owner of, and ~~conditions~~has ~~pursuant~~sole tovoting ~~which~~power ~~SITE~~and ~~Centers~~sole ~~served~~dispositive aspower ~~the Company’s manager until December 31~~over, ~~2021. On December 15~~1, ~~2021~~671,555 ~~the~~common ~~Company~~shares. The ~~and~~address ~~certain~~for ~~subsidiaries~~this ofreporting ~~SITE~~person ~~Centers~~is ~~entered~~816 ~~into~~Thorn ~~the~~Street, ~~New~~Sewickley, ~~Management~~PA ~~Agreement~~15143. ~~which took effect on~~

2221

January 1,Table 2022 and provides for property management and leasing services for the Company’s remaining property and for corporate services in connection with the anticipated wind-up of the Company’s business. Contents

~~Pursuant~~EQUITY toCOMPENSATION ~~the~~PLAN External Management Agreement, prior to January 1, 2022, the Company paid SITE Centers and certain of its subsidiaries a monthly asset management fee in an aggregate amount of 0.5% per annum of the gross asset value of the Company’s properties (determined on the immediately preceding June 30 or December 31 and calculated in accordance with the terms of the External Management Agreement). The External Management Agreement also provided for the reimbursement of certain expenses incurred by SITE Centers in connection with the services it provided to the Company along with the payment of transaction-based fees to SITE Centers in the event of any debt financings or change of control transactions.INFORMATION

~~Pursuant~~The tofollowing ~~the~~table ~~Property~~sets ~~Management~~forth ~~Agreements, prior to January 1, 2022,~~ the ~~Company~~number ~~paid SITE Centers and certain~~ of ~~its~~securities ~~subsidiaries~~issued ~~a monthly property management fee in an aggregate amount of 3.5%~~ and ~~5.5%~~outstanding ofunder ~~the~~existing ~~average~~equity ~~gross~~compensation monthly property revenue collected during the most recent second or fourth quarter. In order to address the impact of the pandemic on the level of effort required to manage the portfolio and property management fees paid in the first half of 2021plans, ~~the~~as ~~Company agreed to pay an affiliate~~ of ~~SITE~~December ~~Centers a supplemental monthly fee during the six-month period ended June 30~~31, 2021. (See Note 11 “Transactions with SITE Centers” of the Company’s consolidated financial statements included herein.) The Property Management Agreements also provided for the payment to SITE Centers of certain leasing commissions and a disposition fee of 1% of the gross sales price of each asset sold by the Company.2022:

Effective January 1, 2022, pursuant to the terms of the New Management Agreement, the Company will pay the Manager an asset management fee for services rendered in connection with corporate management of the Company in an aggregate amount of (i) $500,000 for calendar year 2022, (ii) $300,000 per annum commencing on January 1, 2023 until the end of the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated, and (iii) $100,000 per annum, commencing from the calendar quarter immediately following the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated until the expiry of the scheduled term of the New Management Agreement (which is the fifth anniversary of the date on which the Company files articles of dissolution with the Secretary of State of the State of Ohio) or the earlier termination thereof. In addition, until the consummation of the sale of the Company’s remaining property, Crossroads Center, the Company will pay the Manager a monthly property management fee equal to $22,000 per month. With respect to Crossroads Center, the New Management Agreement also provides for payments to the Manager of: leasing commissions of $4.00 per square foot for the initial lease term and $2.00 per square foot in connection with each negotiated renewal or extension; 1.0% of the gross sale price in connection with any sale; and costs and expenses incurred by the Manager in connection with construction and tenant coordination services. The New Management Agreement also provides that the Company may, in its sole discretion, make an additional incentive payment to the Manager in an amount not to exceed $500,000 upon the completion of the sale of Crossroads Center.


	(a)		(b)		(c)
Plan category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders(1)		—		—		865,840	(2)
Equity compensation plans not approved by security holders		—		—		—
Total		—		—		865,840

~~The~~(1) Includes ~~New Management Agreement also obligates~~ the Company’s to2018 ~~pay or reimburse the Manager for all commercially reasonable third~~Equity-~~party~~Based ~~costs~~Award and expenses incurred in the performance of its duties under the New Management Agreement, including, but not limited to, all fees and expenses paid to outside advisors (including legal and accounting fees), consultants, architects, engineers and other professionals reasonably required for the performance of the Manager’s dutiesPlan.

~~CRITICAL~~(2) All ~~ACCOUNTING~~of ~~ESTIMATES~~these shares may be issued with respect to award vehicles other than just stock options or shares appreciation rights or other rights to acquire shares.

~~The~~Item ~~consolidated financial statements of the Company include the accounts of the Company and all subsidiaries where the Company has financial or operating control~~13. ~~The~~ ~~preparation~~CERTAIN ofRELATIONSHIPS ~~financial~~AND ~~statements~~RELATED in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statementsTRANSACTIONS, ~~management~~AND ~~has~~DIRECTOR used available information, including the Company’s and SITE Centers’ history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the Company’s consolidated financial statements, giving due consideration to materiality. It is possible that the ultimate outcome as anticipated by management in formulating its estimates inherent in these financial statements might not materialize. Application of the critical accounting estimates described below involves the exercise of judgment and the use of assumptions as to future uncertainties. Accordingly, actual results could differ from these estimates. In addition, other companies may use different estimates that may affect the comparability of the Company’s results of operations to those companies in similar businesses. INDEPENDENCE

~~Revenue~~The ~~Recognition~~following is a summary of transactions that occurred or were in effect after January 1, 2022 to which the Company has been a party in which the amount involved exceeded $120,000 and ~~Accounts~~in ~~Receivable~~which any of the Company's executive officers, directors or beneficial holders of more than 5% of the Company's capital stock had or will have a direct or indirect material interest.

~~Rental~~Management ~~income~~Agreements has been reduced for the elimination of unpaid contractual lease payments for tenants that are on the cash basis of accounting due to collectability concerns. When a tenant comes off the cash basis, there could be a reinstatement of the straight-line rent receivable that would result in additional recognition of straight-line income.

23The Company is externally managed by the Manager and the Company's executive officers are employed by (and in the case of Mr. Lukes, serve as a director of) the Manager. On December 16, 2021, in recognition of the sale of substantially all of the Company’s properties and in contemplation of the winding up of the Company's business, the Company entered into the New Management Agreement with the Manager, which became effective on January 1, 2022. This agreement effectively replaced and superseded the original Management Agreement and the management and leasing agreements entered into with the Manager in 2018.

The ~~Company~~New ~~makes~~Management ~~estimates~~Agreement ofwill ~~the~~be ~~collectability~~in ofeffect ~~its~~until ~~accounts~~June ~~receivable related to base rents~~30, ~~including straight-line rentals~~2027, ~~expense~~on ~~reimbursements~~which ~~and~~date ~~other~~the ~~revenue or income. The~~ Company’s ~~analyzes~~existence ~~tenant~~will ~~credit~~terminate ~~worthiness,~~in asaccordance ~~well~~with asOhio ~~both current economic and tenant-specific sector trends when evaluating the probability of collection of accounts receivable~~law. In ~~evaluating tenant credit worthiness~~addition, either the Company’s ~~assessment~~or ~~may~~the ~~include~~Manager amay ~~review~~terminate ofthe ~~payment~~New ~~history,~~Management ~~tenant~~Agreement ~~sales~~prior ~~performance~~to ~~and~~the ~~financial~~expiry ~~position. For~~of ~~larger national tenants,~~ the ~~Company~~term ~~also~~(i) ~~evaluates~~for ~~projected~~convenience ~~liquidity,~~and aswithout ~~well~~penalty asupon ~~the~~90 ~~tenant~~days’s ~~access~~prior notice to ~~capital and~~ the ~~overall~~other ~~health~~party ofor ~~the~~(ii) ~~particular~~without ~~sector. In addition~~penalty, ~~with~~upon ~~respect~~written notice to ~~tenants in bankruptcy,~~ the ~~Company~~other ~~makes~~party ~~estimates~~if of the ~~expected~~other ~~recovery~~party, ofits ~~pre-petition~~agents ~~and~~or ~~post-petition~~its ~~claims~~assignees inbreaches ~~assessing~~any ~~the~~material ~~probability~~provision of ~~collection of~~ the ~~related~~New ~~receivable. The~~Management ~~time~~Agreement toand ~~resolve~~such ~~these~~material ~~claims~~breach ~~may~~continues ~~exceed~~for ~~one year. These estimates have~~ a ~~direct~~period ~~impact~~of onten ~~the~~business ~~Company’s~~days ~~earnings~~after ~~because~~written ~~once~~notice ~~the amount is not considered probable~~ of ~~being collected earnings are reduced by a corresponding amount until~~ the ~~receivable is collected~~breach.

~~Real~~Duties ~~Estate~~of ~~and~~the ~~Long-Lived~~Manager ~~Assets~~

OnPursuant ato ~~periodic basis, management assesses whether there are any indicators that~~ the ~~value~~terms of the ~~Company’s~~New ~~remaining~~Management ~~real~~Agreement ~~estate asset, including construction in progress,~~ and ~~intangibles~~subject ~~may be impaired. Impairment indicators are primarily related~~ to significant decreases in projected cash flows, including estimated fair value or changes in estimated hold periods; however, other impairment indicators could occur. A property’s value is impaired only if management’s estimate of the ~~aggregate~~supervision ~~future cash flows (undiscounted~~ and ~~without~~discretionary ~~interest~~limits ~~charges)~~established ~~to be generated~~ by the property are less than the carrying value of the property. The determination of undiscounted cash flows requires significant estimates by management. In management’s estimate of projected cash flowsBoard, ~~it considers factors such as expected future operating income (loss), trends and prospects,~~ the effects of demand, competition and other factors. As the Company is evaluating the sale of its remaining property, the undiscounted future cash flows analysis is probability-weighted based upon managementManager’s ~~best~~responsibilities ~~estimate of the likelihood of the alternative courses of action. Subsequent changes~~ in ~~estimated~~2022 ~~undiscounted~~included: cash flows arising from changes in anticipated actions could affect the determination of whether an impairment exists and whether the effects could have a material impact on the Company’s net income. To the extent an impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the estimated fair value of the property. The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties. These assessments have a direct impact on the Company’s net income because recording an impairment charge results in an immediate negative adjustment to net income. If the Company’s estimates of the projected future cash flows, anticipated holding periods or market conditions change, its evaluation of the impairment charges may be different, and such differences could be material to the Company’s consolidated financial statements.

•

~~Measurement~~taking all actions deemed necessary and desirable for the leasing, care, protection, security, operation, maintenance and repair of ~~Fair~~the ~~Value—Real~~Company’s ~~Estate~~last real estate investment, Crossroads Center, prior to its sale in April 2022;

•

~~The~~providing ~~Company~~daily ismanagement ~~required~~for ~~to assess~~ the ~~value of its real estate assets. The fair value of real estate investments used in the~~ Company’s impairment calculations is estimated based on the price that would be received from the sale of an asset in an orderly transaction between marketplace participants at the measurement date. The availability of observable transaction data and ~~inputs~~performing ~~can make it more difficult~~ and~~/or~~ ~~subjective~~supervising ~~to determine~~ the ~~fair~~various ~~value~~administrative offunctions ~~such~~necessary ~~assets. As~~for ~~a result,~~ the ~~amount ultimately realized by the~~ Company’s ~~from~~operations; ~~the remaining property to be sold may differ from the fair values presented, and the differences could be material.~~

•

~~The~~marketing ~~valuation of impaired real estate assets is determined using widely accepted valuation techniques, including~~ the income capitalization approach or discounted cash flow analysis on the expected cash flows of each asset considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations, bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company’s ~~utilized~~final ~~a valuation technique which is based on the characteristics of the specific asset when measuring fair value of a~~ real estate investment~~. However,~~ ~~when bona fide purchase offers from third parties are not available, a single valuation is generally used~~ for ~~the~~sale ~~Company’s~~and ~~property~~consummating ~~type.~~its disposition;

•

~~For~~administering the ~~remaining~~winding ~~real~~up ~~estate~~of ~~asset,~~ the ~~significant~~business ~~assumptions~~and ~~include~~affairs ~~the~~of ~~capitalization rate used in~~ the ~~income capitalization valuation~~Company, asincluding ~~well~~causing as the ~~projected~~Company ~~property~~to ~~net~~file ~~operating~~a ~~income. Valuation~~certificate of ~~real~~dissolution ~~estate~~with ~~assets~~the isSecretary ~~calculated~~of ~~based~~State onof ~~market conditions and assumptions made by management at~~ the ~~measurement~~State ~~date,~~of ~~which~~Ohio ~~may~~in ~~differ~~June ~~materially from actual results if market conditions or the underlying assumptions change.~~2022;

~~COMPARISON OF 2021 AND 2020 RESULTS OF OPERATIONS~~22

TheTable discussion of the Company’s 2021 performance compared to 2020 appears below. The discussion of the Company’s 2020 performance compared to 2019 performance is set forth in “Comparison of 2020 and 2019 Results of Operations.” Included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Contents

•

24administering the reserve fund established by the Company with proceeds from its final asset sales for the purpose of satisfying and discharging projected expenses and any unknown or contingent claims, debts or obligations that might arise during the five-year period subsequent to the filing of the certificate of dissolution;

•

~~Revenues~~investigating, ~~from~~selecting ~~Operations~~and, (on behalf of the Company, engaging and supervising such third parties as the Manager deemed necessary in ~~thousands)~~connection with the performance of its obligations and responsibilities;

•

	2021		2020		$ Change
Rental income(A)	$	55,603	$	80,692	$	(25,089	)
Other income		55		45		10
Total revenues(B)	$	55,658	$	80,737	$	(25,079	)

assisting the Board in the formulation and implementation of the Company’s financial policies;

•

~~(A)~~maintaining ~~The~~the ~~following~~Company’s ~~table~~accounting, ~~summarizes~~tax, ~~the~~audit, ~~key~~regulatory ~~components~~and ofother ~~2021~~records ~~rental~~and ~~income~~assisting asthe ~~compared~~Company in filing all reports required to ~~2020~~be ~~(in~~filed ~~thousands):~~by it with any applicable regulatory agency or stock exchange;

•

Contractual Lease Payments	2021		2020			$ Change
Base and percentage rental income(1)	$	37,555	$	63,423		$	(25,868	)
Recoveries from tenants		13,601		22,535			(8,934	)
Uncollectible revenue(2)		3,711		(6,631	)		10,342
Ancillary rental income		589		781			(192	)
Lease termination fees		147		584			(437	)
Total contractual lease payments	$	55,603	$	80,692		$	(25,089	)

performing internal audits of the Company’s financial statements and internal controls over financial reporting;

•

~~(1)~~generating ~~The decrease is a result of property dispositions. The following table presents~~ the ~~statistics for the~~ Company’s ~~continental~~consolidated ~~U.S.~~corporate ~~portfolio~~budget ~~affecting base~~ and ~~percentage~~consolidated ~~rental~~property-level ~~revenues~~budget; ~~reflected as continuing operations for the periods presented:~~

•

	Continental U.S. December 31,
	2021			2020
Centers owned	1			11
Aggregate occupancy rate		91.2	%		88.0	%
Average annualized base rent per occupied square foot	$	13.47		$	33.35

making reports to the Board on the operations of the Company, including reports with respect to potential conflicts of interest involving the Manager or any of its affiliates;

•

~~(2)~~providing ~~Primarily relates to~~ the ~~impact~~Company ofwith ~~the~~all ~~COVID-19~~necessary ~~pandemic on rent collections, including the impact of lease modification accounting and tenants on the~~ cash ~~basis~~management ofservices; accounting due to collectability concerns in 2020. For the year ended December 31, 2021, the net amount reported was income primarily due to rental income paid in 2021 from tenants on the cash basis of accounting, which related to amounts contractually owed in 2020.

•

~~(B)~~performing ~~Continental~~investor ~~U.S.~~relations ~~properties~~and ~~sold~~shareholder ~~prior~~communication tofunctions ~~December~~for ~~31,~~the ~~2021~~Company ~~accounted~~and ~~for~~assisting ~~$25.8~~with ~~million~~logistics related to meetings of the ~~decrease~~Board inand ~~Total Revenues.~~

•

~~Expenses~~rendering ~~from~~such ~~Operations~~other ~~(in~~services ~~thousands)~~as may be reasonably determined by the Board consistent with the terms and conditions of the New Management Agreement.

	2021		2020		$ Change
Operating and maintenance(A)	$	7,286	$	11,460	$	(4,174	)
Real estate taxes(A)		8,966		15,957		(6,991	)
Property and asset management fees		5,906		8,529		(2,623	)
Impairment charges(B)		1,573		54,370		(52,797	)
General and administrative(C)		3,577		3,612		(35	)
Depreciation and amortization(D)		17,217		28,395		(11,178	)
	$	44,525	$	122,323	$	(77,798	)

Management Fees and Expense Reimbursements

~~(A)~~The ~~Change~~following istable ~~due~~sets forth the various fees and expenses paid to the ~~sale~~Manager offor the ~~continental~~year ~~U.S.~~ended ~~properties.~~December 31, 2022 (in thousands):

(B) The Company recorded impairment charges primarily related to shopping centers marketed for sale. These impairments primarily were triggered by indicative bids received, held for sale assets and changes in market assumptions due to the disposition process, as well as changes in projected cash flows. Impairment charges are presented in Note 9, “Impairment Charges,” to the Company’s consolidated financial statements included herein.


	2022
Asset management fees	$	500
Incentive fee		500
Property management fees		88
Disposition fees		385
Leasing commissions		7
Maintenance services and other		7
Legal fees		38
Total	$	1,525

Effective January 1, 2022, pursuant to the terms of the New Management Agreement, the Company will pay the Manager an asset management fee for services rendered in connection with corporate management of the Company in an aggregate amount of (Ci) ~~Primarily~~$500,000 ~~represents~~for ~~legal~~calendar year 2022, ~~audit~~(ii) $300,000 ~~tax~~per annum commencing on January 1, 2023 until the end of the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or ~~compliance~~the Company’s reporting obligations under the Exchange Act are suspended or terminated, and (iii) $100,000 per annum, commencing from the calendar quarter immediately following the calendar quarter in which the Company’s shares are deregistered under the Exchange Act and/or the Company’s reporting obligations under the Exchange Act are suspended or terminated until the expiry of the term of the New Management Agreement or earlier termination thereof. In addition, prior to the sale of the Company’s last property, Crossroads Center, the Company paid the Manager a monthly property management fee equal to $22,000 per month. With respect to Crossroads Center, the New Management Agreement also provided for payments to the Manager of: leasing commissions of $4.00 per square foot for the initial lease term and $2.00 per square foot in connection with each negotiated renewal or extension; 1.0% of the gross sale price in connection with any sale; and costs and expenses incurred by the Manager in connection with construction and tenant coordination services. In April 2022, in accordance with the terms of the New Management Agreement, the Company paid SITE Centers a $385,000 disposition fee for the sale of Crossroads Center and ~~director~~a ~~compensation~~$500,000 incentive payment in recognition of the successful completion of the Company's disposition program (including the sale of Crossroads Center).

~~(D)~~The ~~Continental~~New ~~U.S.~~Management ~~properties~~Agreement ~~sold~~also ~~prior~~obligates the Company to ~~December~~pay ~~31,~~or ~~2021~~reimburse ~~accounted~~the Manager for ~~$10.9~~all ~~million~~commercially reasonable third-party costs and expenses incurred in the performance of its duties under the ~~decrease~~New inManagement ~~Depreciation~~Agreement, ~~Expense~~including, but not limited to, all fees and expenses paid to outside advisors (legal and accounting), consultants, architects, engineers and other professionals reasonably required for the performance of the Manager’s duties.

25Liability and Indemnification

~~Other Income and Expenses (in thousands)~~ 23

	2021			2020			$ Change
Interest expense, net(A)	$	(7,899	)	$	(18,334	)	$	10,435
Debt extinguishment costs(B)		(6,307	)		(5,873	)		(434	)
Gain on disposition of real estate, net(C)		29,596			23,710			5,886
Tax expense		(148	)		(858	)		710
Loss from discontinued operations(D)		(44,074	)		(50,613	)		6,539
	$	(28,832	)	$	(51,968	)	$	23,136

~~(A)~~ The ~~decrease~~Manager inmaintains ~~interest~~a ~~expense~~contractual, ~~primarily~~as ~~was~~opposed ~~due~~ to ~~repayments~~a offiduciary, relationship with the ~~mortgage~~Company. Under ~~loan~~the ~~with~~New ~~asset~~Management ~~sale~~Agreement, ~~proceeds~~the ~~with~~Company is required to indemnify the ~~mortgage~~Manager ~~loan~~and ~~being~~pay ~~fully~~or ~~repaid~~reimburse expenses in ~~August~~advance ~~2021.~~of Atfinal ~~December~~resolution ~~31,~~of ~~2020,~~a ~~the~~proceeding ~~interest~~with ~~rate~~respect to certain of the ~~Company~~Manager’s ~~mortgage~~acts ~~loan~~or ~~was 4~~omissions.1% ~~per annum.~~

~~(B)~~Agreements ~~Debt~~Relating ~~extinguishment costs (primarily related~~ to the ~~non-cash~~Company's ~~write-off~~Separation offrom ~~unamortized deferred financing costs) were incurred in both years in connection with~~ the ~~prepayment~~Manager ~~of the mortgage loan with asset sale proceeds.~~

The Company entered into a Separation and Distribution Agreement, dated as of July 1, 2018 (Cthe “Separation and Distribution Agreement”), ~~Related~~with the Manager, which identified the assets transferred, liabilities assumed and contracts assigned to the ~~sale~~Company ofin ~~ten~~connection ~~properties~~with ~~for~~the Company's separation from the ~~year~~Manager. Except ~~ended~~as ~~December~~expressly 31set forth in the Separation and Distribution Agreement or any other transaction agreements, ~~2021~~all assets were transferred on an “as is, ~~and~~where ~~five~~is” ~~properties~~basis and ~~one~~the ~~outparcel~~Company ~~for~~bears the ~~year~~economic ~~ended~~and ~~December~~legal ~~31,~~risks ~~2020~~associated with the transferred assets.

The Company also entered into a Tax Matters Agreement, dated as of July 1, 2018 (Dthe “Tax Matters Agreement”), ~~Related~~with tothe Manager, which governs the ~~sale~~rights, responsibilities and obligations of the ~~Puerto~~Company ~~Rico~~and ~~segment~~the ~~presented~~Manager infollowing ~~Note~~the ~~10,~~Company's ~~“Discontinued~~separation ~~Operations,”~~from the Manager with respect to various tax matters, including the obligations of the Company’s ~~consolidated~~and ~~financial~~the ~~statements~~Manager ~~included~~to ~~herein.~~maintain ~~Includes~~their ~~impairment~~qualification ~~charges~~as ina ~~2021~~REIT ~~and~~under ~~2020~~the Internal Revenue Code of ~~$81~~1986, as amended (the “Code”).1 The ~~million~~Tax Matters Agreement also provides for the allocation between the Company and ~~$61.2~~the ~~million~~Manager of the Manager’s tax-related assets, ~~respectively~~liabilities and obligations attributable to periods prior to the separation of the Company from the Manager.

~~Net~~Indemnification ~~Loss~~Agreements ~~(in~~with ~~thousands)~~Directors and Executive Officers

	2021				2020				$ Change
Net loss	$	(17,699	)		$	(93,554	)		$	75,855

The Company has entered into indemnification agreements with each of the Company's directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, among other things, the Company will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as the Company's director or officer.

~~The~~Policy ~~decrease~~Regarding inRelated-Party ~~net loss primarily was attributable to lower impairment charges and higher gain on disposition of real estate both related to the asset sales in 2021 compared to 2020.~~ Transactions

~~NON~~The Company's Code of Business Conduct and Ethics also includes a policy regarding the review and approval of related-~~GAAP~~party ~~FINANCIAL~~transactions. A ~~MEASURES~~proposed transaction between the Company and certain parties enumerated in the policy, including individuals affiliated with the Manager, must be submitted to the Company's Corporate Compliance Officer. The relationship of the parties and the terms of the proposed transaction, among other things, are reviewed by the Company's Corporate Compliance Officer to determine if the proposed transaction would constitute a material related-party transaction. All material related-party transactions, whether or not those transactions must be disclosed under federal securities laws, are subject to prior approval by the Board pursuant to the policy.

~~Funds~~Director ~~from~~Independence ~~Operations and Operating Funds from Operations~~

~~Definition~~Although ~~and~~the ~~Basis~~Company is no longer a listed issuer, the Board of ~~Presentation~~Directors utilizes the independence definition in the applicable NYSE listing standards. As of December 31, 2022, the Company’s Board of Directors was comprised exclusively of executive officers of the Company.

~~The~~Item ~~Company believes that Funds from Operations, or FFO, and Operating FFO, both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs~~14. ~~FFO~~ ~~and~~PRINCIPAL ~~Operating~~ACCOUNTANT ~~FFO~~FEES ~~are~~AND ~~frequently~~SERVICES used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.

~~FFO~~Fees ~~excludes~~Paid GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to ~~real~~PricewaterhouseCoopers ~~estate~~LLP and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.

~~FFO~~The isfollowing ~~generally~~table ~~defined~~presents ~~and~~fees ~~calculated~~for byservices ~~the~~rendered ~~Company~~by asPricewaterhouseCoopers ~~net~~LLP ~~income~~for ~~(loss)~~the ~~(computed~~years inended ~~accordance~~December ~~with GAAP)~~31, ~~adjusted~~2022 ~~to exclude (i) gains~~ and ~~losses~~2021: from disposition of real estate property and related investments, which are presented net of taxes, if any, (ii) impairment charges on real estate property and related investments and (iii) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles. The Company’s calculation of FFO is consistent with the definition of FFO provided by NAREIT.

The Company believes that certain charges and income recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges and income to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also


	For the Year Ended December 31,
Type of Fees	2022		2021
Audit Fees(1)	$	163,000	$	601,953
Audit-related fees(2)		—		120,000
Tax fees(3)		299,735		373,960
All other fees(4)		972		972
Total	$	463,707	$	1,096,885

(1)

26Audit fees consisted principally of fees for the audit of the Company's financial statements.

(2)

~~computes~~Audit-related ~~Operating~~fees ~~FFO~~consisted ~~and~~of ~~discusses~~fees itbilled ~~with~~for ~~the~~assurance ~~users~~and ofrelated ~~its~~services ~~financial~~that ~~statements,~~are inreasonably ~~addition~~related to ~~other~~the ~~measures~~performance ~~such~~of asthe ~~net~~audit ~~income~~or ~~(loss)~~review ~~determined~~of ~~in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by~~ the Company's asfinancial ~~FFO~~statements ~~excluding certain charges~~ and ~~gains that management believes~~ are not ~~comparable~~reported ~~and~~under ~~indicative~~“Audit ~~of the results of the Company’s operating real estate portfolio~~Fees. ~~Such~~” In ~~adjustments include gains/losses on the early extinguishment of debt~~2021, ~~net hurricane~~audit-related ~~activity,~~fees ~~transaction~~consisted ~~costs~~solely ~~and~~of ~~other~~fees ~~restructuring~~billed ~~type~~to ~~costs. The~~audit ~~disclosure~~the ofseparate ~~these~~Puerto ~~charges~~Rico ~~and~~entities, ~~income~~as isrequired ~~generally requested~~ by ~~users~~the ofPuerto ~~the~~Rico ~~Company’s~~Department ~~financial~~of ~~statements~~Treasury.

The adjustment for these charges and income may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges and income are non-recurring. These charges and income could be reasonably expected to recur in future results of operations. 24

TheseTable measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset’s performance and (iii) to compare the Company’s performance to that of other publicly traded shopping center REITs. Contents

(3)

~~For~~Tax ~~the~~fees ~~reasons~~consisted ~~described~~of ~~above,~~fees ~~management~~billed ~~believes~~for ~~that~~professional ~~FFO~~services ~~and~~rendered ~~Operating~~for ~~FFO~~tax ~~provide~~compliance ~~the Company~~ and ~~investors~~tax ~~with~~consulting anservices. The ~~important~~fees ~~indicator~~for of the ~~Company’s~~tax ~~operating~~compliance ~~performance. They~~services ~~provide~~were ~~recognized~~$291,120 ~~measures~~and ~~of performance other than GAAP net income~~$348,380 ~~which~~for ~~may~~2022 ~~include non-cash items (often significant). Other real estate companies may calculate FFO~~ and ~~Operating~~2021, ~~FFO in a different manner~~respectively.

(4)

~~The~~All Company’s management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other ~~commitments~~fees ~~and~~consisted ~~uncertainties. The Company’s management does not use FFO or Operating FFO as an indicator~~ of ~~the~~fees ~~Company’s~~billed ~~cash obligations and funding requirements~~ for ~~future~~software ~~commitments~~licensing ~~or redevelopment activities~~fees. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.

~~Reconciliation Presentation~~ 25

FFOTable andof Operating FFO were as follows (in thousands): Contents

	For the Year Ended December 31,
	2021		2020		$ Change
FFO	$	44,067	$	56,157	$	(12,090	)
Operating FFO		52,128		61,828		(9,700	)

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The ~~decrease~~Audit inCommittee ~~FFO~~had ~~primarily~~a ~~was~~policy ~~due~~for to the ~~impact~~pre-approval of ~~property~~audit ~~sales,~~and aspermissible ~~well~~non-audit asservices provided by the ~~related~~Company’s ~~decrease~~independent inregistered ~~interest~~public ~~expense~~accounting ~~due~~firm. These toservices ~~the~~may ~~repayments~~include ofaudit ~~mortgage~~services, ~~debt~~audit-related ~~with~~services, ~~sale~~tax ~~proceeds~~services and other services. The ~~change~~Audit inCommittee ~~Operating~~pre-approves ~~FFO~~specifically ~~primarily~~described ~~was~~audit ~~due~~and permissible non-audit services, and periodically grants general pre-approval of categories of audit and permissible non-audit services up to specified cost thresholds. Any services exceeding pre-approved cost levels must be specifically pre-approved by the ~~same~~Audit ~~factors~~Committee. All ~~impacting~~of ~~FFO~~the services rendered by PricewaterhouseCoopers LLP under the categories “Audit-related fees,” “Tax fees,” and “All other fees” described above were pre-approved by the Audit Committee.

~~The~~Auditor ~~Company’s~~Independence reconciliation of net loss to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges and income adjusted in the calculation of Operating FFO are non-recurring. These charges and income could reasonably be expected to recur in future results of operations.

	For the Year Ended December 31,
	2021			2020
Net loss	$	(17,699	)	$	(93,554	)
Depreciation and amortization of real estate investments		33,675			56,986
Impairment of real estate assets		82,633			115,525
Gain on disposition of real estate		(54,542	)		(22,800	)
FFO		44,067			56,157
Debt extinguishment and other expenses		8,061			5,671
Operating FFO	$	52,128		$	61,828

The Audit Committee believes that the non-audit services provided by PricewaterhouseCoopers LLP are compatible with maintaining PricewaterhouseCoopers LLP’s independence.

2726

LIQUIDITY,Table CAPITALof RESOURCES AND FINANCING ACTIVITIESContents

~~The~~PART Company requires capital to fund its operating expenses and capital expenditures, as well as to establish a reserve fund to satisfy projected expenses and known and unknown claims which might arise during the anticipated winding up and dissolution process. The Company’s capital sources include unrestricted cash on the balance sheet related to retained asset sale proceeds, future cash flow from operations and potential sale proceeds related to Crossroads Center. Although the Company experienced significant improvement in rent collections and transaction market activity during the year ended December 31, 2021, and believes that it has sufficient liquidity and capital resources to operate its business for at least the next twelve months, the timing and amount of proceeds from the sale of its remaining property remains uncertain. At December 31, 2021, the Company had an unrestricted cash balance of $110.5 million. In December 2021, the Board of Directors of the Company declared a cash dividend of $3.27 per common share ($69.1 million in the aggregate), which the Company paid on January 18, 2022. The Company has one long-term ground lease in which it is the lessee (Crossroads Center in Gulfport, Mississippi) with an obligation of approximately $0.2 million in 2022. The Company does not anticipate any material capital projects or development spending during the next 12 months and beyond related to its remaining property. For a further discussion of the Company’s cash requirements in the next 12 months and beyond and the anticipated sources of funds needed to satisfy such cash requirements, see “—Winding Up and Dissolution” below.IV

~~Mortgage~~Item ~~Indebtedness~~15. ~~Repayment~~EXHIBITS ~~and~~AND ~~Credit~~FINANCIAL ~~Agreement~~STATEMENT ~~Termination~~SCHEDULES

In connection with the sale of the Company’s remaining Puerto Rico properties in August 2021, the Company fully repaid the entire outstanding balance of its mortgage loan and the lender released all remaining collateral balances1. Financial Statements

The ~~Company~~following ~~had~~documents aare ~~Credit~~filed ~~Agreement (~~as ~~amended,~~part ~~the “Revolving Credit Agreement”) with PNC Bank, National Association (“PNC”) that provided for borrowings~~ of upthis to $30.0 million and had a scheduled termination date of February 9, 2022. The Company’s obligations under the Revolving Credit Agreement were guaranteed by SITE Centers in favor of PNC. In August 2021, as a result of the repayment of the Company’s mortgage loan, the commitments of the lenders under the Revolving Credit Agreement were terminated in accordance with the terms of the Revolving Credit Agreement. At the time of its termination, there were no amounts outstanding under the Revolving Credit Agreement.report:

~~Series~~Report Aof ~~Preferred~~Independent ~~Stock~~Registered Public Accounting Firm

InConsolidated ~~connection~~Statement with the Company’s separation from SITE Centers in July 2018, the Company issued the RVI Preferred Shares to SITE Centers which were noncumulative and had no mandatory dividend rate. The RVI Preferred Shares ranked, with respect to dividend rights and rights upon liquidation, dissolution or winding up of ~~the~~Net Company, senior in preference and priority to the Company’s common shares and any other class or series of the Company’s capital stock. The RVI Preferred Shares were entitled to a dividend preference for all dividends declared on the Company’s capital stock at any time up to a “preference amount” equal to $190 million in the aggregate, which amount could have increased by up to an additional $10 million if the aggregate gross proceeds from asset sales subsequent to July 1, 2018 exceeded $2.06 billion. In October 2021, the Company made a distribution on the RVI Preferred Shares in the aggregate amount of $190.0 million, and in December 2021 the Company repurchased all of the outstanding RVI Preferred Shares from SITE Centers for an aggregate purchase price of $1.00. As a result, the RVI Preferred Shares are no longer outstanding.Assets

~~Common~~Consolidated ~~Share~~Balance ~~Dividends~~Sheet

OnConsolidated ~~October~~Statement ~~1, 2021, the Company declared a cash dividend~~ of ~~$22.04~~Changes ~~per~~in ~~common~~Net share, which was paid on October 28, 2021, and funded primarily with asset sale proceeds. Additionally, on December 15, 2021, the Company declared a cash dividend of $3.27 per common share, which was paid on January 18, 2022, also funded primarily with asset sale proceeds. Assets

~~Distributions~~Consolidated ofStatements Puerto Rico-sourced net taxable income to Company shareholders are subject to a 10% Puerto Rico withholding tax. In 2018, the Company entered into a closing agreement with the Puerto Rico Department of ~~Treasury~~Operations ~~which provided that the Company will be exempt from Puerto Rico income taxes so long as it qualifies as a REIT in the U.S.~~ and ~~distributes~~Comprehensive atIncome least 90% of its Puerto Rico net taxable income to its shareholders every year. As such, in 2020, the Company’s Board of Directors declared a dividend on its common shares on account of taxable income generated in Puerto Rico, which dividend was paid, subject to a 10% withholding tax, in January 2021. The October and December 2021 common share dividends were on account of transactional activity and not taxable income generated in Puerto Rico and, therefore, those dividends were not subject to the Puerto Rico withholding tax of 10%. (Loss)

~~The~~Consolidated ~~amount~~Statements of ~~the 2021 dividends is expected to exceed the amount of REIT taxable income generated by the Company in 2021. Accordingly, federal income taxes were not incurred by the REIT in 2021.~~Equity

28Consolidated Statements of Cash Flows

~~Dividend~~Notes ~~Distributions~~to Consolidated Financial Statements

~~The Company currently operates in a manner that allows it to qualify as a REIT and generally not be subject to U~~2.S. federal income and excise tax. U.S. federal income tax law generally requires that a REIT distribute annually to holders of its capital stock at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. ~~Any~~Financial ~~distributions~~Statement the Company makes to its shareholders will be at the discretion of the Company’s Board of Directors and will depend upon, among other things, the Company’s actual and anticipated results of operations and liquidity, which will be affected by various factors, including the income from its operations, its operating expenses (including management fees and other obligations owing to SITE Centers), projected expenses and contingencies relating to the Company’s anticipated wind-up, as well as the timing and success of the sale of the Company’s remaining property. The Company may elect to surrender its REIT status in connection with the anticipated wind-up of its operations in the event the Company determines that the anticipated benefits to the Company and its shareholders of maintaining REIT qualification do not exceed the related compliance costs or if the nature of the Company’s remaining operations makes compliance with REIT requirements impracticable.Schedules

~~Winding~~The Upfollowing financial statement schedules are filed herewith as part of this Annual Report on Form 10-K and ~~Dissolution~~should be read in conjunction with the consolidated financial statements of the registrant:

There are many factors that may affect the timing and amount of additional distributions to shareholders, including, among other things, the timing and amount received from the disposition of the Company’s remaining real estate asset, the Company’s ability to collect amounts currently owed to it by third parties and the amount of current cash balances and sale proceeds utilized to establish a reserve fund to satisfy projected expenses and known and unknown claims which might arise during the anticipated winding-up and dissolution process. Schedule

InII ~~the~~— ~~event~~Valuation the Company is able to sell its remaining property, the Company will likely seek to file articles of dissolution with the Secretary of State of the State of Ohio sometime following the sale’s closing. Pursuant to Ohio law, the Company would continue to exist for a period of five years following the filing of the articles of dissolution for the purpose of paying, satisfying and ~~discharging~~Qualifying ~~any~~Accounts ~~unknown or contingent claims or any debts or other obligations, collecting~~ and distributing its assets, and doing all other acts required to liquidate and wind-up its business and affairs. Under Ohio law, if the Company makes distributions to its shareholders without making adequate provisions for payment of creditors’ claims, the Company’s shareholders could be liable to creditors to the extent of any payments due to creditors (up to the aggregate amount previously received by the shareholder from the Company). Therefore, the Company will likely establish a reserve fund with a portion of the proceeds from its final asset sales in order to satisfy and discharge expenses projected to be incurred, and any unknown or contingent claims, debts or obligations which might arise, during the five-year wind-up period subsequent to the filing of the articles of dissolution. It is likely that the Company would not make a final distribution of reserve funds until such expenses and contingent claims are paid, resolved or fail to materialize, which could be several years following the date of its final property sale. It is also possible that the Company may make one or more interim distributions to shareholders from the reserve fund during the five-year dissolution period as specific expenses and contingent claims are satisfied, resolved or fail to materialize.Reserves

~~For~~III ~~example,~~— ~~contracts~~Real ~~governing~~Estate ~~property dispositions typically allow the purchaser to true-up common area maintenance charges with the seller at the end of the year in which the disposition occurred~~ and toAccumulated ~~make~~Depreciation claims for breaches of representations and other provisions under the sale agreement for a period of nine to 12 months following the disposition, subject to a cap, which is typically 2% to 3% of the gross sales price. Potential liability for most representations included in the sale agreements governing the Puerto Rico portfolio and the five-property continental U.S. portfolio expires on May 24, 2022 and June 28, 2022, respectively, and is capped at ~~$15~~April ~~million and $4 million~~30, ~~respectively. As of February 18,~~ 2022, potential liability for breaches of representations included in the sale agreements governing other recent asset sales is approximately $1.9 million in the aggregate. The Company will also need to reserve amounts from sale proceeds to pay, among other items, fees to SITE Centers under the New Management Agreement, professional fees (accountants and law firms), insurance premiums and potential deductibles (including with respect to a tail insurance policy for directors and officers), vendor expenses and costs to resolve and streamline the Company’s subsidiaries and corporate structure. The Company estimates that after all properties are sold, such wind-up costs (excluding the payment of any claims for breaches of representations under sale agreements) could approximate between $7 million and $13 million. See “Risks Related to the Company’s Strategy—The Company Expects to Establish a Reserve Fund with Proceeds of Its Final Asset Sales in Order to Satisfy Claims” included in Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K.

InSchedules ~~addition,~~not ~~the~~listed ~~Company~~above ~~expects~~have tobeen ~~de-list~~omitted ~~its~~because ~~common~~they ~~shares~~are ~~from~~not ~~the~~applicable ~~NYSE~~or inbecause ~~connection with~~ the ~~sale~~information ofrequired ~~its remaining property in an effort~~ to ~~reduce~~be ~~its~~set ~~operating~~forth ~~expenses~~therein ~~and~~is ~~maximize~~included ~~its~~in ~~liquidating distributions. The NYSE also has discretionary authority to de-list~~ the Company’s ~~common~~consolidated ~~shares~~financial onstatements ~~an involuntary basis if the Company sells its remaining property~~ or ~~proceeds~~notes ~~with a plan of dissolution, termination and liquidation~~thereto. In addition, the NYSE may also commence de-listing proceedings against the Company if (i) the average closing price of the Company’s common shares falls below $1.00 per share over a 30-consecutive-day trading period, (ii) the Company’s average market capitalization falls below $15 million over a 30‑consecutive-day trading period or (iii) the Company loses or terminates its REIT qualification. If the common shares are de-listed, shareholders may have difficulty trading their common shares on the secondary market. De-listing would also eliminate the requirement that the Company’s Board of

29Exhibits — The following exhibits are filed as part of, or incorporated by reference into, this report:

Directors be composed of a majority of independent directors. See “Risks Related to the Company’s Common Shares—If an Active Trading Market for the Company’s Common Shares Is Not Sustained Because the Company’s Common Shares Are De-listed from the NYSE or Otherwise, Shareholders’ Ability to Sell Shares When Desired and the Prices Obtained Will Be Adversely Affected” included in Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K.


Form 10-K Exhibit No.	Description	Filed or Furnished Herewith or Incorporated Herein by Reference
2.1	Separation and Distribution Agreement, dated July 1, 2018, by and between DDR Corp. (n/k/a SITE Centers Corp.) and the Company	Current Report on Form 8-K (Filed with the SEC on July 2, 2018; File No. 001-38517)
3.1	Second Amended and Restated Articles of Incorporation of the Company, as amended by Amendment No. 1 to the Second Amended and Restated Articles of Incorporation	Quarterly Report on Form 10-Q (Filed with the SEC on August 3, 2021; File No. 001-38517)
3.2	Amended and Restated Code of Regulations of the Company	Quarterly Report on Form 10-Q (Filed with the SEC on July 29, 2022; File No. 001-38517)
4.1	Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934	Annual Report on Form 10-K (Filed with the SEC on March 2, 2020; File No. 001-38517)
10.1	External Management Agreement, dated December 16, 2021, by and between the Company, DDR Crossroads Center LLC, DDR Property Management LLC and DDR Asset Management LLC	Current Report on Form 8-K (Filed with the SEC on December 20, 2021; File No. 001-38517)
10.2	Tax Matters Agreement, dated July 1, 2018, by and between DDR Corp. (n/k/a SITE Centers Corp.) and the Company	Current Report on Form 8-K (Filed with the SEC on July 2, 2018; File No. 001-38517)
10.3	Waiver Agreement, dated July 1, 2018, by and between Mr. Alexander Otto and the Company	Current Report on Form 8-K (Filed with the SEC on July 2, 2018; File No. 001-38517)
10.4	Retail Value Inc. 2018 Equity and Incentive Compensation Plan*	Registration Statement on Form 10 (Filed with the SEC on June 4, 2018; File No. 001-38517)
10.5	Form of Director and Officer Indemnification Agreement*	Current Report on Form 8-K (Filed with the SEC on July 2, 2018; File No. 001-38517)
21.1	List of Subsidiaries	Submitted electronically herewit

Through any winding up and dissolution, the Company will be required to continue to comply with the applicable reporting requirements of the Exchange Act, even if compliance with these reporting requirements is economically burdensome. In order to curtail expenses, the Company eventually expects to seek relief from the SEC from the reporting requirements under the Exchange Act. If such relief is granted, shareholders will have access to substantially limited public information about the Company. The Company will continue to incur professional fees in connection with such de-listing and deregistration processes, which will also affect the amounts available for distribution to shareholders in connection with the winding up of the Company’s business and affairs.27

DispositionsTable of Contents

In August 2021, the Company sold all of its interests in the limited liability companies that owned all of the Company’s remaining properties located in Puerto Rico (comprising approximately 3.5 million square feet of Company-owned GLA) for a gross sales price of $550.0 million. The sale also included all of the Company’s interests in a consolidated joint venture that owned an undeveloped parcel of land adjacent to Plaza Isabela. Net proceeds received at closing were approximately $539.0 million of which $214.5 million was used to fully repay the outstanding balance of the Company’s mortgage loan. The sale did not include any cash or restricted cash held by or on behalf of the limited liability companies at closing, and the Company retained the right to pursue and collect amounts from tenants relating to pre-closing periods (including amounts relating to pre-closing periods that were deferred and are to be repaid by tenants sometime after the closing date). The gain recorded on the Puerto Rico disposition was $25.2 million.


31.1	Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Submitted electronically herewith
31.2	Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Submitted electronically herewith
32.1	Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002	Submitted electronically herewith
32.2	Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 2002	Submitted electronically herewith
101.INS	Inline XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.	Submitted electronically herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Submitted electronically herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Submitted electronically herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	Submitted electronically herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Submitted electronically herewith
104	The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 has been formatted in Inline XBRL.	Submitted electronically herewith
* Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

InItem October 2021, the Company also sold all of its interests in Great Northern Plazas (North Olmsted, Ohio), Maple Grove Crossing (Maple Grove, Minnesota), Peach Street Marketplace (Erie, Pennsylvania), Seabrook Commons (Seabrook, New Hampshire) and Wrangleboro Consumer Square (Mays Landing, New Jersey) in one transaction for $26416.0 ~~million. The~~FORM ~~Company retained the right to pursue and collect amounts from tenants relating to pre~~10-~~closing~~K periods (including amounts relating to pre-closing periods that were deferred and are to be repaid by tenants sometime after the closing date). Net proceeds received at closing were approximately $245.8 million. The Company continues to pursue leasing activity in order to recover a $1.1 million escrow established at closing by the deadline set forth in the sale agreements. The Company recorded a gain of approximately $9.3 million in connection with the sale of these properties.SUMMARY

~~In addition to the two portfolio transactions discussed above, for the year ended December 31, 2021, the Company sold five continental U~~None.~~S. properties and two Puerto Rico properties, all in separate transactions, aggregating 1.7 million square feet, for an aggregate sales price of $119.6 million.~~

~~Cash Flow Activity~~ 28

TheTable Company’sof cash flow activities are summarized as follows (in thousands): Contents

	For the Year Ended December 31,
	2021			2020
Cash flow provided by operating activities	$	61,741		$	51,658
Cash flow provided by investing activities		892,013			268,935
Cash flow used for financing activities		(1,014,079	)		(331,098	)

Retail Value Inc.

~~Changes~~INDEX inTO ~~cash~~FINANCIAL ~~flow compared to the prior year are described as follows:~~STATEMENTS

Operating Activities: Cash provided by operating activities increased $10.1 million primarily due to the following:


Financial Statements:	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238)	F-2
Consolidated Statement of Net Assets at December 31, 2022 (Liquidation Basis)	F-3
Consolidated Balance Sheet at December 31, 2021 (Going Concern Basis)	F-4
Consolidated Statement of Changes in Net Assets for the period from May 1, 2022 through December 31, 2022 (Liquidation Basis)	F-5
Consolidated Statements of Operations and Comprehensive Income (Loss) for the four months ended April 30, 2022 and the years ended December 31, 2021 and 2020 (Going Concern Basis)	F-6
Consolidated Statements of Equity for the four months Ended April 30, 2022 and for the years ended December 31, 2021 and 2020 (Going Concern Basis)	F-7
Consolidated Statements of Cash Flows for the four months ended April 30, 2022 and the years ended December 31, 2021 and 2020 (Going Concern Basis)	F-8
Notes to Consolidated Financial Statements	F-9

Financial Statement Schedules:
II — Valuation and Qualifying Accounts and Reserves for the period from January 1, 2022 to April 30, 2022 and for the years ended December 31, 2021 and 2020	F-21
III — Real Estate and Accumulated Depreciation for the four months ended April 30, 2022 and for the years ended December 31, 2021 and 2020	F-22

•All ~~Timing~~other ~~and~~schedules ~~increase~~are omitted because they are not applicable or the required information is shown in ~~cash~~the ~~collected~~consolidated ~~from~~financial ~~tenants;~~statements or notes thereto.

~~• Reduction of interest payments and~~F-1

•Table Decreaseof in operating income due to asset sales.Contents

~~Investing~~Report ~~Activities: Cash~~of ~~provided~~Independent byRegistered ~~investing~~Public ~~activities~~Accounting ~~increased~~Firm ~~$623.1 million primarily due to the following:~~

•To ~~Increase~~the inBoard ~~proceeds~~of ~~from~~Directors ~~dispositions~~and Shareholders of ~~real~~Retail ~~estate~~Value ~~of $610~~Inc.9 ~~million and~~

•Opinion ~~Decrease~~on inthe ~~payments~~Financial ~~for real estate improvements of $12.2 million.~~Statements

~~Financing~~We ~~Activities: Cash~~have ~~used~~audited the accompanying consolidated balance sheet of Retail Value Inc. and its subsidiaries (the “Company”) as of December 31, 2021 (going-concern basis), and the related consolidated statements of operations and comprehensive income (loss), of equity and of cash flows for ~~financing~~each ~~activities~~of ~~increased~~the bytwo ~~$683~~years in the period ended December 31, 2021 and for the period from January 1, 2022 to April 30, 2022 (going-concern basis), and audited the consolidated statement of net assets as of December 31, 2022 (liquidation basis), and the related consolidated statement of changes in net assets for the period from May 1, 2022 to December 31, 2022 (liquidation basis), including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated financial statements”).0 ~~million~~In ~~primarily~~our ~~due~~opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021 and for the period from January 1, 2022 to April 30, 2022 (going-concern basis), its net assets as of December 31, 2022 (liquidation basis), and the ~~following:~~changes in its net assets for the period from May 1, 2022 to December 31, 2022 (liquidation basis) in conformity with accounting principles generally accepted in the United States of America applied on the bases described below.

•Basis ~~Increase in debt repayments~~ of ~~$34.1 million;~~Accounting

•As ~~Dividend~~discussed ~~paid~~in Note 1 to the consolidated financial statements, in connection with the sale of the Company’s last property, on ~~redeemable~~April ~~equity~~12, 2022, the Company adopted the liquidation basis of ~~$190~~accounting, in accordance with U.0S. ~~million~~GAAP, ~~and~~effective May 1, 2022, which was the beginning of the fiscal month after the sale date.

•Basis ~~Increase~~for ~~in common dividends paid of $458.8 million.~~Opinion

30These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~CAPITALIZATION~~We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

AtOur ~~December~~audits ~~31,~~included ~~2021,~~performing ~~the~~procedures ~~Company’s~~to ~~capitalization~~assess ~~consisted~~the ofrisks ~~$135.6 million~~ of ~~market~~material ~~equity~~misstatement ~~(market equity is defined as common shares outstanding multiplied by $6.42, the closing price~~ of the ~~Company’s~~consolidated ~~common~~financial ~~shares~~statements, onwhether ~~the~~due ~~NYSE~~to aterror ~~December~~or 31fraud, ~~2021). In~~and ~~October~~performing ~~2021,~~procedures ~~the~~that ~~Board~~respond ofto ~~Directors~~those ofrisks. ~~the~~Such ~~Company~~procedures ~~authorized~~included examining, ~~and~~on ~~the~~a ~~Company~~test ~~made~~basis, aevidence ~~distribution~~regarding on the ~~RVI~~amounts ~~Preferred~~and ~~Shares~~disclosures in the ~~aggregate~~consolidated ~~amount~~financial ~~of $190~~statements.0 ~~million~~Our ~~and~~audits aalso ~~dividend~~included onevaluating the ~~Company’s~~accounting ~~common~~principles ~~shares~~used inand ~~the~~significant ~~aggregate~~estimates ~~amount~~made ofby ~~$465.4~~management, ~~million~~as ~~($22.04~~well ~~per~~as ~~common~~evaluating ~~share). In December 2021,~~ the ~~Board~~overall ofpresentation ~~Directors~~ of the ~~Company~~consolidated ~~declared~~financial ~~a dividend on the Company’s common shares in the aggregate amount of $69~~statements.1 ~~million~~We ~~($3.27~~believe ~~per~~that ~~common~~our ~~share),~~audits ~~which~~provide ~~was~~a ~~paid~~reasonable onbasis ~~January~~for ~~18,~~our ~~2022~~opinion.

~~CONTRACTUAL~~PricewaterhouseCoopers ~~OBLIGATIONS AND OTHER COMMITMENTS~~LLP

~~In August 2021~~Cleveland, the Company repaid the entire balance of its mortgage loan with sale proceeds from the Puerto Rico portfolio transaction. As of February 18, 2022, the Company has one long-term ground lease in which it is the lessee (Crossroads Center in Gulfport, Mississippi) with an expiration date in November 2033. The ground lease includes one, 25-year option to extend the lease term upon its expiration at fair market ground rent (as determined by an independent appraiser at the time of the option’s exercise).Ohio

~~DISPOSITION~~February ~~OUTLOOK~~24, 2023

AsWe ofhave ~~February~~served ~~18,~~as ~~2022,~~ the Company ~~owns one remaining property, Crossroads Center (Gulfport, Mississippi). The Company’~~'s ~~interest~~auditor insince ~~this property is subject to a ground lease with an expiration date in November 2033~~2017. The ground lease includes an option to extend its term to 2058 at fair market value ground rent (as determined by an independent appraiser at the time of the option’s exercise) which is exercisable at the conclusion of the existing lease term. As a result of the limited term remaining on the ground lease, the level of interest in the property, and purchasers’ ability to finance such acquisition, may be extremely limited. In addition, approximately 17.4% of the annualized base rent at Crossroads Center is owed by a movie theater tenant, which may further limit potential investors’ interest in the property. Though the Company is exploring opportunities to sell this property, the Company is unable to predict whether its efforts to sell the property will be successful, the timing of any such sale or the resulting proceeds thereof.

~~Beginning in March 2020, the retail sector was significantly impacted by the COVID~~F-19 pandemic. The resulting guidelines and operating restrictions had a significant impact on tenant operations, rent collections and the level of the Company’s disposition activity during the remainder of 2020. Although the level and pace of tenant collections and dispositions improved significantly during 2021, the Company’s ability to dispose of its remaining property may be negatively impacted by additional surges in COVID‑19 contagion, the emergence of new COVID-19 variants which are more infectious or resistant to existing vaccines, decreases in the effectiveness of such vaccines and any implementation of additional restrictions on tenant businesses as a result thereof. 2

ForTable additional information regarding risks relating to the COVID-19 pandemic and other relevant business uncertainties, see Item 1A. Risk Factors in Part I of this Annual Report on Form 10‑K.Contents

~~FORWARD-LOOKING~~Retail ~~STATEMENTS~~Value Inc.

~~Management’s~~CONSOLIDATED ~~Discussion~~STATEMENT ~~and~~OF ~~Analysis~~NET of Financial Condition and Results of Operations should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report. Historical results and percentage relationships set forth in the Company’s consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The Company considers portions of this information to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions (including any related pro forma financial information) and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, see Item 1A. Risk Factors in Part I of this Annual Report on Form 10-K. The impact of the COVID-19 pandemic may also exacerbate the risks discussed therein and herein, any of which could have a material effect on the Company. ASSETS

31(Liquidation Basis)

~~Factors~~(In ~~that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:~~ thousands)

• The Company may be unable to dispose of its remaining property on favorable terms or at all, especially given the limited term remaining on its ground lease;


	December 31, 2022
Assets
Cash and cash equivalents	$	9,098
Accounts receivable, net		51
Total assets	$	9,149
Liabilities
Liability for estimated wind-up expenses	$	2,951
Accounts payable and other liabilities		378
Total liabilities		3,329
Commitments and contingencies (Note 1)
Net assets in liquidation	$	5,820

• The ~~Company~~accompanying isnotes ~~subject~~are toan ~~general~~integral ~~risks~~part affecting the real estate industry, including the need to enter into new leases or renew leases on favorable terms to generate rental revenues, and any economic downturn may adversely affect the ability of ~~the~~these ~~Company’s~~consolidated ~~tenants,~~financial ~~or new tenants, to enter into new leases or the ability of the Company’s existing tenants to renew their leases at rates at least as favorable as their current rates;~~statements.

• The Company could be adversely affected by changes in the local market where its remaining property is located, as well as by adverse changes in regional or national economic and market conditions;F-3

•Table The Company may fail to anticipate the effects on its remaining property of changes in consumer buying practices, including sales over the internet and the resulting retailing practices and space needs of its tenants, or a general downturn in its tenants’ businesses, which may cause tenants to close stores or default in payment of rent;Contents

•Retail ~~The~~Value ~~Company is subject to competition for tenants from other owners of retail properties, and its tenants are subject to competition from other retailers and methods of distribution~~Inc. The Company is dependent upon the successful operations and financial condition of its tenants, in particular its major tenants. The bankruptcy of major tenants could result in a loss of significant rental income and could give rise to termination or rent abatement by other tenants under the co-tenancy clauses of their leases;

•CONSOLIDATED ~~The~~BALANCE ~~Company relies on major tenants, which makes it vulnerable to changes in the business and financial condition of, or demand for its space by, such tenants;~~SHEET

•(Going-Concern Changes in interest rates could adversely affect the market price of the Company’s common shares, its performance and cash flow and its ability to sell its remaining real estate asset and the sales price applicable thereto;Basis)

•(In ~~The outcome of litigation~~thousands, ~~including~~except ~~litigation~~share ~~with tenants and purchasers of its properties, may adversely affect~~ amounts ~~available for distribution to shareholders;~~)

• Property damage, expenses related thereto, and other business and economic consequences (including the potential loss of revenue) resulting from natural disasters and extreme weather conditions impacting the Company’s remaining property;


	December 31, 2021
Assets
Buildings	$	51,261
Fixtures and tenant improvements		8,260
		59,521
Less: Accumulated depreciation		(36,195	)
Total real estate assets, net		23,326
Cash and cash equivalents		110,470
Restricted cash		1,993
Accounts receivable		3,891
Other assets, net		4,718
	$	144,398
Liabilities and Equity
Accounts payable and other liabilities	$	8,331
Dividends payable		69,053
Total liabilities		77,384
Commitments and contingencies (Note 1)
Retail Value Inc. shareholders' equity
Common shares, with par value, $0.10 stated value; 200,000,000 shares authorized; 21,117,748 shares issued at December 31, 2021		2,112
Additional paid-in capital		740,517
Accumulated distributions in excess of net loss		(675,602	)
Less: Common shares in treasury at cost: 598 shares at December 31, 2021		(13	)
Total equity		67,014
	$	144,398

•The ~~Sufficiency~~accompanying ~~and~~notes ~~timing~~are ofan ~~any~~integral ~~insurance~~part ~~recovery~~of ~~payments~~these ~~related~~consolidated tofinancial ~~damages from extreme weather conditions;~~statements.

~~• The Company and its tenants could be negatively affected by the impacts of pandemics and other public health crises, including the COVID~~F-~~19 pandemic;~~4

•Table Theof Company is subject to potential environmental liabilities;Contents

•Retail ~~The~~Value ~~Company may incur losses that are uninsured or exceed policy coverage due to its liability for certain injuries to persons, property or the environment occurring on its remaining property;~~Inc.

•CONSOLIDATED ~~The~~STATEMENT ~~Company~~OF ~~could~~CHANGES ~~incur~~IN ~~additional~~NET ~~expenses~~ASSETS to comply with or respond to claims under the Americans with Disabilities Act or otherwise be adversely affected by changes in government regulations, including changes in environmental, zoning, tax and other regulations;

•(Liquidation ~~Changes in accounting or other standards may adversely affect the Company’s business;~~Basis)

•(In ~~The Company’s Board of Directors, which regularly reviews the Company’s business strategy and objectives, may change its strategic plan;~~thousands)

• A change in the Company’s relationship with SITE Centers and SITE Centers’ ability to retain qualified personnel and adequately manage the Company;


	Period from May 1, 2022
	through
	December 31, 2022
Net assets in liquidation, beginning of period	$	35,636
Remeasurement of assets and liabilities		1,226
Distributions to common shareholders		(31,042	)
Net assets in liquidation, end of period	$	5,820

•The ~~Potential~~accompanying ~~conflicts~~notes ofare ~~interest~~an ~~with~~integral ~~SITE~~part ~~Centers~~of ~~and~~these ~~the~~consolidated ~~Company’s~~financial ~~ability to replace SITE Centers as manager (and the fees to be paid to any replacement manager) in the event the New Management Agreement is terminated and~~statements.

32F-5

•Table The Company and its vendors, including SITE Centers, could sustain a disruption, failure or breach of their respective networks and systems, including as a result of cyber-attacks, which could disrupt the Company’s business operations, compromise the confidentiality of sensitive information and result in fines and penalties.Contents

~~Item~~Retail ~~7A.~~Value ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Inc.

InCONSOLIDATED ~~2021,~~STATEMENTS ~~the~~OF ~~Company~~OPERATIONS ~~utilized~~AND ~~proceeds~~COMPREHENSIVE ~~from~~INCOME ~~asset~~(LOSS) sales to repay all of its outstanding indebtedness. The Company’s primary market risk exposure was interest rate risk. At December 31, 2020, the Company’s outstanding indebtedness was composed of all variable-rate debt with a carrying value of $344.5 million and fair value of $362.7 million.

~~The~~(Going-Concern remaining proceeds from asset sales are expected to be used for general corporate purposes, including the establishment of a reserve fund to satisfy claims and expenses related to the winding up of the business and distributions to holders of the Company’s common shares. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. As of December 31, 2021, the Company had no other material exposure to market risk.Basis)

~~Item~~(In 8.thousands, ~~FINANCIAL~~except ~~STATEMENTS~~per ~~AND~~share ~~SUPPLEMENTARY~~amounts) ~~DATA~~

The response to this item is included in a separate section at the end of this Annual Report on Form 10-K beginning on page F-1 and is incorporated herein by reference thereto.


	Four Months
	Ended April 30,			For the Year Ended December 31,
	2022			2021			2020
Revenues from operations:
Rental income	$	2,653		$	55,603		$	80,692
Other income		2			55			45
		2,655			55,658			80,737
Rental operation expenses:
Operating and maintenance		384			7,286			11,460
Real estate taxes		48			8,966			15,957
Property and asset management fees		755			5,906			8,529
Impairment charges		—			1,573			54,370
General and administrative		829			3,577			3,612
Depreciation and amortization		675			17,217			28,395
		2,691			44,525			122,323
Other income (expense):
Interest expense, net		—			(7,899	)		(18,334	)
Debt extinguishment costs		—			(6,307	)		(5,873	)
Gain on disposition of real estate, net		16,961			29,596			23,710
		16,961			15,390			(497	)
Income (loss) before tax expense		16,925			26,523			(42,083	)
Tax expense		(49	)		(148	)		(858	)
Income (loss) from continuing operations		16,876			26,375			(42,941	)
Income (loss) from discontinued operations		764			(44,074	)		(50,613	)
Net income (loss)	$	17,640		$	(17,699	)	$	(93,554	)
Comprehensive income (loss)	$	17,640		$	(17,699	)	$	(93,554	)

Basic and diluted earnings per share data:
Income (loss) from continuing operations	$	0.80		$	1.25

Filing Compare · Retail Value Inc.