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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER: 001-31817
 CEDAR SHOPPING CENTERS, INC.
  Maryland
    
    42-1241468(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)44 South Bayles Avenue, Port Washington, NY
(Address of principal executive offices)
    
    11050-3765
(Zip Code)
 Registrants telephone number, including area code: (516) 767-6492
Securities registered pursuant to Section 12(b) of the Act:
 Name of each exchange onTitle of each class
    
    which registeredCommon Stock, $0.06 par value
    
    New York Stock Exchange8-7/8% Series A Cumulative RedeemablePreferred Stock, $25.00 Liquidation Value
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
  o þ
  o þ
  þ o
  þ
  o þ o
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS
 Item No.
    
    
    
    Page No.PART I1and 2.
    
    Business and Properties
    
    
    41A.
    
    Risk Factors
    
    
    101B.
    
    Unresolved Staff Comments
    
    
    173.
    
    Legal Proceedings
    
    
    174.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17PART II5.
    
    Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    216.
    
    Selected Financial Data
    
    
    237.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    257A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    338.
    
    Financial Statements and Supplementary Data
    
    
    359.
    
    Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
    
    
    609A.
    
    Controls and Procedures, including Management Report on Internal
Control Over Financial Reporting
    
    
    609B.
    
    Other Information
    
    
    60PART III10.
    
    Directors, Executive Officers
and Corporate Governance
    
    
    6111.
    
    Executive Compensation
    
    
    6112.
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    6113.
    
    Certain Relationships and Related Transactions,
and Director Independence
    
    
    6114.
    
    Principal Accountant Fees and Services
    
    
    61PART IV15
    
    Exhibits and Financial Statement Schedules
    
    
    62Amendment No.3 to Agreement of Limited Partnership of Cedar Shopping Centers Partnership, L.P.Amendment No.4 to the Cedar Shopping Centers, Inc. Senior Executive Deferred Compensation PlanAmendment No.1 to the 2005 Cedar Shopping Centers, Inc. DeferredAmendment to Employment Agreement - Brenda WalkerAmendment to Employment Agreement - Thomas B. RicheyEmployment Agreement - Nancy MozzachioAmendment to Employment Agreement - Nancy MozzachioCedar Shopping Centers, Inc. Subsidiaries of the RegistrantConsent of Ernst & Young LLPCertification of Leo S. UllmanCertification of Thomas J. O'KeeffeCertification of Leo S. Ullman Pursuant to Section 906Certification of Thomas J. O'Keeffe Pursuant to Section 906
 2




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  3




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Part I.
 
 Items 1 and 2. Business and Properties
 General
     4




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5




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The Companys Properties
  Number of
    
    
    
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Accumulated
    
    Net bookState
    
    properties
    
    GLA
    
    Land
    
    improvements
    
    Total cost
    
    depreciation
    
    valuePennsylvania
    
    
    39
    
    
    
    5,460,000
    
    
    $
    105,300,000
    
    
    $
    528,723,000
    
    
    $
    634,023,000
    
    
    $
    39,354,000
    
    
    $
    594,669,000Massachusetts
    
    
    5
    
    
    
    861,000
    
    
    
    30,264,000
    
    
    
    125,026,000
    
    
    
    155,290,000
    
    
    
    6,584,000
    
    
    
    148,706,000Virginia
    
    
    13
    
    
    
    734,000
    
    
    
    26,863,000
    
    
    
    93,033,000
    
    
    
    119,896,000
    
    
    
    4,403,000
    
    
    
    115,493,000Ohio
    
    
    22
    
    
    
    754,000
    
    
    
    15,898,000
    
    
    
    68,636,000
    
    
    
    84,534,000
    
    
    
    4,189,000
    
    
    
    80,345,000Connecticut
    
    
    4
    
    
    
    685,000
    
    
    
    12,807,000
    
    
    
    70,255,000
    
    
    
    83,062,000
    
    
    
    4,499,000
    
    
    
    78,563,000New Jersey
    
    
    3
    
    
    
    854,000
    
    
    
    10,613,000
    
    
    
    53,595,000
    
    
    
    64,208,000
    
    
    
    2,939,000
    
    
    
    61,269,000Maryland
    
    
    5
    
    
    
    446,000
    
    
    
    6,588,000
    
    
    
    30,810,000
    
    
    
    37,398,000
    
    
    
    1,993,000
    
    
    
    35,405,000Michigan
    
    
    2
    
    
    
    196,000
    
    
    
    2,541,000
    
    
    
    10,549,000
    
    
    
    13,090,000
    
    
    
    501,000
    
    
    
    12,589,000New York
    
    
    4
    
    
    
    71,000
    
    
    
    4,166,000
    
    
    
    8,398,000
    
    
    
    12,564,000
    
    
    
    376,000
    
    
    
    12,188,000Total property
portfolio
    
    
    97
    
    
    
    10,061,000
    
    
    
    215,040,000
    
    
    
    989,025,000
    
    
    
    1,204,065,000
    
    
    
    64,838,000
    
    
    
    1,139,227,000Land held for
development
    
    
    n/a
    
    
    
    n/a
    
    
    
    35,420,000
    
    
    
    2,492,000
    
    
    
    37,912,000
    
    
    
    
    
    
    
    37,912,00097
    
    
    
    10,061,000
    
    
    $
    250,460,000
    
    
    $
    991,517,000
    
    
    $
    1,241,977,000
    
    
    $
    64,838,000
    
    
    $
    1,177,139,000
 6




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Number
    
    
    
    
    
    
    
    
    
    
    
    
    
    Annualized
    
    Percentageof
    
    
    
    
    
    Percentage
    
    Annualized
    
    base rent
    
    annualizedTenant
    
    stores
    
    GLA
    
    of GLA
    
    base rent
    
    per sq ft
    
    base rentsTop ten tenants (a):Giant Foods/Stop & Shop
    
    
    17
    
    
    
    1,036,000
    
    
    
    10.3
    %
    
    $
    13,654,000
    
    
    $
    13.18
    
    
    
    13.9
    %SuperValu/Farm Fresh/Shop n Save/Shaws/Acme
    
    
    12
    
    
    
    713,000
    
    
    
    7.1
    %
    
    
    6,301,000
    
    
    
    8.84
    
    
    
    6.4
    %Discount Drug Mart
    
    
    13
    
    
    
    332,000
    
    
    
    3.3
    %
    
    
    3,072,000
    
    
    
    9.25
    
    
    
    3.1
    %LA Fitness
    
    
    4
    
    
    
    168,000
    
    
    
    1.7
    %
    
    
    2,422,000
    
    
    
    14.42
    
    
    
    2.5
    %CVS/Eckerd
    
    
    15
    
    
    
    161,000
    
    
    
    1.6
    %
    
    
    2,358,000
    
    
    
    14.65
    
    
    
    2.4
    %Staples
    
    
    7
    
    
    
    151,000
    
    
    
    1.5
    %
    
    
    2,063,000
    
    
    
    13.66
    
    
    
    2.1
    %Food Lion/Hannaford
    
    
    7
    
    
    
    248,000
    
    
    
    2.5
    %
    
    
    2,021,000
    
    
    
    8.15
    
    
    
    2.1
    %A&P/Super Fresh
    
    
    2
    
    
    
    116,000
    
    
    
    1.2
    %
    
    
    1,540,000
    
    
    
    13.28
    
    
    
    1.6
    %Boscovs
    
    
    2
    
    
    
    347,000
    
    
    
    3.4
    %
    
    
    1,471,000
    
    
    
    4.24
    
    
    
    1.5
    %Ukrops Super Markets
    
    
    2
    
    
    
    106,000
    
    
    
    1.1
    %
    
    
    1,423,000
    
    
    
    13.42
    
    
    
    1.5
    %Sub-total top ten tenants
    
    
    81
    
    
    
    3,378,000
    
    
    
    33.6
    %
    
    
    36,325,000
    
    
    
    10.75
    
    
    
    37.0
    %Remaining tenants
    
    
    964
    
    
    
    5,933,000
    
    
    
    58.9
    %
    
    
    61,754,000
    
    
    
    10.41
    
    
    
    63.0
    %Sub-total all tenants
    
    
    1,045
    
    
    
    9,311,000
    
    
    
    92.5
    %
    
    
    98,079,000
    
    
    
    10.53
    
    
    
    100.0
    %Vacant space (b)
    
    
    n/a
    
    
    
    750,000
    
    
    
    7.5
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTotal (including vacant space)
    
    
    1,045
    
    
    
    10,061,000
    
    
    
    100.0
    %
    
    $
    98,079,000
    
    
    $
    9.75
    
    
    
    n/a
 
 (a)
    
    Based on annualized base rent.(b)
    
    Includes vacant space at properties presently undergoing development and/or redevelopment activities. PercentageNumber
    
    
    
    
    
    Percentage
    
    Annualized
    
    Annualized
    
    of annualizedYear of lease
    
    of leases
    
    GLA
    
    of GLA
    
    expiring
    
    expiring base
    
    expiringexpiration
    
    expiring
    
    expiring
    
    expiring
    
    base rents
    
    rents per sq ft
    
    base rentsMonth-To-Month
    
    
    63
    
    
    
    143,000
    
    
    
    1.5
    %
    
    $
    1,733,000
    
    
    $
    12.12
    
    
    
    1.8
    %2007
    
    
    150
    
    
    
    435,000
    
    
    
    4.7
    %
    
    
    5,782,000
    
    
    
    13.29
    
    
    
    5.9
    %2008
    
    
    155
    
    
    
    762,000
    
    
    
    8.2
    %
    
    
    8,774,000
    
    
    
    11.51
    
    
    
    8.9
    %2009
    
    
    160
    
    
    
    865,000
    
    
    
    9.3
    %
    
    
    8,624,000
    
    
    
    9.97
    
    
    
    8.8
    %2010
    
    
    124
    
    
    
    1,135,000
    
    
    
    12.2
    %
    
    
    10,557,000
    
    
    
    9.30
    
    
    
    10.8
    %2011
    
    
    108
    
    
    
    733,000
    
    
    
    7.9
    %
    
    
    7,849,000
    
    
    
    10.71
    
    
    
    8.0
    %2012
    
    
    62
    
    
    
    490,000
    
    
    
    5.3
    %
    
    
    4,731,000
    
    
    
    9.66
    
    
    
    4.8
    %2013
    
    
    29
    
    
    
    255,000
    
    
    
    2.7
    %
    
    
    2,494,000
    
    
    
    9.78
    
    
    
    2.5
    %2014
    
    
    30
    
    
    
    535,000
    
    
    
    5.7
    %
    
    
    4,856,000
    
    
    
    9.08
    
    
    
    5.0
    %2015
    
    
    33
    
    
    
    391,000
    
    
    
    4.2
    %
    
    
    4,028,000
    
    
    
    10.30
    
    
    
    4.1
    %2016
    
    
    35
    
    
    
    448,000
    
    
    
    4.8
    %
    
    
    4,385,000
    
    
    
    9.79
    
    
    
    4.5
    %Thereafter
    
    
    96
    
    
    
    3,119,000
    
    
    
    33.5
    %
    
    
    34,266,000
    
    
    
    10.99
    
    
    
    34.9
    %1,045
    
    
    
    9,311,000
    
    
    
    100.0
    %
    
    
    98,079,000
    
    
    
    10.53
    
    
    
    100.0
    %Vacant space (a)
    
    
    n/a
    
    
    
    750,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTotal
portfolio
    
    
    1,045
    
    
    
    10,061,000
    
    
    
    n/a
    
    
    $
    98,079,000
    
    
    $
    9.75
    
    
    
    n/a
 
 (a)
    
    Includes vacant space at properties presently undergoing development and/or redevelopment activities. 7




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Acquisitions/Dispositions in 2006
  Number of
    
    
    
    
    
    
    AcquisitionProperty
    
    properties
    
    
    GLA
    
    
    cost (1)Shore Mall (2)(3)
    
    
    1
    
    
    
    621,000
    
    
    $
    45,048,000Shaws Plaza
    
    
    1
    
    
    
    177,000
    
    
    
    30,678,000Trexlertown Plaza (2)
    
    
    1
    
    
    
    241,000
    
    
    
    29,128,000Oakhurst Plaza
    
    
    1
    
    
    
    111,000
    
    
    
    22,715,0004
    
    
    
    1,150,000
    
    
    
    127,569,000Other operating properties (4)
    
    
    9
    
    
    
    584,000
    
    
    
    80,637,000Total operating properties
    
    
    13
    
    
    
    1,734,000
    
    
    
    208,206,000Land held for development
    
    
    8
    
    
    179.41 acres
    
    
    32,486,000Total properties acquired (5)
    
    
    
    
    
    
    
    
    
    $
    240,692,000
 
 (1)
    
    Amounts include purchase accounting allocations totaling $30,922,000.(2)
    
    Excludes cost of undeveloped land parcels acquired as part of the transactions (separately
included in land held for development).(3)
    
    The Companys Chairman had approximately an 8% limited partnership interest in the selling
entities. In connection with the acquisition, 8




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the independent members of the Companys Board of Directors obtained an appraisal in support of
the purchase price and the consideration given. The Company had previously held an option to
acquire the property, and had, together with its predecessor companies, been providing property
management, leasing, construction management and legal services to the property since 1986.(4)
    
    These nine properties, acquired individually and not as part of a portfolio, had acquisition
costs of less than $20.0 million each. The amount includes $11,814,000 of purchase accounting
allocations applicable to properties acquired during 2005.(5)
    
    In addition , the Company has a 49% interest in an unconsolidated joint venture, which owns
a single-tenant office property located in Philadelphia, PA.  Competition
  Environmental Matters
   9




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Employees
  
 Item 1A. Risk Factors
 Our performance and value are subject to risks associated with real estate assets and with the real
estate industry.
  1.
    
    local oversupply, increased competition or declining demand for real estate;2.
    
    inability to collect rent or other charges from tenants;3.
    
    vacancies or an inability to rent space on favorable terms;4.
    
    inability to finance property development, tenant improvements and acquisitions on
favorable terms;5.
    
    increased operating costs, including real estate taxes, insurance premiums, utilities,
repairs and maintenance;6.
    
    increases in interest rates;7.
    
    increased costs of complying with current, new or expanded governmental regulations;8.
    
    the relative illiquidity of real estate investments;9.
    
    changing market demographics; and10.
    
    changing traffic patterns.
  We have recently experienced and expect to continue to experience substantial growth and may not be
able to integrate additional properties effectively into our operations or otherwise manage our
growth, which in turn may adversely affect our operating results.
  10




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Our substantial indebtedness may impede our operating performance and put us at a competitive
disadvantage.
   We may not be successful in identifying suitable acquisitions that meet our criteria, which may
impede our growth; if we do identify suitable acquisition targets, we may not be able to consummate
such transactions on terms favorable to us.
  11




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As substantially all of our revenues are derived from rental income, failure of tenants to pay rent
or delays in arranging leases and occupancy at our properties, particularly with respect to anchor
tenants, could seriously harm our operating results and financial condition.
     12




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Adverse market conditions and competition may impede our ability to renew leases or re-let space as
leases expire, which could harm our business and operating results.
  Our current and future joint venture investments could be adversely affected by the lack of sole
decision-making authority, reliance on joint venture partners financial condition, and any
disputes that may arise between us and our joint venture partners.
  The financial covenants in our loan agreements may restrict our operating or acquisition
activities, which may harm our financial condition and operating results.
  13




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Our properties consist primarily of community shopping and convenience centers. Our performance
therefore is linked to economic conditions in the market for retail space generally.
  Substantially all of our properties are located in the Northeast and Mid-Atlantic regions, which
exposes us to greater economic risks than if our properties were owned in several geographic
regions.
   Development and redevelopment activities may be delayed or otherwise may not achieve expected
results.
  Our success depends on key personnel whose continued service is not guaranteed.
  14




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Potential losses may not be covered by insurance.
  If we fail to continue as a REIT, our distributions will not be deductible, and our income will be
subject to taxation, thereby reducing earnings available for distribution.
    We could incur significant costs related to government regulation and litigation over environmental
matters and various other federal, state and local regulatory requirements.
  15




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Our charter and Maryland law contain provisions that may delay, defer or prevent a change of
control transaction and depress our stock price.
    16




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1.
    
    business combination provisions that, subject to limitations, prohibit certain
business combinations between us and an interested stockholder (defined generally as any
person or an affiliate thereof who beneficially owns 10% or more of the voting power of our
            shares) for five years after the most recent date on which the stockholder becomes an
interested stockholder, and thereafter imposes special appraisal rights and special
stockholder voting requirements on these combinations; and2.
    
    control share provisions that provide that our control shares (defined as shares
that, when aggregated with other shares controlled by the stockholder, entitle the
stockholder to exercise one of three increasing ranges of voting power in electing
directors) acquired in a control share acquisition (defined as the direct or indirect
acquisition of ownership or control of control shares) have no voting rights except to the
extent approved by our shareholders by the affirmative vote of at least two-thirds of all
the votes entitled to be cast on the matter, excluding all interested shares.
  Future terrorist attacks could harm the demand for, and the value of, our properties.
  
 Item 1B. Unresolved Staff Comments:
 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders:
 Directors and Executive Officers of the Company
 17
    Table of Contents   Name
    
    Age
    
    PositionLeo S. Ullman
    
    
    67
    
    
    Chairman of the Board of Directors, Chief Executive Officerand PresidentBrenda J. Walker
    
    
    54
    
    
    Director and Vice PresidentJames J. Burns
    
    
    67
    
    
    DirectorRichard Homburg
    
    
    57
    
    
    DirectorPaul G. Kirk, Jr.
    
    
    69
    
    
    DirectorEverett B. Miller, III
    
    
    61
    
    
    DirectorRoger M. Widmann
    
    
    67
    
    
    DirectorNancy H. Mozzachio
    
    
    42
    
    
    Vice President  LeasingThomas J. OKeeffe
    
    
    62
    
    
    Chief Financial OfficerThomas B. Richey
    
    
    51
    
    
    Vice President  Development and Construction ServicesStuart H. Widowski
    
    
    46
    
    
    Secretary and General Counsel
 Leo S. Ullman
 Brenda J. Walker
 James J. Burns
 Richard Homburg
 18




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Paul G. Kirk, Jr.
 Everett B. Miller, III
 Roger M. Widmann,
 19




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Nancy H. Mozzachio
 Thomas J. OKeeffe
 Thomas B. Richey
 Stuart H. Widowski
 20




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Part II.
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Dividend Information
  Market Information
  Market price range
    
    DividendsQuarter ended
    
    High
    
    Low
    
    Close
    
    paid2006March 31
    
    $
    16.31
    
    
    $
    13.96
    
    
    $
    15.84
    
    
    $
    0.225June 30
    
    
    15.80
    
    
    
    14.01
    
    
    
    14.72
    
    
    
    0.225September 30
    
    
    16.25
    
    
    
    14.22
    
    
    
    16.17
    
    
    
    0.225December 31
    
    
    18.42
    
    
    
    15.75
    
    
    
    15.91
    
    
    
    0.2252005March 31
    
    $
    15.05
    
    
    $
    13.42
    
    
    $
    14.24
    
    
    $
    0.225June 30
    
    
    15.21
    
    
    
    13.47
    
    
    
    14.75
    
    
    
    0.225September 30
    
    
    17.39
    
    
    
    13.17
    
    
    
    14.47
    
    
    
    0.225December 31
    
    
    14.65
    
    
    
    13.44
    
    
    
    14.07
    
    
    
    0.225
 Stockholder Return Performance Presentation
   21




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Cedar Shopping Centers
 
 As Of
    
    
    Year EndingIndex
    
    
    01/01/02
    
    
    12/31/02
    
    
    12/31/03
    
    
    12/31/04
    
    
    12/30/05
    
    
    12/31/06Cedar Shopping Centers
    
    
    
    100.00
    
    
    
    
    94.12
    
    
    
    
    97.41
    
    
    
    
    119.71
    
    
    
    
    125.51
    
    
    
    
    150.62Russell 2000
    
    
    
    100.00
    
    
    
    
    79.52
    
    
    
    
    117.09
    
    
    
    
    138.55
    
    
    
    
    144.86
    
    
    
    
    171.47NAREIT All Equity REIT
    
    
    
    100.00
    
    
    
    
    103.82
    
    
    
    
    142.37
    
    
    
    
    187.33
    
    
    
    
    210.12
    
    
    
    
    283.78
 22




---



##### Table of Contents



Item 6. Selected Financial Data
 Years ended December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002Operations data:Total revenues
    
    $
    126,492,000
    
    
    $
    78,941,000
    
    
    $
    51,078,000
    
    
    $
    26,667,000
    
    
    $
    12,964,000Expenses:Property operating expenses
    
    
    35,220,000
    
    
    
    22,263,000
    
    
    
    15,623,000
    
    
    
    10,051,000
    
    
    
    4,685,000General and administrative
    
    
    6,086,000
    
    
    
    5,132,000
    
    
    
    3,575,000
    
    
    
    3,161,000
    
    
    
    1,160,000Depreciation and amortization
    
    
    34,883,000
    
    
    
    20,606,000
    
    
    
    11,376,000
    
    
    
    4,139,000
    
    
    
    1,721,000Total expenses
    
    
    76,189,000
    
    
    
    48,001,000
    
    
    
    30,574,000
    
    
    
    17,351,000
    
    
    
    7,566,000Operating income
    
    
    50,303,000
    
    
    
    30,940,000
    
    
    
    20,504,000
    
    
    
    9,316,000
    
    
    
    5,398,000Non-operating income and expense:Interest expense
    
    
    (32,777,000
    )
    
    
    (15,178,000
    )
    
    
    (10,239,000
    )
    
    
    (9,412,000
    )
    
    
    (5,523,000
    )Amortization of deferred financing costs
    
    
    (1,448,000
    )
    
    
    (1,071,000
    )
    
    
    (1,025,000
    )
    
    
    (1,057,000
    )
    
    
    (825,000
    )Interest income
    
    
    641,000
    
    
    
    91,000
    
    
    
    66,000
    
    
    
    12,000
    
    
    
    25,000Equity in income of unconsolidated joint ventures
    
    
    70,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain on sale of interest in unconsolidated
joint venture
    
    
    141,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Costs incurred in acquiring external advisor and
related transactions, and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,788,000
    )
    
    
    (487,000
    )Total non-operating income and expense
    
    
    (33,373,000
    )
    
    
    (16,158,000
    )
    
    
    (11,198,000
    )
    
    
    (31,245,000
    )
    
    
    (6,810,000
    )Income (loss) before minority and limited partners
interests and loss applicable to property sales
    
    
    16,930,000
    
    
    
    14,782,000
    
    
    
    9,306,000
    
    
    
    (21,929,000
    )
    
    
    (1,412,000
    )Minority interests in consolidated joint ventures
    
    
    (1,202,000
    )
    
    
    (1,270,000
    )
    
    
    (1,229,000
    )
    
    
    (983,000
    )
    
    
    (159,000
    )Limited partners interest in Operating Partnership
    
    
    (393,000
    )
    
    
    (299,000
    )
    
    
    (157,000
    )
    
    
    1,815,000
    
    
    
    1,152,000Loss applicable to property sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49,000
    )Net income (loss)
    
    
    15,335,000
    
    
    
    13,213,000
    
    
    
    7,920,000
    
    
    
    (21,097,000
    )
    
    
    (468,000
    )Preferred distribution requirements
    
    
    (7,877,000
    )
    
    
    (7,186,000
    )
    
    
    (2,218,000
    )
    
    
    (254,000
    )
    
    
    Net income (loss) applicable to common shareholders
    
    $
    7,458,000
    
    
    $
    6,027,000
    
    
    $
    5,702,000
    
    
    $
    (21,351,000
    )
    
    $
    (468,000
    )Per common share:Basic
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    (7.09
    )
    
    $
    (2.03
    )Diluted
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    (7.09
    )
    
    $
    (2.03
    )Dividends to common shareholders
    
    $
    29,333,000
    
    
    $
    20,844,000
    
    
    $
    13,750,000
    
    
    $
    
    
    
    $
    Per common share
    
    $
    0.90
    
    
    $
    0.90
    
    
    $
    0.835
    
    
    $
    
    
    
    $
    Weighted average number of common shares
outstanding:Basic
    
    
    32,926,000
    
    
    
    23,988,000
    
    
    
    16,681,000
    
    
    
    3,010,000
    
    
    
    231,000Diluted
    
    
    33,055,000
    
    
    
    24,031,000
    
    
    
    16,684,000
    
    
    
    3,010,000
    
    
    
    231,000
 23




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##### Table of Contents



Item 6. Selected Financial Data (continued)
 December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002Balance sheet data:Land, buildings and improvements,
less accumulated depreciation
    
    $
    1,177,139,000
    
    
    $
    946,457,000
    
    
    $
    505,325,000
    
    
    $
    324,531,000
    
    
    $
    121,238,000Other assets
    
    
    74,580,000
    
    
    
    49,799,000
    
    
    
    31,835,000
    
    
    
    25,116,000
    
    
    
    11,900,000Total assets
    
    $
    1,251,719,000
    
    
    $
    996,256,000
    
    
    $
    537,160,000
    
    
    $
    349,647,000
    
    
    $
    133,138,000Mortgages and other loans payable
    
    $
    568,073,000
    
    
    $
    527,791,000
    
    
    $
    248,630,000
    
    
    $
    162,458,000
    
    
    $
    101,001,000Other liabilities
    
    
    70,595,000
    
    
    
    44,405,000
    
    
    
    34,239,000
    
    
    
    19,571,000
    
    
    
    7,765,000Minority interests in consolidated joint ventures
    
    
    9,132,000
    
    
    
    12,339,000
    
    
    
    11,995,000
    
    
    
    12,435,000
    
    
    
    10,238,000Limited partners interest in
Operating Partnership
    
    
    25,969,000
    
    
    
    20,586,000
    
    
    
    6,542,000
    
    
    
    4,035,000
    
    
    
    7,889,000Preferred OP Units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,000,000Shareholders equity
    
    
    577,950,000
    
    
    
    391,135,000
    
    
    
    235,754,000
    
    
    
    151,148,000
    
    
    
    3,245,000Total liabilities and shareholders equity
    
    $
    1,251,719,000
    
    
    $
    996,256,000
    
    
    $
    537,160,000
    
    
    $
    349,647,000
    
    
    $
    133,138,000Weighted average number of common shares:Shares used in determination of basic earnings per
share
    
    
    32,926,000
    
    
    
    23,988,000
    
    
    
    16,681,000
    
    
    
    3,010,000
    
    
    
    231,000Additional shares assuming conversion of OP Units
(basic)
    
    
    1,737,000
    
    
    
    1,202,000
    
    
    
    450,000
    
    
    
    547,000
    
    
    
    568,000Shares used in determination of basic FFO per share
    
    
    34,663,000
    
    
    
    25,190,000
    
    
    
    17,131,000
    
    
    
    3,557,000
    
    
    
    799,000Shares used in determination of diluted earnings
per share
    
    
    33,055,000
    
    
    
    24,031,000
    
    
    
    16,684,000
    
    
    
    3,010,000
    
    
    
    231,000Additional shares assuming conversion of OP Units
(diluted)
    
    
    1,747,000
    
    
    
    1,206,000
    
    
    
    450,000
    
    
    
    547,000
    
    
    
    568,000Shares used in determination of diluted FFO per
share
    
    
    34,802,000
    
    
    
    25,237,000
    
    
    
    17,134,000
    
    
    
    3,557,000
    
    
    
    799,000Other data:Funds From (Used In) Operations (FFO) (a)
    
    $
    41,954,000
    
    
    $
    25,923,000
    
    
    $
    15,625,000
    
    
    $
    (20,588,000
    )
    
    $
    (451,000
    )Per common share (assuming conversion of OP Units):Basic
    
    $
    1.21
    
    
    $
    1.03
    
    
    $
    0.91
    
    
    $
    (5.79
    )
    
    $
    (0.56
    )Diluted
    
    $
    1.21
    
    
    $
    1.03
    
    
    $
    0.91
    
    
    $
    (5.79
    )
    
    $
    (0.56
    )Cash flows provided by (used in):Operating activities
    
    $
    37,927,000
    
    
    $
    29,935,000
    
    
    $
    18,507,000
    
    
    $
    (4,856,000
    )
    
    $
    1,298,000Investing activities
    
    $
    (187,746,000
    )
    
    $
    (327,826,000
    )
    
    $
    (168,273,000
    )
    
    $
    (199,904,000
    )
    
    $
    (40,483,000
    )Financing activities
    
    $
    159,103,000
    
    
    $
    298,035,000
    
    
    $
    152,069,000
    
    
    $
    207,087,000
    
    
    $
    40,767,000Square feet of GLA
    
    
    10,061,000
    
    
    
    8,442,000
    
    
    
    4,887,000
    
    
    
    3,499,000
    
    
    
    1,806,000Percent leased (including development/
redevelopment and other non-stabilized
properties)
    
    
    93
    %
    
    
    91
    %
    
    
    88
    %
    
    
    88
    %
    
    
    92
    %
 
  24




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Executive Summary
     25




---



##### Table of Contents



Summary of Critical Accounting Policies
   Revenue Recognition
   Real Estate Investments
  26




---



##### Table of Contents



Stock-Based Compensation
  27




---



##### Table of Contents



Results of Operations
 Acquisitions
 Comparison of 2006 to 2005
 PropertiesPercentage
    
    
    
    
    
    held in2006
    
    2005
    
    Increase
    
    change
    
    Acquisitions
    
    both yearsRents and expense
recoveries
    
    $
    125,659,000
    
    
    $
    78,512,000
    
    
    $
    47,147,000
    
    
    
    60
    %
    
    $
    43,215,000
    
    
    $
    3,932,000Property operating
expenses
    
    
    35,220,000
    
    
    
    22,263,000
    
    
    
    12,957,000
    
    
    
    58
    %
    
    
    11,862,000
    
    
    
    1,095,000Depreciation and
amortization
    
    
    34,883,000
    
    
    
    20,606,000
    
    
    
    14,277,000
    
    
    
    69
    %
    
    
    12,814,000
    
    
    
    1,463,000General and
administrative
    
    
    6,086,000
    
    
    
    5,132,000
    
    
    
    954,000
    
    
    
    19
    %
    
    
    n/a
    
    
    
    n/aNon-operating
income and
expense, net (1)
    
    
    33,373,000
    
    
    
    16,158,000
    
    
    
    17,215,000
    
    
    
    107
    %
    
    
    n/a
    
    
    
    n/a
 
 (1)
    
    Non-operating income and expense consists principally of interest expense, amortization of
deferred financing costs, equity in income of unconsolidated joint ventures, and gain on sale of
interest in an unconsolidated joint venture. Properties held in both years
 28




---



##### Table of Contents



General and administrative expenses.
 Non-operating income and expense.
 Comparison of 2005 to 2004
 PropertiesPercentage
    
    
    
    
    
    held in2005
    
    2004
    
    Increase
    
    change
    
    Acquisitions
    
    both yearsRents and expense recoveries
    
    $
    78,512,000
    
    
    $
    50,675,000
    
    
    $
    27,837,000
    
    
    
    55
    %
    
    $
    26,877,000
    
    
    $
    960,000Property operating expenses
    
    
    22,263,000
    
    
    
    15,623,000
    
    
    
    6,640,000
    
    
    
    43
    %
    
    
    7,172,000
    
    
    
    (532,000
    )Depreciation and amortization
    
    
    20,606,000
    
    
    
    11,376,000
    
    
    
    9,230,000
    
    
    
    81
    %
    
    
    8,483,000
    
    
    
    747,000General and administrative
    
    
    5,132,000
    
    
    
    3,575,000
    
    
    
    1,557,000
    
    
    
    44
    %
    
    
    n/a
    
    
    
    n/aNon-operating income and
expense, net (1)
    
    
    16,158,000
    
    
    
    11,198,000
    
    
    
    4,960,000
    
    
    
    44
    %
    
    
    n/a
    
    
    
    n/a
 
 (1)
    
    Non-operating income and expense consists principally of interest expense and amortization of
deferred financing costs. Properties held in both years
 General and administrative expenses.
 Non-operating income and expense.
 Liquidity and Capital Resources
   29




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Contractual obligations and commercial commitments
  30




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##### Table of Contents



Maturity Date2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    Thereafter
    
    TotalMortgage loans payable
    
    $
    18,244
    
    
    $
    67,243
    
    
    $
    7,620
    
    
    $
    14,546
    
    
    $
    62,183
    
    
    $
    329,767
    
    
    $
    499,603Secured revolving credit facility
    
    
    
    
    
    
    
    
    
    
    68,470
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,470Operating lease obligations
    
    
    427
    
    
    
    441
    
    
    
    448
    
    
    
    252
    
    
    
    218
    
    
    
    8,467
    
    
    
    10,253Total
    
    $
    18,671
    
    
    $
    67,684
    
    
    $
    76,538
    
    
    $
    14,798
    
    
    $
    62,401
    
    
    $
    338,234
    
    
    $
    578,326
  Net Cash Flows
 Operating Activities
  Investing Activities
  Financing Activities
  31




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##### Table of Contents



Funds From Operations
    32




---



##### Table of Contents



2006
    
    2005
    
    2004Net income applicable to common shareholders
    
    $
    7,458,000
    
    
    $
    6,027,000
    
    
    $
    5,702,000Add (deduct):Real estate depreciation and amortization
    
    
    34,741,000
    
    
    
    20,537,000
    
    
    
    10,622,000Limited partners interest
    
    
    393,000
    
    
    
    299,000
    
    
    
    157,000Minority interests in consolidated joint ventures
    
    
    1,202,000
    
    
    
    1,270,000
    
    
    
    1,229,000Minority interests share of FFO applicable to
consolidated joint ventures
    
    
    (1,746,000
    )
    
    
    (2,210,000
    )
    
    
    (2,085,000
    )Equity in income of unconsolidated joint ventures
    
    
    (70,000
    )
    
    
    
    
    
    
    Gain on sale of interest in unconsolidated joint venture
    
    
    (141,000
    )
    
    
    
    
    
    
    FFO from unconsolidated joint ventures
    
    
    117,000
    
    
    
    
    
    
    
    Funds from operations
    
    $
    41,954,000
    
    
    $
    25,923,000
    
    
    $
    15,625,000FFO per common share (assuming conversion of OP Units):Basic
    
    $
    1.21
    
    
    $
    1.03
    
    
    $
    0.91Diluted
    
    $
    1.21
    
    
    $
    1.03
    
    
    $
    0.91Weighted average number of common shares:Shares used in determination of basic earnings per share
    
    
    32,926,000
    
    
    
    23,988,000
    
    
    
    16,681,000Additional shares assuming conversion of OP Units (basic)
    
    
    1,737,000
    
    
    
    1,202,000
    
    
    
    450,000Shares used in determination of basic FFO per share
    
    
    34,663,000
    
    
    
    25,190,000
    
    
    
    17,131,000Shares used in determination of diluted earnings per share
    
    
    33,055,000
    
    
    
    24,031,000
    
    
    
    16,684,000Additional shares assuming conversion of OP Units (diluted)
    
    
    1,747,000
    
    
    
    1,206,000
    
    
    
    450,000Shares used in determination of diluted FFO per share
    
    
    34,802,000
    
    
    
    25,237,000
    
    
    
    17,134,000
 Inflation
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   33




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34




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 Reports of Independent Registered Public Accounting Firm
    
    
    37 - 38Consolidated Balance Sheets, December 31, 2006 and 2005
    
    
    39Consolidated Statements of Income, years ended
December 31, 2006, 2005 and 2004
    
    
    40Consolidated Statements of Shareholders Equity, years
ended December 31, 2006, 2005 and 2004
    
    
    41Consolidated Statements of Cash Flows, years ended
December 31, 2006, 2005 and 2004
    
    
    42Notes to Consolidated Financial Statements
    
    
    43 - 60
 35




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders
Cedar Shopping Centers, Inc.
     /s/ ERNST & YOUNG LLP
 
 36




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders
Cedar Shopping Centers, Inc.
       /s/ ERNST & YOUNG LLP
 
 37




---



##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Balance Sheets
 December 31,2006
    
    
    2005AssetsReal estate:Land
    
    $
    250,460,000
    
    
    $
    180,951,000Buildings and improvements
    
    
    991,517,000
    
    
    
    800,005,0001,241,977,000
    
    
    
    980,956,000Less accumulated depreciation
    
    
    (64,838,000
    )
    
    
    (34,499,000
    )Real estate, net
    
    
    1,177,139,000
    
    
    
    946,457,000Investment in unconsolidated joint venture
    
    
    3,644,000
    
    
    
    Cash and cash equivalents
    
    
    17,885,000
    
    
    
    8,601,000Cash at consolidated joint ventures and restricted cash
    
    
    11,507,000
    
    
    
    10,415,000Rents and other receivables, net
    
    
    12,182,000
    
    
    
    9,093,000Other assets
    
    
    6,921,000
    
    
    
    4,051,000Deferred charges, net
    
    
    22,441,000
    
    
    
    17,639,000Total assets
    
    $
    1,251,719,000
    
    
    $
    996,256,000Liabilities and shareholders equityMortgage loans payable
    
    $
    499,603,000
    
    
    $
    380,311,000Secured revolving credit facility
    
    
    68,470,000
    
    
    
    147,480,000Accounts payable, accrued expenses, and other
    
    
    17,435,000
    
    
    
    16,462,000Unamortized intangible lease liabilities
    
    
    53,160,000
    
    
    
    27,943,000Total liabilities
    
    
    638,668,000
    
    
    
    572,196,000Minority interests in consolidated joint ventures
    
    
    9,132,000
    
    
    
    12,339,000Limited partners interest in Operating Partnership
    
    
    25,969,000
    
    
    
    20,586,000Shareholders equity:Preferred stock ($.01 par value, $25.00 per share
liquidation value, 5,000,000 shares authorized, 3,550,000
shares issued and outstanding)
    
    
    88,750,000
    
    
    
    88,750,000Common stock ($.06 par value, 50,000,000 shares
authorized, 43,773,000 and 29,618,000 shares, respectively,
issued and outstanding)
    
    
    2,626,000
    
    
    
    1,777,000Treasury stock (502,000 and 443,000 shares, respectively, at cost)
    
    
    (6,378,000
    )
    
    
    (5,416,000
    )Additional paid-in capital
    
    
    564,637,000
    
    
    
    357,000,000Cumulative distributions in excess of net income
    
    
    (71,831,000
    )
    
    
    (49,956,000
    )Accumulated other comprehensive income
    
    
    146,000
    
    
    
    138,000Unamortized deferred compensation plans
    
    
    
    
    
    
    (1,158,000
    )Total shareholders equity
    
    
    577,950,000
    
    
    
    391,135,000Total liabilities and shareholders equity
    
    $
    1,251,719,000
    
    
    $
    996,256,000
  38




---



##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statements of Income
 Years ended December 31,2006
    
    
    2005
    
    
    2004Revenues:Rents
    
    $
    102,981,000
    
    
    $
    62,748,000
    
    
    $
    40,110,000Expense recoveries
    
    
    22,678,000
    
    
    
    15,764,000
    
    
    
    10,565,000Other
    
    
    833,000
    
    
    
    429,000
    
    
    
    403,000Total revenues
    
    
    126,492,000
    
    
    
    78,941,000
    
    
    
    51,078,000Expenses:Operating, maintenance and management
    
    
    22,380,000
    
    
    
    14,298,000
    
    
    
    10,751,000Real estate and other property-related taxes
    
    
    12,840,000
    
    
    
    7,965,000
    
    
    
    4,872,000General and administrative
    
    
    6,086,000
    
    
    
    5,132,000
    
    
    
    3,575,000Depreciation and amortization
    
    
    34,883,000
    
    
    
    20,606,000
    
    
    
    11,376,000Total expenses
    
    
    76,189,000
    
    
    
    48,001,000
    
    
    
    30,574,000Operating income
    
    
    50,303,000
    
    
    
    30,940,000
    
    
    
    20,504,000Non-operating income and expense:Interest expense
    
    
    (32,777,000
    )
    
    
    (15,178,000
    )
    
    
    (10,239,000
    )Amortization of deferred financing costs
    
    
    (1,448,000
    )
    
    
    (1,071,000
    )
    
    
    (1,025,000
    )Interest income
    
    
    641,000
    
    
    
    91,000
    
    
    
    66,000Equity in income of unconsolidated joint ventures
    
    
    70,000
    
    
    
    
    
    
    
    Gain on sale of interest in unconsolidated joint venture
    
    
    141,000
    
    
    
    
    
    
    
    Total non-operating income and expense
    
    
    (33,373,000
    )
    
    
    (16,158,000
    )
    
    
    (11,198,000
    )Income before minority and limited partners interests
    
    
    16,930,000
    
    
    
    14,782,000
    
    
    
    9,306,000Minority interests in consolidated joint ventures
    
    
    (1,202,000
    )
    
    
    (1,270,000
    )
    
    
    (1,229,000
    )Limited partners interest in Operating Partnership
    
    
    (393,000
    )
    
    
    (299,000
    )
    
    
    (157,000
    )Net income
    
    
    15,335,000
    
    
    
    13,213,000
    
    
    
    7,920,000Preferred distribution requirements
    
    
    (7,877,000
    )
    
    
    (7,186,000
    )
    
    
    (2,218,000
    )Net income applicable to common shareholders
    
    $
    7,458,000
    
    
    $
    6,027,000
    
    
    $
    5,702,000Per common share:Basic
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34Diluted
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34Dividends to common shareholders
    
    $
    29,333,000
    
    
    $
    20,844,000
    
    
    $
    13,750,000Per common share
    
    $
    0.90
    
    
    $
    0.90
    
    
    $
    0.835Weighted average number of common shares outstanding:Basic
    
    
    32,926,000
    
    
    
    23,988,000
    
    
    
    16,681,000Diluted
    
    
    33,055,000
    
    
    
    24,031,000
    
    
    
    16,684,000
  39




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Condolidated Statements of Shareholders Equity
 Years ended December 31, 2006, 2005 and 2004
 Preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative
    
    
    Accumulated
    
    
    Unamortized$25.00
    
    
    Common stock
    
    
    Treasury
    
    
    Additional
    
    
    distributions
    
    
    other
    
    
    deferred
    
    
    TotalLiquidation
    
    
    
    
    
    
    $0.06
    
    
    stock,
    
    
    paid-in
    
    
    in excess of
    
    
    comprehensive
    
    
    compensation
    
    
    shareholdersShares
    
    
    value
    
    
    Shares
    
    
    Par value
    
    
    at cost
    
    
    capital
    
    
    net income
    
    
    income
    
    
    plans
    
    
    equityBalance, December 31, 2003
    
    
    
    
    
    $
    
    
    
    
    16,456,000
    
    
    $
    987,000
    
    
    $
    (3,669,000
    )
    
    $
    181,306,000
    
    
    $
    (27,091,000
    )
    
    $
    (385,000
    )
    
    $
    
    
    
    $
    151,148,000Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,920,000
    
    
    
    
    
    
    
    
    
    
    
    7,920,000Unrealized gain on change in fair value of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    220,000
    
    
    
    
    
    
    
    220,000Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,140,000Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    1,000
    
    
    
    (250,000
    )
    
    
    499,000
    
    
    
    
    
    
    
    
    
    
    
    (205,000
    )
    
    
    45,000Net proceeds from sale of preferred stock
    
    
    2,350,000
    
    
    
    58,750,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,027,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,723,000Net proceeds from sale of common stock
    
    
    
    
    
    
    
    
    
    
    2,875,000
    
    
    
    173,000
    
    
    
    
    
    
    
    38,003,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,176,000Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,218,000
    )
    
    
    
    
    
    
    
    
    
    
    (2,218,000
    )Dividends to common shareholders (29.7% return of capital)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,750,000
    )
    
    
    
    
    
    
    
    
    
    
    (13,750,000
    )Reallocation adjustment of limited partners interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,510,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,510,000
    )Balance, December 31, 2004
    
    
    2,350,000
    
    
    
    58,750,000
    
    
    
    19,351,000
    
    
    
    1,161,000
    
    
    
    (3,919,000
    )
    
    
    215,271,000
    
    
    
    (35,139,000
    )
    
    
    (165,000
    )
    
    
    (205,000
    )
    
    
    235,754,000Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,213,000
    
    
    
    
    
    
    
    
    
    
    
    13,213,000Unrealized gain on change in fair value of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    303,000
    
    
    
    
    
    
    
    303,000Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,516,000Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    84,000
    
    
    
    5,000
    
    
    
    (1,497,000
    )
    
    
    2,707,000
    
    
    
    
    
    
    
    
    
    
    
    (953,000
    )
    
    
    262,000Net proceeds from sale of preferred stock
    
    
    1,200,000
    
    
    
    30,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (131,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,869,000Net proceeds from sale of common stock
    
    
    
    
    
    
    
    
    
    
    10,090,000
    
    
    
    605,000
    
    
    
    
    
    
    
    137,681,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138,286,000Conversion of OP Units into common stock
    
    
    
    
    
    
    
    
    
    
    93,000
    
    
    
    6,000
    
    
    
    
    
    
    
    1,239,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,245,000Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,186,000
    )
    
    
    
    
    
    
    
    
    
    
    (7,186,000
    )Dividends to common shareholders (57.2% return of capital)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,844,000
    )
    
    
    
    
    
    
    
    
    
    
    (20,844,000
    )Reallocation adjustment of limited partners interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    233,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    233,000Balance, December 31, 2005
    
    
    3,550,000
    
    
    
    88,750,000
    
    
    
    29,618,000
    
    
    
    1,777,000
    
    
    
    (5,416,000
    )
    
    
    357,000,000
    
    
    
    (49,956,000
    )
    
    
    138,000
    
    
    
    (1,158,000
    )
    
    
    391,135,000Adoption of SFAS No. 123R
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,158,000
    )
    
    
    
    
    
    
    
    
    
    
    1,158,000
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,335,000
    
    
    
    
    
    
    
    
    
    
    
    15,335,000Unrealized gain on change in fair value of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    
    8,000Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,343,000Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    6,000
    
    
    
    (962,000
    )
    
    
    1,536,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    580,000Net proceeds from sales of common stock
    
    
    
    
    
    
    
    
    
    
    14,045,000
    
    
    
    843,000
    
    
    
    
    
    
    
    207,085,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    207,928,000Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )Dividends to common shareholders (74.2% return of capital)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,333,000
    )
    
    
    
    
    
    
    
    
    
    
    (29,333,000
    )Reallocation adjustment of limited partners interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,000Balance, December 31, 2006
    
    
    3,550,000
    
    
    $
    88,750,000
    
    
    
    43,773,000
    
    
    $
    2,626,000
    
    
    $
    (6,378,000
    )
    
    $
    564,637,000
    
    
    $
    (71,831,000
    )
    
    $
    146,000
    
    
    $
    
    
    
    $
    577,950,000
  40




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statements of Cash Flows
 Years ended December 31,2006
    
    
    2005
    
    
    2004Cash flow from operating activities:Net income
    
    $
    15,335,000
    
    
    $
    13,213,000
    
    
    $
    7,920,000Adjustments to reconcile net income to net cash
provided by operating activities:Non-cash provisions:Earnings in excess of distributions of consolidated joint
venture minority interests
    
    
    110,000
    
    
    
    58,000
    
    
    
    329,000Equity in income of unconsolidated joint ventures, net
    
    
    (70,000
    )
    
    
    
    
    
    
    Distributions from unconsolidated joint venture
    
    
    44,000
    
    
    
    
    
    
    
    Gain on sale of interest in unconsolidated joint venture
    
    
    (141,000
    )
    
    
    
    
    
    
    Limited partners interest
    
    
    393,000
    
    
    
    299,000
    
    
    
    157,000Straight-line rents
    
    
    (3,285,000
    )
    
    
    (2,318,000
    )
    
    
    (1,333,000
    )Depreciation and amortization
    
    
    34,883,000
    
    
    
    20,606,000
    
    
    
    11,376,000Amortization of intangible lease liabilities
    
    
    (10,298,000
    )
    
    
    (4,129,000
    )
    
    
    (2,154,000
    )Other non-cash provisions
    
    
    2,177,000
    
    
    
    1,333,000
    
    
    
    1,070,000Increases/decreases in operating assets and liabilities:Cash at consolidated joint ventures
    
    
    520,000
    
    
    
    (192,000
    )
    
    
    (190,000
    )Rents and other receivables
    
    
    (3,000
    )
    
    
    (2,292,000
    )
    
    
    119,000Other assets
    
    
    (2,654,000
    )
    
    
    (4,110,000
    )
    
    
    (2,007,000
    )Accounts payable and accrued expenses
    
    
    916,000
    
    
    
    7,467,000
    
    
    
    3,220,000Net cash provided by operating activities
    
    
    37,927,000
    
    
    
    29,935,000
    
    
    
    18,507,000Cash flow from investing activities:Expenditures for real estate and improvements
    
    
    (184,362,000
    )
    
    
    (325,858,000
    )
    
    
    (168,893,000
    )Investment in unconsolidated joint venture
    
    
    (1,949,000
    )
    
    
    
    
    
    
    Proceeds from sale of interest in unconsolidated joint venture
    
    
    1,466,000
    
    
    
    
    
    
    
    Construction escrows and other
    
    
    (2,901,000
    )
    
    
    (1,968,000
    )
    
    
    620,000Net cash (used in) investing activities
    
    
    (187,746,000
    )
    
    
    (327,826,000
    )
    
    
    (168,273,000
    )Cash flow from financing activities:Proceeds from sales of preferred and common stock
    
    
    207,928,000
    
    
    
    168,477,000
    
    
    
    94,899,000Proceeds from mortgage financings
    
    
    118,869,000
    
    
    
    91,350,000
    
    
    
    44,222,000Mortgage repayments
    
    
    (47,558,000
    )
    
    
    (8,896,000
    )
    
    
    (19,601,000
    )Net (repayments) advances under line of credit
    
    
    (79,010,000
    )
    
    
    79,280,000
    
    
    
    51,200,000Distributions in excess of earnings from consolidated joint
venture minority interests
    
    
    (176,000
    )
    
    
    (676,000
    )
    
    
    (769,000
    )Distributions to limited partners
    
    
    (1,525,000
    )
    
    
    (809,000
    )
    
    
    (377,000
    )Preferred distribution requirements
    
    
    (7,877,000
    )
    
    
    (7,211,000
    )
    
    
    (2,218,000
    )Distributions to common shareholders
    
    
    (29,333,000
    )
    
    
    (20,844,000
    )
    
    
    (13,750,000
    )Contribution from minority interest partner
    
    
    
    
    
    
    962,000
    
    
    
    Payment of deferred financing costs
    
    
    (2,215,000
    )
    
    
    (3,598,000
    )
    
    
    (2,146,000
    )Purchase/termination of interest rate hedges
    
    
    
    
    
    
    
    
    
    
    609,000Net cash provided by financing activities
    
    
    159,103,000
    
    
    
    298,035,000
    
    
    
    152,069,000Net increase in cash and cash equivalents
    
    
    9,284,000
    
    
    
    144,000
    
    
    
    2,303,000Cash and cash equivalents at beginning of year
    
    
    8,601,000
    
    
    
    8,457,000
    
    
    
    6,154,000Cash and cash equivalents at end of year
    
    $
    17,885,000
    
    
    $
    8,601,000
    
    
    $
    8,457,000
  41




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 December 31, 2006
 Note 1. Organization and Basis of Preparation
     42




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
 Note 2. Summary of Significant Accounting Policies
  Real Estate Investments
  Buildings and improvements
    
    40 yearsTenant improvements
    
    Over the lives of the respective leases
    43




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
  Intangible Lease Asset/Liability
     44




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
   2007
    
    $
    9,395,0002008
    
    
    8,623,0002009
    
    
    7,336,0002010
    
    
    4,870,0002011
    
    
    3,791,000Thereafter
    
    
    19,145,000$
    53,160,000
 Cash and Cash Equivalents
  Cash at Consolidated Joint Ventures and Restricted Cash
   Rents and Other Receivables
  45




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
   Concentration of Credit Risk
    Deferred Charges, Net
  2006
    
    
    2005Deferred lease origination costs (1)
    
    $
    15,050,000
    
    
    $
    11,433,000Deferred financing costs (2)
    
    
    5,939,000
    
    
    
    5,521,000Other deferred charges
    
    
    1,452,000
    
    
    
    685,000$
    22,441,000
    
    
    $
    17,639,000
 
 (1)
    
    Deferred lease origination costs include intangible lease assets resulting from purchase
accounting allocations of $11,523,000 and $8,856,000, respectively.(2)
    
    Deferred financing costs are incurred in connection with the Companys secured revolving
credit facility and other long-term debt. 46




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
  Deferredlease
    
    Deferredorigination
    
    financingcosts
    
    costsNon-amortizing (1)
    
    $
    342,000
    
    
    $
    2007
    
    
    2,400,000
    
    
    
    1,376,0002008
    
    
    2,108,000
    
    
    
    1,324,0002009
    
    
    1,769,000
    
    
    
    1,251,0002010
    
    
    1,431,000
    
    
    
    485,0002011
    
    
    1,208,000
    
    
    
    403,000Thereafter
    
    
    5,792,000
    
    
    
    1,100,000$
    15,050,000
    
    
    $
    5,939,000
 
 (1)
    
    Represents deferred lease origination costs applicable to leases with commencement
dates beginning after December 31, 2006. Income Taxes
   Derivative Financial Instruments
  47




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
   Fair Value of Financial Instruments
    48




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
 Earnings Per Share
  Stock-Based Compensation
   49




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
 Years ended December 31,2006
    
    
    2005
    
    
    2004Restricted share grants
    
    
    110,000
    
    
    
    84,000
    
    
    
    20,000Average per share grant price
    
    $
    15.07
    
    
    $
    14.43
    
    
    $
    12.53Recorded as deferred compensation
    
    $
    1,660,000
    
    
    $
    1,215,000
    
    
    $
    250,000Total charged to operations
    
    $
    729,000
    
    
    $
    262,000
    
    
    $
    45,000Non-vested shares:Non-vested, beginning of period
    
    
    96,000
    
    
    
    20,000
    
    
    
    Grants
    
    
    110,000
    
    
    
    84,000
    
    
    
    20,000Vested during period
    
    
    (3,000
    )
    
    
    (8,000
    )
    
    
    Forfeitures
    
    
    
    
    
    
    
    
    
    
    Non-vested, end of period
    
    
    203,000
    
    
    
    96,000
    
    
    
    20,000Value of shares vested during the
period (based on grant price)
    
    $
    40,000
    
    
    $
    111,000
    
    
    $
    
    401(k) Retirement Plan
  SAB 108
  50




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
  Supplemental consolidated statement of cash flows information
 Years ended December 31,2006
    
    
    2005
    
    
    2004Supplemental disclosure of cash activities:Interest paid (including interest capitalized of
$3,676,000, $3,427,000 and $1,633,000, respectively)
    
    $
    35,336,000
    
    
    $
    17,607,000
    
    
    $
    11,837,000Supplemental disclosure of non-cash activities:Additions to deferred compensation plans
    
    
    1,660,000
    
    
    
    1,215,000
    
    
    
    250,000Assumption of mortgage loans payable
    
    
    (63,807,000
    )
    
    
    (111,294,000
    )
    
    
    (9,993,000
    )Issuance of OP Units
    
    
    (6,689,000
    )
    
    
    (16,021,000
    )
    
    
    (210,000
    )Purchase accounting allocations:Intangible lease assets
    
    
    31,329,000
    
    
    
    36,969,000
    
    
    
    13,688,000Intangible lease liabilities
    
    
    (35,535,000
    )
    
    
    (6,845,000
    )
    
    
    (13,829,000
    )Net valuation increases in assumed mortgage
loans payable (a)
    
    
    (484,000
    )
    
    
    (6,133,000
    )
    
    
    (358,000
    )Deconsolidation of Red Lion joint venture:Real estate, net
    
    $
    18,365,000Mortgage loans payable
    
    
    (16,310,000
    )Other assets/liabilities, net
    
    
    1,721,000Minority interest
    
    
    (2,411,000
    )Investment in and advances to unconsolidated
joint venture, as of January 1, 2006
    
    $
    1,365,000
 
 (a)
    
    The net valuation increases in assumed mortgage loans payable result from adjusting the
contract rates of interest (ranging from 5.4% to 7.3% per annum in 2006, from 5.5% to 8.0% per
annum in 2005, and 7.0% per annum in 2004) to market rates of interest (ranging from 5.4% to 6.0%
per annum in 2006, from 5.0% to 5.4% per annum in 2005, and 6.0% per annum in 2004) . Note 3. Common/Preferred Stock Issuances
  51




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
     52




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
 Note 4. Real Estate
  2006
    
    
    2005CostBalance, beginning of year
    
    $
    980,956,000
    
    
    $
    521,352,000Deconsolidation of Red Lion joint
venture
    
    
    (19,889,000
    )
    
    
    Properties acquired
    
    
    240,692,000
    
    
    
    419,151,000Improvements and betterments
    
    
    40,218,000
    
    
    
    40,843,000Write-off of fully depreciated assets
    
    
    
    
    
    
    (390,000
    )Balance, end of year
    
    $
    1,241,977,000
    
    
    $
    980,956,000Accumulated depreciationBalance, beginning of year
    
    $
    34,499,000
    
    
    $
    16,027,000Deconsolidation of Red Lion joint
venture
    
    
    (1,524,000
    )
    
    
    Depreciation expense
    
    
    31,863,000
    
    
    
    18,862,000Write-off of fully depreciated assets
    
    
    
    
    
    
    (390,000
    )Balance, end of year
    
    $
    64,838,000
    
    
    $
    34,499,000Net book value
    
    $
    1,177,139,000
    
    
    $
    946,457,000
   Number of
    
    
    
    
    
    AcquisitionProperty
    
    properties
    
    GLA
    
    costShore Mall (1)(2)
    
    
    1
    
    
    
    621,000
    
    
    $
    45,048,000Shaws Plaza
    
    
    1
    
    
    
    177,000
    
    
    
    30,678,000Trexlertown Plaza (1)
    
    
    1
    
    
    
    241,000
    
    
    
    29,128,000Oakhurst Plaza
    
    
    1
    
    
    
    111,000
    
    
    
    22,715,0004
    
    
    
    1,150,000
    
    
    
    127,569,000Other operating properties (3)
    
    
    9
    
    
    
    584,000
    
    
    
    80,637,000Total operating properties
    
    
    13
    
    
    
    1,734,000
    
    
    
    208,206,000Land held for development
    
    
    8
    
    
    179.41 acres
    
    
    32,486,000Total properties acquired (4)
    
    
    
    
    
    
    
    
    
    $
    240,692,000
 53




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
  Number of
    
    
    
    
    
    AcquisitionProperty
    
    properties
    
    GLA
    
    costRVG Portfolio
    
    
    8
    
    
    
    578,000
    
    
    $
    97,057,000Giltz Portfolio
    
    
    25
    
    
    
    716,000
    
    
    
    92,237,000WP Realty
    
    
    2
    
    
    
    376,000
    
    
    
    48,369,000Trexler Mall
    
    
    1
    
    
    
    339,000
    
    
    
    34,928,000Silver Portfolio
    
    
    4
    
    
    
    131,000
    
    
    
    32,750,00040
    
    
    
    2,140,000
    
    
    
    305,341,000Other operating properties (3)
    
    
    13
    
    
    
    1,428,000
    
    
    
    109,794,000Total operating properties
    
    
    53
    
    
    
    3,568,000
    
    
    
    415,135,000Land held for development
    
    
    1
    
    
    0.84 acres
    
    
    4,016,000Total properties acquired
    
    
    
    
    
    
    
    
    
    $
    419,151,000
 
 (1)
    
    Excludes cost of undeveloped land parcels acquired as part of the transactions (separately
included in land held for development).(2)
    
    The Companys Chairman had approximately an 8% limited partnership interest in the selling
entities. In connection with the acquisition, the independent members of the Companys Board of
Directors obtained an appraisal in support of the purchase price and the consideration given.
The Company had previously held an option to acquire the property, and had, together with its
predecessor companies, been providing property management, leasing, construction management and
legal services to the property since 1986.(3)
    
    The nine and thirteen properties acquired in 2006 and 2005, respectively, acquired
individually and not as part of a portfolio, had acquisition costs of less than $20.0 million
each. The 2006 amount includes $11,814,000 of purchase accounting allocations applicable to
properties acquired during 2005.(4)
    
    In addition , the Company has a 49% interest in an unconsolidated joint venture, which owns
a single-tenant office property located in Philadelphia, PA.  Net bookDescription
    
    valueCollateral for mortgage loans payable
    
    $
    728,335,000Collateral for secured revolving credit facility
    
    
    357,727,000Unencumbered properties
    
    
    91,077,000Total portfolio
    
    $
    1,177,139,000
 Pro Forma Financial Information (unaudited)
  54




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
 2006
    
    2005Revenues
    
    $
    135,709,000
    
    
    $
    122,965,000Net income applicable to common shareholders
    
    $
    6,590,000
    
    
    $
    7,320,000Per common share:Basic
    
    $
    0.20
    
    
    $
    0.31Diluted
    
    $
    0.20
    
    
    $
    0.30Weighted average number of common shares outstanding:Basic
    
    
    32,926,000
    
    
    
    23,988,000Diluted
    
    
    33,055,000
    
    
    
    24,031,000
 Note 5. Rentals Under Operating Leases
  2007
    
    $
    95,412,0002008
    
    
    90,477,0002009
    
    
    82,302,0002010
    
    
    71,966,0002011
    
    
    64,321,000Thereafter
    
    
    446,951,000$
    851,429,000
  Note 6. Mortgage Loans Payable and Secured Revolving Credit Facility
  At December 31, 2006
    
    At December 31, 2005Interest rates
    
    
    
    
    
    Interest ratesBalance
    
    Weighted
    
    
    
    
    
    Balance
    
    WeightedDescription
    
    outstanding
    
    average
    
    Range
    
    outstanding
    
    average
    
    RangeFixed-rate mortgages
    
    $
    494,764,000
    
    
    
    5.7
    %
    
    
    4.8% - 8.9
    %
    
    $
    338,988,000
    
    
    
    5.8
    %
    
    
    4.8% - 8.9
    %Variable-rate mortgages
    
    
    4,839,000
    
    
    
    8.1
    %
    
    
    8.1
    %
    
    
    41,323,000
    
    
    
    6.3
    %
    
    
    6.2% - 7.1
    %499,603,000
    
    
    
    5.7
    %
    
    
    
    
    
    
    380,311,000
    
    
    
    5.9
    %Secured revolving credit facility
    
    
    68,470,000
    
    
    
    6.6
    %
    
    
    
    
    
    
    147,480,000
    
    
    
    5.6
    %$
    568,073,000
    
    
    
    5.8
    %
    
    
    
    
    
    $
    527,791,000
    
    
    
    5.8
    %
 55




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
 Mortgage loans payable
  2006
    
    
    2005Balance, beginning of year
    
    $
    380,311,000
    
    
    $
    180,430,000Deconsolidation of Red Lion joint venture
    
    
    (16,310,000
    )
    
    
    New mortgage borrowings
    
    
    118,869,000
    
    
    
    91,350,000Acquisition debt assumed
    
    
    64,291,000
    
    
    
    117,427,000Repayments
    
    
    (47,558,000
    )
    
    
    (8,896,000
    )Balance, end of year
    
    $
    499,603,000
    
    
    $
    380,311,000
    2007
    
    $
    18,244,0002008
    
    
    67,243,0002009
    
    
    7,620,0002010
    
    
    14,546,0002011
    
    
    62,183,000Thereafter
    
    
    329,767,000$
    499,603,000
 56




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
 Secured Revolving Credit Facility
    Note 7. Derivative Financial Instruments
   57




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
 Original
    
    
    
    
    
    
    
    
    
    Fair value atnotational
    
    Interest
    
    Expiration
    
    December 31,Hedge
    
    Type
    
    value
    
    rate
    
    date
    
    2006
    
    2005Interest rate swap
    
    Cash flow hedge
    
    $
    4,190,000
    
    
    
    6.83
    %
    
    Feb 2010
    
    $
    73,000
    
    
    $
    59,000Interest rate swap
    
    Cash flow hedge
    
    
    5,346,000
    
    
    
    6.83
    %
    
    Feb 2010
    
    
    117,000
    
    
    
    104,000$
    190,000
    
    
    $
    163,000
  Note 8. Commitments and Contingencies
     58




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2006
  Note 9. Selected Quarterly Financial Data (unaudited)
 Year
    
    March 31
    
    June 30
    
    September 30
    
    December 312006Revenues
    
    $
    29,992,000
    
    
    $
    30,308,000
    
    
    $
    31,929,000
    
    
    $
    34,263,000Net income applicable to common shareholders
    
    
    1,000,000
    
    
    
    2,134,000
    
    
    
    1,785,000
    
    
    
    2,539,000Per common share (basic and diluted) (a)
    
    $
    0.03
    
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.072005Revenues
    
    $
    16,522,000
    
    
    $
    17,047,000
    
    
    $
    20,551,000
    
    
    $
    24,821,000Net income applicable to common shareholders
    
    
    1,354,000
    
    
    
    1,466,000
    
    
    
    1,752,000
    
    
    
    1,455,000Per common share (basic and diluted) (a)
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.052004Revenues
    
    $
    11,272,000
    
    
    $
    12,640,000
    
    
    $
    12,446,000
    
    
    $
    14,720,000Net income applicable to common shareholders
    
    
    1,343,000
    
    
    
    1,903,000
    
    
    
    1,208,000
    
    
    
    1,248,000Per common share (basic and diluted) (a)
    
    $
    0.08
    
    
    $
    0.12
    
    
    $
    0.07
    
    
    $
    0.07
 
 (a)
    
    Differences between the sum of the four quarterly per share amounts and the annual per
share amount are attributable to the effect of the weighted average outstanding share calculations
for the respective periods. Note 10. Subsequent Events
    59




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 tem 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Management Report on Internal Control Over Financial Reporting
      
 tem 9B. Other Information
  60




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##### Table of Contents



Part III.
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions and Director Independence
  
 Item 14. Principal Accountant Fees and Services
  61




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##### Table of Contents



Part IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    1.
    
    Financial StatementsThe response to this portion of Item 15 is included in Item 8 of this report.2.
    
    Financial Statement SchedulesIII. Real Estate and Accumulated DepreciationAll other schedules have been omitted because the required information is not
present, is not present in amounts sufficient to require submission of the schedule,
or is included in the consolidated financial statements or notes thereto.3.
    
    Exhibits
 Item
    
    Title or Description3.1.a
    
    Articles of Incorporation of the Company, as amended,
incorporated by reference to Exhibits 3.1 and 3.2 of the
Registration Statement on Form S-11 filed on August 20, 2003,
as amended.3.1.b
    
    Articles Supplementary for 8-7/8% Series A Cumulative
Redeemable Preferred Stock, incorporated by reference to
Exhibit 3.1.b of Form 10-K for the year ended December 31,
2004.3.2
    
    By-laws of the Company, as amended, incorporated by reference
to Exhibit 3.3 of the Registration Statement on Form S-11
filed on August 20, 2003, as amended.3.3.a
    
    Agreement of Limited Partnership of Cedar Shopping Centers
Partnership, L.P., incorporated by reference to Exhibit 3.4
of the Registration Statement on Form S-11 filed on August
20, 2003, as amended.3.3.b
    
    Amendment No. 1 to Agreement of Limited Partnership of Cedar
Shopping Centers Partnership, L.P., incorporated by reference
to Exhibit 3.5 of the Registration Statement on Form S-11
filed on August 20, 2003, as amended.3.3.c
    
    Amendment No. 2 to Agreement of Limited Partnership of Cedar
Shopping Centers Partnership, L.P., incorporated by reference
to Exhibit 3.3.c of Form 10-K for the year ended December 31,
2004.3.3.d
    
    Amendment No. 3 to Agreement of Limited Partnership of Cedar
Shopping Centers Partnership, L.P.10.1.a*
    
    Cedar Shopping Centers, Inc. Senior Executive Deferred
Compensation Plan, effective as of October 29, 2003,
incorporated by reference to Exhibit 10.6.a of Form 10-K for
the year ended December 31, 2004.10.1.b*
    
    Amendment No. 1 to the Cedar Shopping Centers, Inc. Senior
Executive Deferred Compensation Plan, effective as of October
29, 2003, incorporated by reference to Exhibit 10.6.b of Form
10-K for the year ended December 31, 2004.10.1.c*
    
    Amendment No. 2 to the Cedar Shopping Centers, Inc. Senior
Executive Deferred Compensation Plan, effective as of August
9, 2004, incorporated by reference to Exhibit 10.6.c of Form
10-K for the year ended December 31, 2004.
 62




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##### Table of Contents



Item
    
    Title or Description10.1.d*
    
    Amendment No. 3 to the Cedar Shopping Centers, Inc. Senior
Executive Deferred Compensation Plan, effective as of
December 19, 2005, incorporated by reference to Exhibit 10.2
of Form 8-K filed on December 22, 2005.10.1.e*
    
    Amendment No. 4 to the Cedar Shopping Centers, Inc. Senior
Executive Deferred Compensation Plan, effective as of
December 21, 2006.10.2.a*
    
    2005 Cedar Shopping Centers, Inc. Deferred Compensation Plan,
incorporated by reference to Exhibit 10.1 of Form 8-K filed
on December 22, 2005.10.2.b*
    
    Amendment No. 1 to the 2005 Cedar Shopping Centers, Inc.
Deferred Compensation Plan, effective as of December 21,
2006.10.3.a.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Leo S. Ullman, dated as of November 1, 2003, incorporated by
reference to Exhibit 10.39 of the Registration Statement on
Form S-11 filed on August 20, 2003, as amended.10.3.a.ii*
    
    First Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Leo S. Ullman, dated as of March
23, 2004, incorporated by reference to Exhibit 10.5.a.ii of
Form 10-K for the year ended December 31, 2004.10.3.a.iii*
    
    Second Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Leo S. Ullman, dated as of
October 19, 2005, incorporated by reference to Exhibit 10.1
of Form 8-K filed on October 20, 2005.10.3.b.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Brenda J. Walker, dated as of November 1, 2003, incorporated
by reference to Exhibit 10.40 of the Registration Statement
on Form S-11 filed on August 20, 2003, as amended.10.3.b.ii*
    
    First Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Brenda J. Walker, dated as of
March 23, 2004, incorporated by reference to Exhibit
10.5.b.ii of Form 10-K for the year ended December 31, 2004.10.3.b.iii*
    
    Second Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Brenda J. Walker, dated as of
October 19, 2005, incorporated by reference to Exhibit 10.2
of Form 8-K filed on October 20, 2005.10.3.b.iv*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Brenda J. Walker, dated as of December 29,
2006.10.3.c.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Thomas J. OKeeffe, dated as of November 1, 2003,
incorporated by reference to Exhibit 10.41 of the
Registration Statement on Form S-11 filed on August 20, 2003,
as amended.10.3.c.ii*
    
    First Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Thomas J. OKeeffe, dated as of
March 23, 2004, incorporated by reference to Exhibit
10.5.c.ii of Form 10-K for the year ended December 31, 2004.10.3.c.iii*
    
    Second Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Thomas J. OKeeffe, dated as of
October 19, 2005, incorporated by reference to Exhibit 10.3
of Form 8-K filed on October 20, 2005.10.3.d.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Thomas B. Richey, dated as of November 1, 2003, incorporated
by reference to Exhibit 10.42 of the Registration Statement
on Form S-11 field on August 20, 2003, as amended.10.3.d.ii*
    
    First Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Thomas B. Richey, dated as of
March 23, 2004, incorporated by reference to Exhibit
10.5.d.ii of Form 10-K for the year ended December 31, 2004.10.3.d.iii*
    
    Second Amendment to Employment Agreement between Cedar
Shopping Centers, Inc. and Thomas B. Richey, dated as of
October 19, 2005, incorporated by reference to Exhibit 10.4
of Form 8-K filed on October 20, 2005.10.3.d.iv*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Thomas B. Richey, dated as of December 29,
2006.
 63




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##### Table of Contents



Item
    
    Title or Description10.3.e.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and
Nancy Mozzachio, dated as of August 1, 2003.10.3.e.ii*
    
    Amendment to Employment Agreement between Cedar Shopping
Centers, Inc. and Nancy Mozzachio, dated as of December 29,
2006.10.4.a
    
    Loan Agreement from General Electric Capital Corp. to
Fairview Plaza Associates, L.P., dated as of January 10,
2003, incorporated by reference to Exhibit 10.5 of Form 8-K
filed on February 21, 2003.10.4.b
    
    Open-End Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing by Fairview Plaza Associates,
L.P. for the benefit of General Electric Capital Corporation,
is executed as of January 10, 2003, incorporated by reference
to Exhibit 10.7 of Form 8-K filed on February 21, 2003.10.4.c
    
    Promissory Note for Fairview Plaza Associates, L.P. to
General Electric Capital Corporation, dated January 10, 2003,
incorporated by reference to Exhibit 10.8 of Form 8-K filed
on February 21, 2003.10.4.d
    
    Loans to One Borrower Certificate from General Electric
Capital Corp. to Fairview Plaza Associates, L.P. guaranteed
by Cedar Income Fund, Ltd., dated January 10, 2003,
incorporated by reference to Exhibit 10.10 of Form 8-K filed
on February 21, 2003.10.4.e
    
    Loan Agreement by and between Newport Plaza Associates, L.P.
and Citizens Bank of Pennsylvania, dated as of February 6,
2003, incorporated by reference to Exhibit 10.17 of Form 8-K
filed on February 21, 2003.10.4.f
    
    Promissory Note from Citizens Bank of Pennsylvania for the
benefit of Newport Plaza Associates, L.P., dated as of
February 6, 2003, incorporated by reference to Exhibit 10.18
of Form 8-K filed on February 21, 2003.10.4.g
    
    Open-End Mortgage and Security Agreement between Newport
Plaza Associates, L.P. and Citizens Bank of Pennsylvania,
dated as of February 6, 2003, incorporated by reference to
Exhibit 10.19 of Form 8-K filed on February 21, 2003.10.4.h
    
    Guaranty and Suretyship Agreement by Cedar Income Fund, Ltd.
and Cedar Income Fund Partnership, L.P. made in favor of
Citizens Bank of Pennsylvania, made as of February 6, 2003,
incorporated by reference to Exhibit 10.23 of Form 8-K filed
on February 21, 2003.10.4.i
    
    Loan Agreement by and between Halifax Plaza Associates, L.P.
and Citizens Bank of Pennsylvania, made as of February 6,
2003, incorporated by reference to Exhibit 10.33 of Form 8-K
filed on February 21, 2003.10.4.j
    
    Promissory Note for Halifax Plaza Associates, L.P. to
Citizens Bank of Pennsylvania, dated as of February 6, 2003,
incorporated by reference to Exhibit 10.34 of Form 8-K filed
on February 21, 2003.10.4.k
    
    Open-End Mortgage and Security Agreement between Halifax
Plaza Associates, L.P. and Citizens Bank of Pennsylvania,
dated as of February 6, 2003, incorporated by reference to
Exhibit 10.35 of Form 8-K filed on February 21, 2003.10.4.l
    
    Guaranty and Suretyship Agreement by Cedar Income Fund, Ltd.
and Cedar Income Fund Partnership, L.P. in favor of Citizens
Bank of Pennsylvania, made as of February 6, 2003,
incorporated by reference to Exhibit 10.39 of Form 8-K filed
on February 21, 2003.10.5.a
    
    Loan Agreement (the Loan Agreement) by and among Cedar
Shopping Centers Partnership, L.P., Fleet National Bank (now
Bank of America), Commerzbank AG New York Branch, PB Capital
Corporation, Manufacturers and Traders Trust Company,
Sovereign Bank, Raymond James Bank, FSB, Citizens Bank and
the other lending institutions which are or may become
parties to the Loan Agreement (the Lenders) and Fleet
National Bank (as Administrative Agent), dated January 30,
2004, incorporated by reference to Exhibit 10.1 of Form 8-K
filed on March 22, 2004.10.5.b
    
    First Amendment to Loan Agreement, dated as of June 16, 2004,
incorporated by reference to Exhibit 10.10.b of Form 10-K for
the year ended December 31, 2004.
 64




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##### Table of Contents



Item
    
    Title or Description10.5.c
    
    Second Amendment to Loan Agreement, dated as of November 2,
2004, incorporated by reference to Exhibit 10.1 of Form 8-K
filed on November 8, 2004.10.5.d
    
    Third Amendment to Loan Agreement, dated as of January 28,
2005, incorporated by reference to Exhibit 10.10.d of Form
10-K for the year ended December 31, 2004.10.5.e
    
    Fourth Amendment to Loan Agreement, dated as of December 16,
2005, incorporated by reference to Exhibit 10.1 of Form 8-K
filed on December 21, 2005.10.5.f
    
    Fifth Amendment to Loan Agreement, dated as of June 29, 2006,
incorporated by reference to Exhibit 10.1 of Form 10-Q for
the quarterly period ended June 30, 2006.10.5.g
    
    Sixth Amendment to Loan Agreement, dated as of October 20,
2006, incorporated by reference to Exhibit 10.1 of Form 8-K
filed on October 24, 2006.10.6.g
    
    Loan Agreement between Patrician Financial Company Limited
Partnership as Lender and Townfair Center Associates as
Borrower, dated as of February 13, 1998, incorporated by
reference to Exhibit 10.10 of Form 8-K filed on March 22,
2004.10.6.h
    
    Promissory Note (Townfair Center Phases I & II) from Cedar
Shopping Centers Partnership, L.P. to Patrician Financial
Company Limited Partnership, Note Date: February 13, 1998,
incorporated by reference to Exhibit 10.11 of Form 8-K filed
on March 22, 2004.10.6.i
    
    Open-End Mortgage, Assignment of Leases and Rents and
Security Agreement by Townfair Center Associates in favor of
Patrician Financial Company Limited Partnership, entered into
as of February 13, 1998, incorporated by reference to Exhibit
10.12 of Form 8-K filed on March 22, 2004.10.7.a
    
    Agreement of Purchase and Sale by and between Roger V.
Calarese and A. Richard Calarese as Trustees of the Franklin
Village Trust and Cedar-Franklin Village, LLC, dated as of
August 2, 2004, incorporated by reference to Exhibit 10.1 of
Form 8-K filed on November 5, 2004.10.7.b
    
    Amendment to Agreement of Purchase and Sale by and between
Roger V. Calarese and A. Richard Calarese as Trustees of the
Franklin Village Trust and Cedar-Franklin Village, LLC, dated
as of September 2, 2004, incorporated by reference to Exhibit
10.2 of Form 8-K filed on November 5, 2004.10.7.c
    
    Second Amendment to Agreement of Purchase and Sale by and
between Roger V. Calarese and A. Richard Calarese as Trustees
of the Franklin Village Trust and Cedar-Franklin Village,
LLC, dated as of September 10, 2004, incorporated by
reference to Exhibit 10.3 of Form 8-K filed on November 5,
2004.10.7.d
    
    Third Amendment to Agreement of Purchase and Sale by and
between Roger V. Calarese and A. Richard Calarese as Trustees
of the Franklin Village Trust and Cedar-Franklin Village,
LLC, dated as of September 13, 2004, incorporated by
reference to Exhibit 10.4 of Form 8-K filed on November 5,
2004.10.7.e
    
    Fourth Amendment to Agreement of Purchase and Sale by and
between Roger V. Calarese and A. Richard Calarese as Trustees
of the Franklin Village Trust and Cedar-Franklin Village,
LLC, dated as of October 29, 2004, incorporated by reference
to Exhibit 10.5 of Form 8-K filed on November 5, 2004.10.7.f
    
    Limited Liability Company Agreement of Cedar-Franklin Village
LLC entered into by Cedar-Franklin Village 2 LLC as sole
equity member, Suzanne M. Hay as Springing Member 1 and Jan
Koeman as Springing Member 2, dated October 22, 2004,
incorporated by reference to Exhibit 10.6 of Form 8-K filed
on November 5, 2004.10.7.g
    
    Operating Agreement of Cedar-Franklin Village 2 LLC made and
entered into by Cedar Shopping Centers Partnership, L.P.
dated as of October 21, 2004, incorporated by reference to
Exhibit 10.7 of Form 8-K filed on November 5, 2004.10.7.h
    
    Loan Agreement between Cedar-Franklin Village LLC as Borrower
and Eurohypo AG, New York Branch as Lender, dated as of
November 1, 2004, incorporated by reference to Exhibit 10.13
of Form 8-K filed on November 5, 2004.
 65




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##### Table of Contents



Item
    
    Title or Description10.7.i
    
    Promissory Note for Cedar-Franklin Village LLC to Eurohypo
AG, New York Branch, dated November 1, 2004, incorporated by
reference to Exhibit 10.14 of Form 8-K filed on November 5,
2004.10.7.j
    
    Mortgage and Security Agreement for Cedar-Franklin Village
LLC as Borrower to Eurohypo AG, New York Branch as Lender,
dated as of November 1, 2004, incorporated by reference to
Exhibit 10.15 of Form 8-K filed on November 5, 2004.10.7.k
    
    Guaranty for Cedar Shopping Centers Partnership, L.P. as
Guarantor for the benefit of Eurohypo AG, New York Branch as
Lender, executed as of November 1, 2004, incorporated by
reference to Exhibit 10.18 of Form 8-K filed on November 5,
2004.10.8
    
    Agreement of Purchase and Sale dated as of November 15, 2004,
by and between Gateway Connecticut Properties, Inc., as
Seller, and Cedar Shopping Centers Partnership, L.P., a
Delaware Limited Partnership, as Purchaser, in respect of the
Brickyard Shopping Center, incorporated by reference to
Exhibit 10.1 of Form 8-K filed on December 21, 2004.10.9.a
    
    Contribution and Sale Agreement dated as of February 3, 2005,
among various affiliates of Giltz & Associates, Inc., each an
Ohio limited liability company, as sellers, and Cedar
Shopping Centers Partnership, L.P., a Delaware limited
partnership, as purchaser, incorporated by reference to
Exhibit 10.1 of Form 8-K filed on April 8, 2005.10.9.b
    
    Amendment to Contribution and Sale Agreement, dated as of
April 5, 2005, among various affiliates of Giltz &
Associates, Inc., each an Ohio limited liability company, as
sellers, and Cedar Shopping Centers Partnership, L.P., a
Delaware limited partnership, as purchaser, incorporated by
reference to Exhibit 10.2 of Form 8-K filed on April 8, 2005.10.9.c
    
    Second Amendment to Contribution and Sale Agreement, dated as
of April 25, 2005, among various affiliates of Giltz &
Associates, Inc., each an Ohio limited liability company, as
sellers, and Cedar Shopping Centers Partnership, L.P., a
Delaware limited partnership, as purchaser, incorporated by
reference to Exhibit 10.1 of Form 8-K filed on April 27,
2005.10.11.a
    
    Purchase and Sale Agreement dated as of May 10, 2005, among
the various ownership interests of certain shopping center
properties (the RVG Entity Owners), as sellers, and Cedar
Shopping Centers Partnership, L.P., a Delaware limited
partnership, as purchaser, incorporated by reference to
Exhibit 10.1 of Form 8-K filed on June 29, 2005.10.11.b
    
    Amendment to Purchase and Sale Agreement, dated as of June
22, 2005, among various ownership interests of certain
shopping center properties (the RVG Entity Owners), as
sellers, and Cedar Shopping Centers Partnership, L.P., a
Delaware limited partnership, as purchaser, incorporated by
reference to Exhibit 10.2 of Form 8-K filed on June 29, 2005.10.11.c
    
    Amendment No. 2 to Purchase and Sale Agreement, dated as of
July 11, 2005, among various ownership interests of certain
shopping center properties (the RVG Entity Owners), as
sellers, and Cedar Shopping Centers Partnership, L.P., a
Delaware limited partnership, as purchaser, incorporated by
reference to Exhibit 10.3 of Form 8-K filed on June 29, 2005.10.11.d
    
    Amendment No. 3 to Purchase and Sale Agreement, dated as of
July 26, 2005, among various ownership interests of certain
shopping center properties (the RVG Entity Owners), as
sellers, and Cedar Shopping Centers Partnership, L.P., a
Delaware limited partnership, as purchaser, incorporated by
reference to Exhibit 10.4 of Form 8-K filed on June 29, 2005.10.11.e
    
    Amendment No. 4 to Purchase and Sale Agreement, dated as of
August 11, 2005, among various ownership interests of certain
shopping center properties (the RVG Entity Owners), as
sellers, and Cedar Shopping Centers Partnership, L.P., a
Delaware limited partnership, as purchaser, incorporated by
reference to Exhibit 10.5 of Form 8-K filed on June 29, 2005.21.1
    
    List of Subsidiaries of the Registrant
 66




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##### Table of Contents



Item
    
    Title or Description23.1
    
    Consent of Ernst & Young LLP31.1
    
    Section 302 Chief Executive Officer Certification31.2
    
    Section 302 Chief Financial Officer Certification32.1
    
    Section 906 Chief Executive Officer Certification32.2
    
    Section 906 Chief Financial Officer Certification
 
 *
    
    Management contracts or compensatory plans required to be filed pursuant to Rule 601 of
Regulation S-K.(b)
    
    ExhibitsThe response to this portion of Item 15 is included in Item 15(a) (3) above.(c)
    
    The following documents are filed as part of the report:None. 67




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##### Table of Contents



SIGNATURES
  CEDAR SHOPPING CENTERS, INC./s/ LEO S. ULLMAN
    
    
    
    
    
    /s/ THOMAS J. OKEEFFELeo S. Ullman
    
    
    
    
    
    Thomas J. OKeeffePresident and Chairman
    
    
    
    
    
    Chief Financial Officer(principal executive officer)
    
    
    
    
    
    (principal financial officer)/s/ GASPARE J. SAITTA, II
    
    
    
    
    
    /s/ JEFFREY L. GOLDBERGGaspare J. Saitta, II
    
    
    
    
    
    Jeffrey L. GoldbergChief Accounting Officer
    
    
    
    
    
    Corporate Controller(principal accounting officer)
   /s/ JAMES J. BURNS
    
    
    
    /s/ RICHARD HOMBURGJames J. Burns
    
    
    
    Richard HomburgDirector
    
    
    
    Director/s/ PAUL G. KIRK, JR.
    
    
    
    /s/ EVERETT B. MILLER, IIIPaul G. Kirk, Jr.
    
    
    
    Everett B. Miller, IIIDirector
    
    
    
    Director/s/ LEO S. ULLMAN
    
    
    
    /s/ BRENDA J. WALKERLeo S. Ullman
    
    
    
    Brenda J. WalkerDirector
    
    
    
    Director/s/ROGER M. WIDMANNRoger M. WidmannDirector
  68




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2006
 Gross amount at which carried atYear built/
    
    Gross
    
    Initial cost to the Company
    
    Subsequent
    
    December 31, 2006Year
    
    Percent
    
    Year last
    
    leasable
    
    
    
    
    
    Buildings and
    
    cost
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Accumulated
    
    Amount OfProperty
    
    State
    
    acquired
    
    owned
    
    renovated
    
    area
    
    Land
    
    improvements
    
    capitalized
    
    Land
    
    improvements
    
    Total
    
    depreciation(4)
    
    encumbranceWholly-Owned Stabilized Properties (1):Academy Plaza
    
    PA
    
    
    2001
    
    
    
    100
    %
    
    
    1965/1998
    
    
    
    153,000
    
    
    $
    2,406,000
    
    
    $
    9,623,000
    
    
    $
    1,008,000
    
    
    $
    2,406,000
    
    
    $
    10,631,000
    
    
    $
    13,037,000
    
    
    $
    1,395,000
    
    
    $
    9,952,000Annie Land Plaza
    
    VA
    
    
    2006
    
    
    
    100
    %
    
    
    1999
    
    
    
    43,000
    
    
    
    809,000
    
    
    
    3,857,000
    
    
    
    
    
    
    
    809,000
    
    
    
    3,857,000
    
    
    
    4,666,000
    
    
    
    52,000
    
    
    
    Camp Hill
    
    PA
    
    
    2002
    
    
    
    100
    %
    
    
    1958/2005
    
    
    
    468,000
    
    
    
    4,460,000
    
    
    
    17,857,000
    
    
    
    41,495,000
    
    
    
    4,460,000
    
    
    
    59,352,000
    
    
    
    63,812,000
    
    
    
    2,965,000
    
    
    
    65,000,000Carbondale Plaza
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    1972/2005
    
    
    
    130,000
    
    
    
    1,586,000
    
    
    
    7,289,000
    
    
    
    2,594,000
    
    
    
    1,586,000
    
    
    
    9,883,000
    
    
    
    11,469,000
    
    
    
    948,000
    
    
    
    5,394,000Carrolton Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    40,000
    
    
    
    713,000
    
    
    
    3,316,000
    
    
    
    16,000
    
    
    
    713,000
    
    
    
    3,332,000
    
    
    
    4,045,000
    
    
    
    217,000
    
    
    
    2,440,000Clyde Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    35,000
    
    
    
    451,000
    
    
    
    2,326,000
    
    
    
    3,000
    
    
    
    451,000
    
    
    
    2,329,000
    
    
    
    2,780,000
    
    
    
    163,000
    
    
    
    2,035,000Coliseum Marketplace
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1987/2005
    
    
    
    105,000
    
    
    
    2,924,000
    
    
    
    14,416,000
    
    
    
    2,676,000
    
    
    
    3,443,000
    
    
    
    16,573,000
    
    
    
    20,016,000
    
    
    
    959,000
    
    
    
    12,952,000Columbus Crossing
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    2001
    
    
    
    142,000
    
    
    
    4,579,000
    
    
    
    19,135,000
    
    
    
    5,000
    
    
    
    4,579,000
    
    
    
    19,140,000
    
    
    
    23,719,000
    
    
    
    1,767,000
    
    
    
    (3
    )CVS at Bradford
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1996
    
    
    
    11,000
    
    
    
    291,000
    
    
    
    1,466,000
    
    
    
    2,000
    
    
    
    291,000
    
    
    
    1,468,000
    
    
    
    1,759,000
    
    
    
    91,000
    
    
    
    1,023,000CVS at Celina
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1998
    
    
    
    10,000
    
    
    
    418,000
    
    
    
    1,967,000
    
    
    
    
    
    
    
    418,000
    
    
    
    1,967,000
    
    
    
    2,385,000
    
    
    
    103,000
    
    
    
    1,701,000CVS at Erie
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1997
    
    
    
    10,000
    
    
    
    399,000
    
    
    
    1,783,000
    
    
    
    
    
    
    
    399,000
    
    
    
    1,783,000
    
    
    
    2,182,000
    
    
    
    88,000
    
    
    
    1,393,000CVS at Portage Trail
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1996
    
    
    
    11,000
    
    
    
    341,000
    
    
    
    1,603,000
    
    
    
    
    
    
    
    341,000
    
    
    
    1,603,000
    
    
    
    1,944,000
    
    
    
    85,000
    
    
    
    1,095,000CVS at Westfield
    
    NY
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    10,000
    
    
    
    339,000
    
    
    
    1,558,000
    
    
    
    
    
    
    
    339,000
    
    
    
    1,558,000
    
    
    
    1,897,000
    
    
    
    75,000
    
    
    
    Dover Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    38,000
    
    
    
    563,000
    
    
    
    2,790,000
    
    
    
    4,000
    
    
    
    563,000
    
    
    
    2,794,000
    
    
    
    3,357,000
    
    
    
    302,000
    
    
    
    2,226,000East Chestnut
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1996
    
    
    
    21,000
    
    
    
    800,000
    
    
    
    3,699,000
    
    
    
    
    
    
    
    800,000
    
    
    
    3,699,000
    
    
    
    4,499,000
    
    
    
    338,000
    
    
    
    2,280,000Elmhurst Square
    
    VA
    
    
    2006
    
    
    
    100
    %
    
    
    1961-1983
    
    
    
    66,000
    
    
    
    1,359,000
    
    
    
    5,944,000
    
    
    
    
    
    
    
    1,359,000
    
    
    
    5,944,000
    
    
    
    7,303,000
    
    
    
    
    
    
    
    4,244,000Fairfield Plaza
    
    CT
    
    
    2005
    
    
    
    100
    %
    
    
    2001/2005
    
    
    
    72,000
    
    
    
    1,816,000
    
    
    
    7,891,000
    
    
    
    1,181,000
    
    
    
    2,051,000
    
    
    
    8,837,000
    
    
    
    10,888,000
    
    
    
    417,000
    
    
    
    5,366,000Family Dolllar at Akron
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    7,000
    
    
    
    82,000
    
    
    
    569,000
    
    
    
    
    
    
    
    82,000
    
    
    
    569,000
    
    
    
    651,000
    
    
    
    100,000
    
    
    
    Fieldstone Marketplace
    
    MA
    
    
    2005
    
    
    
    100
    %
    
    
    1988/2003
    
    
    
    194,000
    
    
    
    5,229,000
    
    
    
    21,440,000
    
    
    
    (37,000
    )
    
    
    5,229,000
    
    
    
    21,403,000
    
    
    
    26,632,000
    
    
    
    790,000
    
    
    
    19,658,000FirstMerit Bank at Akron
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1996
    
    
    
    3,000
    
    
    
    169,000
    
    
    
    734,000
    
    
    
    3,000
    
    
    
    169,000
    
    
    
    737,000
    
    
    
    906,000
    
    
    
    43,000
    
    
    
    FirstMerit Bank at Cuyahoga Falls
    
    OH
    
    
    2006
    
    
    
    100
    %
    
    
    1973/2003
    
    
    
    18,000
    
    
    
    264,000
    
    
    
    1,304,000
    
    
    
    
    
    
    
    264,000
    
    
    
    1,304,000
    
    
    
    1,568,000
    
    
    
    4,000
    
    
    
    Franklin Village Plaza
    
    MA
    
    
    2004
    
    
    
    100
    %
    
    
    1987/2005
    
    
    
    302,000
    
    
    
    13,817,000
    
    
    
    58,204,000
    
    
    
    920,000
    
    
    
    13,817,000
    
    
    
    59,124,000
    
    
    
    72,941,000
    
    
    
    4,881,000
    
    
    
    43,500,000Gabriel Brothers Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1970's/2004
    
    
    
    82,000
    
    
    
    947,000
    
    
    
    3,691,000
    
    
    
    16,000
    
    
    
    947,000
    
    
    
    3,707,000
    
    
    
    4,654,000
    
    
    
    165,000
    
    
    
    3,200,000Gahanna Discount Drug Mart Plaza
    
    OH
    
    
    2006
    
    
    
    100
    %
    
    
    2003
    
    
    
    49,000
    
    
    
    1,379,000
    
    
    
    5,385,000
    
    
    
    
    
    
    
    1,379,000
    
    
    
    5,385,000
    
    
    
    6,764,000
    
    
    
    45,000
    
    
    
    5,195,000General Booth Plaza
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1985
    
    
    
    73,000
    
    
    
    1,935,000
    
    
    
    9,493,000
    
    
    
    12,000
    
    
    
    1,935,000
    
    
    
    9,505,000
    
    
    
    11,440,000
    
    
    
    695,000
    
    
    
    5,784,000Gold Star Plaza
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    1988
    
    
    
    72,000
    
    
    
    1,646,000
    
    
    
    6,519,000
    
    
    
    
    
    
    
    1,646,000
    
    
    
    6,519,000
    
    
    
    8,165,000
    
    
    
    166,000
    
    
    
    2,952,000Golden Triangle
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    1960/2005
    
    
    
    195,000
    
    
    
    2,320,000
    
    
    
    9,713,000
    
    
    
    5,427,000
    
    
    
    2,320,000
    
    
    
    15,140,000
    
    
    
    17,460,000
    
    
    
    1,468,000
    
    
    
    9,264,000Hamburg Commons
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    1988-1993
    
    
    
    100,000
    
    
    
    1,153,000
    
    
    
    4,678,000
    
    
    
    5,065,000
    
    
    
    1,153,000
    
    
    
    9,743,000
    
    
    
    10,896,000
    
    
    
    565,000
    
    
    
    5,389,000Hannaford Plaza
    
    MA
    
    
    2006
    
    
    
    100
    %
    
    
    1965/2006
    
    
    
    102,000
    
    
    
    1,874,000
    
    
    
    8,453,000
    
    
    
    
    
    
    
    1,874,000
    
    
    
    8,453,000
    
    
    
    10,327,000
    
    
    
    85,000
    
    
    
    Hudson Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    32,000
    
    
    
    770,000
    
    
    
    3,535,000
    
    
    
    
    
    
    
    770,000
    
    
    
    3,535,000
    
    
    
    4,305,000
    
    
    
    192,000
    
    
    
    2,575,000Jordan Lane
    
    CT
    
    
    2005
    
    
    
    100
    %
    
    
    1969/1991
    
    
    
    182,000
    
    
    
    4,291,000
    
    
    
    20,866,000
    
    
    
    5,000
    
    
    
    4,291,000
    
    
    
    20,871,000
    
    
    
    25,162,000
    
    
    
    837,000
    
    
    
    13,669,000Kempsville Crossing
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1985
    
    
    
    94,000
    
    
    
    2,207,000
    
    
    
    11,000,000
    
    
    
    
    
    
    
    2,207,000
    
    
    
    11,000,000
    
    
    
    13,207,000
    
    
    
    763,000
    
    
    
    6,565,000
 69




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2006
(continued)
 Gross amount at which carried atYear built/
    
    Gross
    
    Initial cost to the Company
    
    Subsequent
    
    December 31, 2006Year
    
    Percent
    
    Year last
    
    leasable
    
    
    
    
    
    Buildings and
    
    cost
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Accumulated
    
    Amount OfProperty
    
    State
    
    acquired
    
    owned
    
    renovated
    
    area
    
    Land
    
    improvements
    
    capitalized
    
    Land
    
    improvements
    
    Total
    
    depreciation(4)
    
    encumbranceKenley Village
    
    MD
    
    
    2005
    
    
    
    100
    %
    
    
    1988
    
    
    
    52,000
    
    
    
    726,000
    
    
    
    3,512,000
    
    
    
    21,000
    
    
    
    726,000
    
    
    
    3,533,000
    
    
    
    4,259,000
    
    
    
    490,000
    
    
    
    
    (3)Kingston Plaza
    
    NY
    
    
    2006
    
    
    
    100
    %
    
    
    2006
    
    
    
    18,000
    
    
    
    2,827,000
    
    
    
    
    
    
    
    2,223,000
    
    
    
    2,827,000
    
    
    
    2,223,000
    
    
    
    5,050,000
    
    
    
    5,000
    
    
    
    LA Fitness Facility
    
    PA
    
    
    2002
    
    
    
    100
    %
    
    
    2003
    
    
    
    41,000
    
    
    
    2,462,000
    
    
    
    
    
    
    
    5,176,000
    
    
    
    2,462,000
    
    
    
    5,176,000
    
    
    
    7,638,000
    
    
    
    333,000
    
    
    
    4,839,000Liberty Marketplace
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    68,000
    
    
    
    2,665,000
    
    
    
    12,639,000
    
    
    
    154,000
    
    
    
    2,695,000
    
    
    
    12,763,000
    
    
    
    15,458,000
    
    
    
    560,000
    
    
    
    10,099,000Lodi Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    39,000
    
    
    
    704,000
    
    
    
    3,393,000
    
    
    
    7,000
    
    
    
    704,000
    
    
    
    3,400,000
    
    
    
    4,104,000
    
    
    
    231,000
    
    
    
    2,480,000Long Reach Village
    
    MD
    
    
    2006
    
    
    
    100
    %
    
    
    1973/1998
    
    
    
    105,000
    
    
    
    1,715,000
    
    
    
    8,554,000
    
    
    
    
    
    
    
    1,715,000
    
    
    
    8,554,000
    
    
    
    10,269,000
    
    
    
    106,000
    
    
    
    4,921,000Majestic Plaza
    
    MI
    
    
    2005
    
    
    
    100
    %
    
    
    1960's/2003
    
    
    
    79,000
    
    
    
    2,341,000
    
    
    
    9,175,000
    
    
    
    59,000
    
    
    
    2,352,000
    
    
    
    9,223,000
    
    
    
    11,575,000
    
    
    
    380,000
    
    
    
    
    (3)McCormick Place
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1995
    
    
    
    46,000
    
    
    
    847,000
    
    
    
    4,022,000
    
    
    
    16,000
    
    
    
    847,000
    
    
    
    4,038,000
    
    
    
    4,885,000
    
    
    
    324,000
    
    
    
    2,275,000McDonalds / Waffle House at Medina
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    6,000
    
    
    
    737,000
    
    
    
    132,000
    
    
    
    
    
    
    
    737,000
    
    
    
    132,000
    
    
    
    869,000
    
    
    
    13,000
    
    
    
    Meadows Marketplace
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    2005
    
    
    
    86,000
    
    
    
    1,914,000
    
    
    
    
    
    
    
    11,082,000
    
    
    
    1,914,000
    
    
    
    11,082,000
    
    
    
    12,996,000
    
    
    
    270,000
    
    
    
    10,763,000Mechanicsburg Giant
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    52,000
    
    
    
    2,709,000
    
    
    
    12,159,000
    
    
    
    
    
    
    
    2,709,000
    
    
    
    12,159,000
    
    
    
    14,868,000
    
    
    
    472,000
    
    
    
    10,456,000Oak Ridge Shopping center
    
    VA
    
    
    2006
    
    
    
    100
    %
    
    
    2000
    
    
    
    39,000
    
    
    
    959,000
    
    
    
    4,254,000
    
    
    
    
    
    
    
    959,000
    
    
    
    4,254,000
    
    
    
    5,213,000
    
    
    
    13,000
    
    
    
    3,580,000Oakhurst Plaza
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    1980/2001
    
    
    
    111,000
    
    
    
    4,538,000
    
    
    
    18,177,000
    
    
    
    
    
    
    
    4,538,000
    
    
    
    18,177,000
    
    
    
    22,715,000
    
    
    
    287,000
    
    
    
    
    (3)Oakland Mills
    
    MD
    
    
    2005
    
    
    
    100
    %
    
    
    1960's/2004
    
    
    
    58,000
    
    
    
    1,611,000
    
    
    
    6,292,000
    
    
    
    20,000
    
    
    
    1,611,000
    
    
    
    6,312,000
    
    
    
    7,923,000
    
    
    
    371,000
    
    
    
    5,139,000Palmyra Shopping Center
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1960/1995
    
    
    
    112,000
    
    
    
    1,490,000
    
    
    
    6,566,000
    
    
    
    9,000
    
    
    
    1,490,000
    
    
    
    6,575,000
    
    
    
    8,065,000
    
    
    
    361,000
    
    
    
    
    (3)Pennsboro Commons
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1999
    
    
    
    110,000
    
    
    
    3,608,000
    
    
    
    14,254,000
    
    
    
    9,000
    
    
    
    3,608,000
    
    
    
    14,263,000
    
    
    
    17,871,000
    
    
    
    612,000
    
    
    
    11,433,000Pickerington Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    48,000
    
    
    
    1,186,000
    
    
    
    5,396,000
    
    
    
    
    
    
    
    1,186,000
    
    
    
    5,396,000
    
    
    
    6,582,000
    
    
    
    340,000
    
    
    
    4,361,000Pine Grove Plaza
    
    NJ
    
    
    2003
    
    
    
    100
    %
    
    
    2001/2002
    
    
    
    79,000
    
    
    
    1,622,000
    
    
    
    6,489,000
    
    
    
    10,000
    
    
    
    1,622,000
    
    
    
    6,499,000
    
    
    
    8,121,000
    
    
    
    610,000
    
    
    
    6,090,000Polaris Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2001
    
    
    
    50,000
    
    
    
    1,242,000
    
    
    
    5,816,000
    
    
    
    4,000
    
    
    
    1,242,000
    
    
    
    5,820,000
    
    
    
    7,062,000
    
    
    
    462,000
    
    
    
    4,672,000Pondside Plaza
    
    NY
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    19,000
    
    
    
    365,000
    
    
    
    1,612,000
    
    
    
    5,000
    
    
    
    365,000
    
    
    
    1,617,000
    
    
    
    1,982,000
    
    
    
    113,000
    
    
    
    1,210,000Port Richmond Village
    
    PA
    
    
    2001
    
    
    
    100
    %
    
    
    1988
    
    
    
    155,000
    
    
    
    2,942,000
    
    
    
    11,769,000
    
    
    
    572,000
    
    
    
    2,942,000
    
    
    
    12,341,000
    
    
    
    15,283,000
    
    
    
    1,596,000
    
    
    
    10,781,000Powell Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2001
    
    
    
    50,000
    
    
    
    1,379,000
    
    
    
    6,121,000
    
    
    
    10,000
    
    
    
    1,379,000
    
    
    
    6,131,000
    
    
    
    7,510,000
    
    
    
    437,000
    
    
    
    4,476,000Rite Aid at Massillon
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1999
    
    
    
    10,000
    
    
    
    442,000
    
    
    
    2,014,000
    
    
    
    
    
    
    
    442,000
    
    
    
    2,014,000
    
    
    
    2,456,000
    
    
    
    97,000
    
    
    
    1,711,000River View Plaza I, II and III
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    1991/1998
    
    
    
    244,000
    
    
    
    9,718,000
    
    
    
    40,356,000
    
    
    
    3,262,000
    
    
    
    9,718,000
    
    
    
    43,618,000
    
    
    
    53,336,000
    
    
    
    4,216,000
    
    
    
    
    (3)Shaws Plaza
    
    MA
    
    
    2006
    
    
    
    100
    %
    
    
    1968/1998
    
    
    
    177,000
    
    
    
    5,780,000
    
    
    
    24,898,000
    
    
    
    32,000
    
    
    
    5,780,000
    
    
    
    24,930,000
    
    
    
    30,710,000
    
    
    
    380,000
    
    
    
    13,895,000Shelby Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    37,000
    
    
    
    671,000
    
    
    
    3,264,000
    
    
    
    2,000
    
    
    
    671,000
    
    
    
    3,266,000
    
    
    
    3,937,000
    
    
    
    245,000
    
    
    
    2,290,000Shoppes at Salem Run
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    2005
    
    
    
    15,000
    
    
    
    1,076,000
    
    
    
    4,253,000
    
    
    
    10,000
    
    
    
    1,076,000
    
    
    
    4,263,000
    
    
    
    5,339,000
    
    
    
    130,000
    
    
    
    
    (3)Shore Mall
    
    NJ
    
    
    2006
    
    
    
    100
    %
    
    
    1960/1980
    
    
    
    621,000
    
    
    
    7,180,000
    
    
    
    37,868,000
    
    
    
    1,009,000
    
    
    
    7,180,000
    
    
    
    38,877,000
    
    
    
    46,057,000
    
    
    
    1,120,000
    
    
    
    33,423,000Smithfield Plaza
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1988
    
    
    
    46,000
    
    
    
    1,049,000
    
    
    
    5,220,000
    
    
    
    
    
    
    
    1,049,000
    
    
    
    5,220,000
    
    
    
    6,269,000
    
    
    
    290,000
    
    
    
    3,689,000South Philadelphia
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    1950/2003
    
    
    
    283,000
    
    
    
    8,222,000
    
    
    
    35,907,000
    
    
    
    1,784,000
    
    
    
    8,222,000
    
    
    
    37,691,000
    
    
    
    45,913,000
    
    
    
    3,769,000
    
    
    
    
    (3)St James Square
    
    MD
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    40,000
    
    
    
    586,000
    
    
    
    3,838,000
    
    
    
    606,000
    
    
    
    586,000
    
    
    
    4,444,000
    
    
    
    5,030,000
    
    
    
    315,000
    
    
    
    
    (3)Staples at Oswego
    
    NY
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    24,000
    
    
    
    635,000
    
    
    
    2,991,000
    
    
    
    9,000
    
    
    
    635,000
    
    
    
    3,000,000
    
    
    
    3,635,000
    
    
    
    183,000
    
    
    
    2,354,000Stonehedge Square
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    1990/2006
    
    
    
    90,000
    
    
    
    2,732,000
    
    
    
    11,614,000
    
    
    
    
    
    
    
    2,732,000
    
    
    
    11,614,000
    
    
    
    14,346,000
    
    
    
    201,000
    
    
    
    
    (3)
 70




---



##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2006
(continued)
 Gross amount at which carried atYear built/
    
    Gross
    
    Initial cost to the Company
    
    Subsequent
    
    December 31, 2006Year
    
    Percent
    
    Year last
    
    leasable
    
    
    
    
    
    Buildings and
    
    cost
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Accumulated
    
    Amount OfProperty
    
    State
    
    acquired
    
    owned
    
    renovated
    
    area
    
    Land
    
    improvements
    
    capitalized
    
    Land
    
    improvements
    
    Total
    
    depreciation(4)
    
    encumbranceSuffolk Plaza
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1984
    
    
    
    67,000
    
    
    
    1,402,000
    
    
    
    7,236,000
    
    
    
    
    
    
    
    1,402,000
    
    
    
    7,236,000
    
    
    
    8,638,000
    
    
    
    430,000
    
    
    
    4,978,000Sunset Crossing
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    2002
    
    
    
    74,000
    
    
    
    2,150,000
    
    
    
    8,980,000
    
    
    
    31,000
    
    
    
    2,150,000
    
    
    
    9,011,000
    
    
    
    11,161,000
    
    
    
    809,000
    
    
    
    
    (3)Swede Square
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    1980/2004
    
    
    
    99,000
    
    
    
    1,555,000
    
    
    
    6,232,000
    
    
    
    2,958,000
    
    
    
    2,268,000
    
    
    
    8,477,000
    
    
    
    10,745,000
    
    
    
    1,157,000
    
    
    
    
    (3)The Brickyard
    
    CT
    
    
    2004
    
    
    
    100
    %
    
    
    1990
    
    
    
    275,000
    
    
    
    6,465,000
    
    
    
    28,281,000
    
    
    
    418,000
    
    
    
    6,465,000
    
    
    
    28,699,000
    
    
    
    35,164,000
    
    
    
    2,257,000
    
    
    
    
    (3)The Commons
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    2003
    
    
    
    175,000
    
    
    
    3,098,000
    
    
    
    14,047,000
    
    
    
    1,000
    
    
    
    3,098,000
    
    
    
    14,048,000
    
    
    
    17,146,000
    
    
    
    1,601,000
    
    
    
    
    (3)The Point
    
    PA
    
    
    2000
    
    
    
    100
    %
    
    
    1972/2001
    
    
    
    255,000
    
    
    
    2,700,000
    
    
    
    10,800,000
    
    
    
    11,399,000
    
    
    
    2,996,000
    
    
    
    21,903,000
    
    
    
    24,899,000
    
    
    
    3,404,000
    
    
    
    18,566,000The Point at Carlisle Plaza
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1965/1984
    
    
    
    183,000
    
    
    
    2,235,000
    
    
    
    11,105,000
    
    
    
    5,000
    
    
    
    2,235,000
    
    
    
    11,110,000
    
    
    
    13,345,000
    
    
    
    725,000
    
    
    
    
    (3)The Shops at Suffolk Downs
    
    MA
    
    
    2005
    
    
    
    100
    %
    
    
    2005
    
    
    
    86,000
    
    
    
    3,564,000
    
    
    
    11,089,000
    
    
    
    27,000
    
    
    
    3,564,000
    
    
    
    11,116,000
    
    
    
    14,680,000
    
    
    
    448,000
    
    
    
    
    (3)Townfair Center
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    2002
    
    
    
    204,000
    
    
    
    3,022,000
    
    
    
    13,786,000
    
    
    
    411,000
    
    
    
    3,022,000
    
    
    
    14,197,000
    
    
    
    17,219,000
    
    
    
    1,464,000
    
    
    
    9,656,000Trexler Mall
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1973/2004
    
    
    
    339,000
    
    
    
    6,934,000
    
    
    
    31,661,000
    
    
    
    19,000
    
    
    
    6,934,000
    
    
    
    31,680,000
    
    
    
    38,614,000
    
    
    
    1,139,000
    
    
    
    22,701,000Trexlertown Plaza
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    1990/2005
    
    
    
    241,000
    
    
    
    5,261,000
    
    
    
    23,867,000
    
    
    
    2,000
    
    
    
    5,261,000
    
    
    
    23,869,000
    
    
    
    29,130,000
    
    
    
    398,000
    
    
    
    
    (3)Ukrops at Fredericksburg
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1997
    
    
    
    63,000
    
    
    
    3,213,000
    
    
    
    12,758,000
    
    
    
    
    
    
    
    3,213,000
    
    
    
    12,758,000
    
    
    
    15,971,000
    
    
    
    404,000
    
    
    
    
    (3)Ukrops at Glen Allen
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    43,000
    
    
    
    6,366,000
    
    
    
    616,000
    
    
    
    
    
    
    
    6,769,000
    
    
    
    213,000
    
    
    
    6,982,000
    
    
    
    54,000
    
    
    
    
    (3)Valley Plaza
    
    MD
    
    
    2003
    
    
    
    100
    %
    
    
    1975/1994
    
    
    
    191,000
    
    
    
    1,950,000
    
    
    
    7,766,000
    
    
    
    201,000
    
    
    
    1,950,000
    
    
    
    7,967,000
    
    
    
    9,917,000
    
    
    
    711,000
    
    
    
    
    (3)Virginia Center Commons
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    10,000
    
    
    
    992,000
    
    
    
    3,860,000
    
    
    
    
    
    
    
    992,000
    
    
    
    3,860,000
    
    
    
    4,852,000
    
    
    
    157,000
    
    
    
    
    (3)Virginia Little Creek
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1996/2001
    
    
    
    70,000
    
    
    
    1,493,000
    
    
    
    8,507,000
    
    
    
    
    
    
    
    1,650,000
    
    
    
    8,350,000
    
    
    
    10,000,000
    
    
    
    456,000
    
    
    
    5,776,000Wal-Mart Center
    
    CT
    
    
    2003
    
    
    
    100
    %
    
    
    1972/2000
    
    
    
    156,000
    
    
    
    
    
    
    
    11,834,000
    
    
    
    14,000
    
    
    
    
    
    
    
    11,848,000
    
    
    
    11,848,000
    
    
    
    988,000
    
    
    
    6,081,000Washington Center Shoppes
    
    NJ
    
    
    2001
    
    
    
    100
    %
    
    
    1979/1995
    
    
    
    154,000
    
    
    
    1,811,000
    
    
    
    7,314,000
    
    
    
    905,000
    
    
    
    1,811,000
    
    
    
    8,219,000
    
    
    
    10,030,000
    
    
    
    1,209,000
    
    
    
    5,571,000Westlake Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2005
    
    
    
    56,000
    
    
    
    1,004,000
    
    
    
    3,905,000
    
    
    
    
    
    
    
    1,004,000
    
    
    
    3,905,000
    
    
    
    4,909,000
    
    
    
    120,000
    
    
    
    3,346,000Total Wholly-Owned Stabilized Properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,621,000
    
    
    
    196,232,000
    
    
    
    808,303,000
    
    
    
    102,877,000
    
    
    
    198,596,000
    
    
    
    908,816,000
    
    
    
    1,107,412,000
    
    
    
    58,027,000
    
    
    
    466,464,000Properties Owned in Joint Venture (2)Fairview Plaza
    
    PA
    
    
    2003
    
    
    
    30
    %
    
    
    1992
    
    
    
    70,000
    
    
    
    1,811,000
    
    
    
    7,272,000
    
    
    
    166,000
    
    
    
    1,811,000
    
    
    
    7,438,000
    
    
    
    9,249,000
    
    
    
    744,000
    
    
    
    5,772,000Halifax Plaza
    
    PA
    
    
    2003
    
    
    
    30
    %
    
    
    1994
    
    
    
    54,000
    
    
    
    1,102,000
    
    
    
    4,609,000
    
    
    
    95,000
    
    
    
    1,102,000
    
    
    
    4,704,000
    
    
    
    5,806,000
    
    
    
    460,000
    
    
    
    3,920,000Loyal Plaza
    
    PA
    
    
    2002
    
    
    
    25
    %
    
    
    1969/2000
    
    
    
    294,000
    
    
    
    3,853,000
    
    
    
    15,620,000
    
    
    
    1,431,000
    
    
    
    3,853,000
    
    
    
    17,051,000
    
    
    
    20,904,000
    
    
    
    2,089,000
    
    
    
    13,204,000Newport Plaza
    
    PA
    
    
    2003
    
    
    
    30
    %
    
    
    1996
    
    
    
    67,000
    
    
    
    1,316,000
    
    
    
    5,320,000
    
    
    
    132,000
    
    
    
    1,316,000
    
    
    
    5,452,000
    
    
    
    6,768,000
    
    
    
    534,000
    
    
    
    5,018,000Total Consolidated Joint Ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    485,000
    
    
    
    8,082,000
    
    
    
    32,821,000
    
    
    
    1,824,000
    
    
    
    8,082,000
    
    
    
    34,645,000
    
    
    
    42,727,000
    
    
    
    3,827,000
    
    
    
    27,914,000Total Stabilized Properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,106,000
    
    
    
    204,314,000
    
    
    
    841,124,000
    
    
    
    104,701,000
    
    
    
    206,678,000
    
    
    
    943,461,000
    
    
    
    1,150,139,000
    
    
    
    61,854,000
    
    
    
    494,378,000
 71




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2006
(continued)
 Gross amount at which carried atYear built/
    
    Gross
    
    Initial cost to the Company
    
    Subsequent
    
    December 31, 2006Year
    
    Percent
    
    Year last
    
    leasable
    
    
    
    
    
    Buildings and
    
    cost
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Accumulated
    
    Amount OfProperty
    
    State
    
    acquired
    
    owned
    
    renovated
    
    area
    
    Land
    
    improvements
    
    capitalized
    
    Land
    
    improvements
    
    Total
    
    depreciation(4)
    
    encumbranceDevelopment/Redevelopment and
Other Non-Stabilized Properties (1):Centerville Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    49,000
    
    
    
    780,000
    
    
    
    3,607,000
    
    
    
    20,000
    
    
    
    780,000
    
    
    
    3,627,000
    
    
    
    4,407,000
    
    
    
    261,000
    
    
    
    2,935,000Columbia Mall
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1988
    
    
    
    352,000
    
    
    
    2,855,000
    
    
    
    15,600,000
    
    
    
    734,000
    
    
    
    2,855,000
    
    
    
    16,334,000
    
    
    
    19,189,000
    
    
    
    766,000
    
    
    
    Dunmore Shopping Center
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1962/1997
    
    
    
    101,000
    
    
    
    565,000
    
    
    
    2,203,000
    
    
    
    40,000
    
    
    
    565,000
    
    
    
    2,243,000
    
    
    
    2,808,000
    
    
    
    154,000
    
    
    
    Huntingdon Plaza
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    1972 - 2003
    
    
    
    152,000
    
    
    
    933,000
    
    
    
    4,129,000
    
    
    
    485,000
    
    
    
    933,000
    
    
    
    4,614,000
    
    
    
    5,547,000
    
    
    
    410,000
    
    
    
    Lake Raystown Plaza
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    1995
    
    
    
    146,000
    
    
    
    2,231,000
    
    
    
    6,735,000
    
    
    
    7,040,000
    
    
    
    2,231,000
    
    
    
    13,775,000
    
    
    
    16,006,000
    
    
    
    1,032,000
    
    
    
    
    (3)Ontario Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    38,000
    
    
    
    809,000
    
    
    
    3,643,000
    
    
    
    2,000
    
    
    
    809,000
    
    
    
    3,645,000
    
    
    
    4,454,000
    
    
    
    240,000
    
    
    
    2,290,000Value City Shopping Center
    
    MI
    
    
    2005
    
    
    
    100
    %
    
    
    1950s/2003
    
    
    
    117,000
    
    
    
    189,000
    
    
    
    1,323,000
    
    
    
    3,000
    
    
    
    189,000
    
    
    
    1,326,000
    
    
    
    1,515,000
    
    
    
    121,000
    
    
    
    Total Non-Stabilized Properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    955,000
    
    
    
    8,362,000
    
    
    
    37,240,000
    
    
    
    8,324,000
    
    
    
    8,362,000
    
    
    
    45,564,000
    
    
    
    53,926,000
    
    
    
    2,984,000
    
    
    
    5,225,000Total Operating Portfolio
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,061,000
    
    
    
    212,676,000
    
    
    
    878,364,000
    
    
    
    113,025,000
    
    
    
    215,040,000
    
    
    
    989,025,000
    
    
    
    1,204,065,000
    
    
    
    64,838,000
    
    
    
    499,603,000Land Held For Development:Bergestrasse
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,640,000
    
    
    
    
    
    
    
    5,000
    
    
    
    1,640,000
    
    
    
    5,000
    
    
    
    1,645,000
    
    
    
    
    
    
    
    Blue Mountain Common
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    13,742,000
    
    
    
    
    
    
    
    394,000
    
    
    
    13,742,000
    
    
    
    394,000
    
    
    
    14,136,000
    
    
    
    
    
    
    
    Columbia Mall
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,466,000
    
    
    
    
    
    
    
    114,000
    
    
    
    1,466,000
    
    
    
    114,000
    
    
    
    1,580,000
    
    
    
    
    
    
    
    Halifax Plaza
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,107,000
    
    
    
    
    
    
    
    706,000
    
    
    
    1,107,000
    
    
    
    706,000
    
    
    
    1,813,000
    
    
    
    
    
    
    
    Kinderhook
    
    NY
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,678,000
    
    
    
    
    
    
    
    12,000
    
    
    
    1,678,000
    
    
    
    12,000
    
    
    
    1,690,000
    
    
    
    
    
    
    
    Pine Grove Plaza
    
    NJ
    
    
    2003
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    388,000
    
    
    
    
    
    
    
    
    
    
    
    388,000
    
    
    
    
    
    
    
    388,000
    
    
    
    
    
    
    
    The Shops at Suffolk Downs
    
    MA
    
    
    2005
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    4,016,000
    
    
    
    
    
    
    
    276,000
    
    
    
    4,016,000
    
    
    
    276,000
    
    
    
    4,292,000
    
    
    
    
    
    
    
    Shore Mall
    
    NJ
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    2,018,000
    
    
    
    
    
    
    
    
    
    
    
    2,018,000
    
    
    
    
    
    
    
    2,018,000
    
    
    
    
    
    
    
    Trexlertown Plaza
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    8,087,000
    
    
    
    
    
    
    
    285,000
    
    
    
    8,087,000
    
    
    
    285,000
    
    
    
    8,372,000
    
    
    
    
    
    
    
    Trindle Spring
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,028,000
    
    
    
    
    
    
    
    46,000
    
    
    
    1,028,000
    
    
    
    46,000
    
    
    
    1,074,000
    
    
    
    
    
    
    
    Washington Center Shoppes
    
    NJ
    
    
    2001
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    250,000
    
    
    
    
    
    
    
    654,000
    
    
    
    250,000
    
    
    
    654,000
    
    
    
    904,000
    
    
    
    
    
    
    
    Total Land Held For Development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,420,000
    
    
    
    
    
    
    
    2,492,000
    
    
    
    35,420,000
    
    
    
    2,492,000
    
    
    
    37,912,000
    
    
    
    
    
    
    
    TOTAL PORTFOLIO
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,061,000
    
    
    $
    248,096,000
    
    
    $
    878,364,000
    
    
    $
    115,517,000
    
    
    $
    250,460,000
    
    
    $
    991,517,000
    
    
    $
    1,241,977,000
    
    
    $
    64,838,000
    
    
    $
    499,603,000
 72




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2006
(continued)
  2006
    
    
    2005
    
    
    2004CostBalance, beginning of year
    
    $
    980,956,000
    
    
    $
    521,352,000
    
    
    $
    330,805,000Deconsolidation of Red Lion joint venture
    
    
    (19,889,000
    )
    
    
    
    
    
    
    Properties acquired
    
    
    240,692,000
    
    
    
    419,151,000
    
    
    
    172,192,000Improvements and betterments
    
    
    40,218,000
    
    
    
    40,843,000
    
    
    
    18,355,000Write-off of fully depreciated assets
    
    
    
    
    
    
    (390,000
    )
    
    
    Balance, end of year
    
    $
    1,241,977,000
    
    
    $
    980,956,000
    
    
    $
    521,352,000Accumulated depreciationBalance, beginning of year
    
    $
    34,499,000
    
    
    $
    16,027,000
    
    
    $
    6,274,000Deconsolidation of Red Lion joint venture
    
    
    (1,524,000
    )
    
    
    
    
    
    
    Depreciation expense
    
    
    31,863,000
    
    
    
    18,862,000
    
    
    
    9,753,000Write-off of fully depreciated assets
    
    
    
    
    
    
    (390,000
    )
    
    
    Balance, end of year
    
    $
    64,838,000
    
    
    $
    34,499,000
    
    
    $
    16,027,000Net book value
    
    $
    1,177,139,000
    
    
    $
    946,457,000
    
    
    $
    505,325,000
 
 (1)
    
    Stabilized properties are those properties which are as least 80% leased and not designated
as development/redevelopment properties as of December 31, 2006. Four of the Companys
properties are being re-tenanted, are non-stabilized, and are not designated as
development/redevelopment properties.(2)
    
    The terms of the respective joint venture agreements provide, among other things, that the
minority interest partners receive certain preference returns on their investments prior to
any distributions to the Company.(3)
    
    Properties pledged as collateral under the Companys secured revolving credit facility. The
total net book value of all such properties was $357,727,000 at December 31, 2006; the total
amounts outstanding under the secured revolving credit facility at that date was $68,470,000.(4)
    
    Depreciation is provided over the estimated useful lives of buildings and improvements, which
range from 3 to 40 years. 73