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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, 2007
 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
(State or other jurisdiction of incorporation or organization)
    
    42-1241468
(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
  o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




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TABLE OF CONTENTS
 Item No.
    
    
    
    Page No.PART I1 and 2.
    
    Business and Properties
    
    
    41A.
    
    Risk Factors
    
    
    101B.
    
    Unresolved Staff Comments
    
    
    183.
    
    Legal Proceedings
    
    
    184.
    
    Submission of Matters to a Vote of Security Holders
    
    
    18PART II5.
    
    Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    226.
    
    Selected Financial Data
    
    
    247.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    267A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    358.
    
    Financial Statements and Supplementary Data
    
    
    379.
    
    Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
    
    
    649A.
    
    Controls and Procedures, including Management Report on Internal
Control Over Financial Reporting
    
    
    649B.
    
    Other Information
    
    
    66PART III10.
    
    Directors, Executive Officers
and Corporate Governance
    
    
    6611.
    
    Executive Compensation
    
    
    6612.
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    6613.
    
    Certain Relationships and Related Transactions,
and Director Independence
    
    
    6614.
    
    Principal Accounting Fees and Services
    
    
    66PART IV15
    
    Exhibits and Financial Statement Schedules
    
    
    67Amendment #5 to Senior Executive Deferred Compensation PlanAmendment #2 to Deferred Compensation PlanSeventh Amendment to Loan AgreementVoting AgreementList of Subsidiaries of the RegistrantConsent of Ernst & Young LLPSection 302 Chief Executive Officer CertificationSection 302 Chief Financial Officer CertificationSection 906 Chief Executive Officer CertificationSection 906 Chief Financial Officer Certification
  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
    
    
    46
    
    
    
    5,962,000
    
    
    $
    125,121,000
    
    
    $
    619,589,000
    
    
    $
    744,710,000
    
    
    $
    58,648,000
    
    
    $
    686,062,000Massachusetts
    
    
    9
    
    
    
    1,450,000
    
    
    
    42,463,000
    
    
    
    186,913,000
    
    
    
    229,376,000
    
    
    
    11,430,000
    
    
    
    217,946,000Virginia
    
    
    13
    
    
    
    734,000
    
    
    
    27,019,000
    
    
    
    93,947,000
    
    
    
    120,966,000
    
    
    
    8,129,000
    
    
    
    112,837,000Connecticut
    
    
    6
    
    
    
    893,000
    
    
    
    18,532,000
    
    
    
    99,136,000
    
    
    
    117,668,000
    
    
    
    7,978,000
    
    
    
    109,690,000Ohio
    
    
    26
    
    
    
    916,000
    
    
    
    20,806,000
    
    
    
    87,933,000
    
    
    
    108,739,000
    
    
    
    7,182,000
    
    
    
    101,557,000New Jersey
    
    
    4
    
    
    
    976,000
    
    
    
    13,896,000
    
    
    
    70,917,000
    
    
    
    84,813,000
    
    
    
    4,787,000
    
    
    
    80,026,000Maryland
    
    
    6
    
    
    
    605,000
    
    
    
    12,636,000
    
    
    
    56,283,000
    
    
    
    68,919,000
    
    
    
    3,700,000
    
    
    
    65,219,000New York
    
    
    6
    
    
    
    278,000
    
    
    
    15,261,000
    
    
    
    44,277,000
    
    
    
    59,538,000
    
    
    
    985,000
    
    
    
    58,553,000Michigan
    
    
    1
    
    
    
    117,000
    
    
    
    360,000
    
    
    
    2,152,000
    
    
    
    2,512,000
    
    
    
    234,000
    
    
    
    2,278,000Total property
portfolio
    
    
    117
    
    
    
    11,931,000
    
    
    
    276,094,000
    
    
    
    1,261,147,000
    
    
    
    1,537,241,000
    
    
    
    103,073,000
    
    
    
    1,434,168,000Land held for
development
    
    
    n/a
    
    
    
    n/a
    
    
    
    37,062,000
    
    
    
    11,258,000
    
    
    
    48,320,000
    
    
    
    62,000
    
    
    
    48,258,000Total operating
portfolio
    
    
    117
    
    
    
    11,931,000
    
    
    $
    313,156,000
    
    
    $
    1,272,405,000
    
    
    $
    1,585,561,000
    
    
    $
    103,135,000
    
    
    $
    1,482,426,000Property held
for sale
    
    
    1
    
    
    
    78,000
    
    
    $
    2,443,000
    
    
    $
    9,775,000
    
    
    $
    12,218,000
    
    
    $
    486,000
    
    
    $
    11,732,000Total portfolio
    
    
    118
    
    
    
    12,009,000
 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 (c)
    
    
    19
    
    
    
    1,134,000
    
    
    
    9.4
    %
    
    $
    16,641,000
    
    
    $
    14.67
    
    
    
    13.9
    %Discount Drug Mart
    
    
    17
    
    
    
    430,000
    
    
    
    3.6
    %
    
    
    4,009,000
    
    
    
    9.32
    
    
    
    3.4
    %Farm Fresh (c)
    
    
    6
    
    
    
    364,000
    
    
    
    3.0
    %
    
    
    3,768,000
    
    
    
    10.35
    
    
    
    3.2
    %Stop & Shop (c)
    
    
    4
    
    
    
    271,000
    
    
    
    2.3
    %
    
    
    2,644,000
    
    
    
    9.76
    
    
    
    2.2
    %Shaws (c)
    
    
    4
    
    
    
    241,000
    
    
    
    2.0
    %
    
    
    2,631,000
    
    
    
    10.92
    
    
    
    2.2
    %CVS
    
    
    13
    
    
    
    137,000
    
    
    
    1.1
    %
    
    
    2,490,000
    
    
    
    18.18
    
    
    
    2.1
    %LA Fitness
    
    
    4
    
    
    
    168,000
    
    
    
    1.4
    %
    
    
    2,422,000
    
    
    
    14.42
    
    
    
    2.0
    %Staples
    
    
    7
    
    
    
    151,000
    
    
    
    1.3
    %
    
    
    2,091,000
    
    
    
    13.85
    
    
    
    1.8
    %Food Lion (c)
    
    
    7
    
    
    
    243,000
    
    
    
    2.0
    %
    
    
    1,921,000
    
    
    
    7.91
    
    
    
    1.6
    %Rite Aid/Eckerd
    
    
    13
    
    
    
    141,000
    
    
    
    1.2
    %
    
    
    1,696,000
    
    
    
    12.03
    
    
    
    1.4
    %Sub-total top ten tenants
    
    
    94
    
    
    
    3,280,000
    
    
    
    27.3
    %
    
    
    40,313,000
    
    
    
    12.29
    
    
    
    33.8
    %Remaining tenants
    
    
    1,132
    
    
    
    7,830,000
    
    
    
    65.2
    %
    
    
    79,004,000
    
    
    
    10.09
    
    
    
    66.2
    %Sub-total all tenants
    
    
    1,226
    
    
    
    11,110,000
    
    
    
    92.5
    %
    
    
    119,317,000
    
    
    
    10.74
    
    
    
    100.0
    %Vacant space (b)
    
    
    n/a
    
    
    
    899,000
    
    
    
    7.5
    %
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTotal (including vacant space)
    
    
    1,226
    
    
    
    12,009,000
    
    
    
    100.0
    %
    
    $
    119,317,000
    
    
    $
    9.94
    
    
    
    n/a
 
 (a)
    
    Based on annualized base rent; data includes leases at the property held for sale.(b)
    
    Includes vacant space at properties undergoing development and/or redevelopment activities.(c)
    
    Several of the tenants listed above share common ownership with other tenants including,
without limitation, (i) Giant Foods and Stop & Shop, (ii)
    
    Farm Fresh, Shop n Save (GLA of 53,000), Shaws and Acme (GLA of 172,000), and (iii) Food
Lion and Hannaford (GLA of 43,000).
 PercentageNumber
    
    
    
    
    
    Percentage
    
    Annualized
    
    Annualized
    
    of annualizedYear of lease
    
    of leases
    
    GLA
    
    of GLA
    
    expiring
    
    expiring base
    
    expiringexpiration (a)
    
    expiring
    
    expiring
    
    expiring
    
    base rents
    
    rents per sq ft
    
    base rentsMonth-To-Month
    
    
    71
    
    
    
    179,000
    
    
    
    1.6
    %
    
    $
    1,953,000
    
    
    $
    10.91
    
    
    
    1.6
    %2008
    
    
    169
    
    
    
    627,000
    
    
    
    5.6
    %
    
    
    7,063,000
    
    
    
    11.26
    
    
    
    5.9
    %2009
    
    
    195
    
    
    
    1,168,000
    
    
    
    10.5
    %
    
    
    10,565,000
    
    
    
    9.05
    
    
    
    8.9
    %2010
    
    
    165
    
    
    
    1,273,000
    
    
    
    11.5
    %
    
    
    12,314,000
    
    
    
    9.67
    
    
    
    10.3
    %2011
    
    
    136
    
    
    
    912,000
    
    
    
    8.2
    %
    
    
    9,685,000
    
    
    
    10.62
    
    
    
    8.1
    %2012
    
    
    151
    
    
    
    793,000
    
    
    
    7.1
    %
    
    
    8,777,000
    
    
    
    11.07
    
    
    
    7.4
    %2013
    
    
    68
    
    
    
    522,000
    
    
    
    4.7
    %
    
    
    5,555,000
    
    
    
    10.64
    
    
    
    4.7
    %2014
    
    
    41
    
    
    
    654,000
    
    
    
    5.9
    %
    
    
    6,083,000
    
    
    
    9.30
    
    
    
    5.1
    %2015
    
    
    44
    
    
    
    512,000
    
    
    
    4.6
    %
    
    
    5,273,000
    
    
    
    10.30
    
    
    
    4.4
    %2016
    
    
    39
    
    
    
    557,000
    
    
    
    5.0
    %
    
    
    5,640,000
    
    
    
    10.13
    
    
    
    4.7
    %2017
    
    
    32
    
    
    
    483,000
    
    
    
    4.3
    %
    
    
    6,111,000
    
    
    
    12.65
    
    
    
    5.1
    %Thereafter
    
    
    115
    
    
    
    3,430,000
    
    
    
    30.9
    %
    
    
    40,298,000
    
    
    
    11.75
    
    
    
    33.8
    %1,226
    
    
    
    11,110,000
    
    
    
    100.0
    %
    
    
    119,317,000
    
    
    
    10.74
    
    
    
    100.0
    %Vacant space (b)
    
    
    n/a
    
    
    
    899,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTotal portfolio
    
    
    1,226
    
    
    
    12,009,000
    
    
    
    n/a
    
    
    $
    119,317,000
    
    
    $
    9.94
    
    
    
    n/a
 
 (a)
    
    Data includes leases at the property held for sale.(b)
    
    Includes vacant space at properties presently undergoing development and/or redevelopment
activities. 7




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Acquisitions in 2007
  Number of
    
    
    
    
    
    
    AcquisitionProperty
    
    properties
    
    
    GLA
    
    
    cost (i)WP Realty properties
    
    
    6
    
    
    
    866,000
    
    
    $
    125,754,000Caldwell properties (ii)
    
    
    5
    
    
    
    354,000
    
    
    
    92,926,000Carlls Corner/Timpany Plaza
    
    
    2
    
    
    
    314,000
    
    
    
    37,953,000Price Chopper
    
    
    1
    
    
    
    102,000
    
    
    
    21,941,00014
    
    
    
    1,636,000
    
    
    
    278,574,000Other operating properties (iii)
    
    
    6
    
    
    
    309,000
    
    
    
    40,066,000Total operating properties
    
    
    20
    
    
    
    1,945,000
    
    
    
    318,640,000Land held for development
    
    
    4
    
    
    17.87 acres
    
    
    3,275,000Total properties acquired
    
    
    
    
    
    
    
    
    
    $
    321,915,000
 
 (i)
    
    Amounts include purchase accounting allocations totaling approximately $23.7 million.(ii)
    
    These properties were subsequently contributed to a joint venture (see below).(iii)
    
    These six properties, acquired individually and not as part of a portfolio, had
acquisition costs of less than $20.0 million each. 8




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Joint Venture Arrangements
   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.
    
    non-payment or deferred payment of rent or other charges by tenants, either as a result
of tenant-specific financial ills, or general economic events or circumstances adversely
affecting consumer disposable income or credit;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.
    
    volatility and/or increases in interest rates, or the non-availability of funds in the
credit markets in general;7.
    
    increased costs of complying with current, new or expanded governmental regulations;8.
    
    the relative illiquidity of real estate investments;9.
    
    changing market demographics;10.
    
    changing traffic patterns;11.
    
    as mortgage loans mature, an inability to arrange replacement financing in acceptable
amounts or on acceptable terms;
 10




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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.
   Our substantial indebtedness and constraints on credit may impede our operating performance, as
well as our development, redevelopment and acquisition activities, and put us at a competitive
disadvantage.
   11




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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.
    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 spaces
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.
  13




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The financial covenants in our loan agreements may restrict our operating or acquisition
activities, which may harm our financial condition and operating results.
  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.
  14




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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.
  Potential losses may not be covered by insurance.
  Future terrorist attacks could harm the demand for, and the value of, our properties.
  15




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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.
   16




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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.
   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.
 17




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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
  Name
    
    Age
    
    PositionLeo S. Ullman
    
    
    68
    
    
    Chairman of the Board of Directors, Chief Executive Officer and PresidentBrenda J. Walker
    
    
    55
    
    
    Director and Vice PresidentJames J. Burns
    
    
    68
    
    
    DirectorRichard Homburg
    
    
    58
    
    
    DirectorPaul G. Kirk, Jr.
    
    
    70
    
    
    DirectorEverett B. Miller, III
    
    
    62
    
    
    DirectorRoger M. Widmann
    
    
    68
    
    
    DirectorLawrence E. Kreider, Jr.
    
    
    60
    
    
    Chief Financial OfficerNancy H. Mozzachio
    
    
    43
    
    
    Vice President  LeasingThomas B. Richey
    
    
    52
    
    
    Vice President  Development and Construction ServicesStuart H. Widowski
    
    
    47
    
    
    Secretary and General Counsel
 Leo S. Ullman
 18




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Brenda J. Walker
 James J. Burns
  Richard Homburg
 Paul G. Kirk, Jr.
 Everett B. Miller, III
 19




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Roger M. Widmann,
 Lawrence E. Kreider, Jr.
 Nancy H. Mozzachio
 Thomas B. Richey
 20




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Stuart H. Widowski
 21




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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
    
    paid2007March 31
    
    $
    16.99
    
    
    $
    15.47
    
    
    $
    16.20
    
    
    $
    0.225June 30
    
    
    16.75
    
    
    
    13.84
    
    
    
    14.35
    
    
    
    0.225September 30
    
    
    14.70
    
    
    
    11.91
    
    
    
    13.62
    
    
    
    0.225December 31
    
    
    14.38
    
    
    
    10.04
    
    
    
    10.23
    
    
    
    0.2252006March 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
    
    
    
    0.225
 Stockholder Return Performance Presentation
   22




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Cedar Shopping Centers, Inc.
 
 As Of
    
    
    Year EndingIndex
    
    
    01/01/03
    
    
    12/31/03
    
    
    12/31/04
    
    
    12/31/05
    
    
    12/31/06
    
    
    12/31/07Cedar Shopping Centers, Inc.
    
    
    
    100.00
    
    
    
    
    103.50
    
    
    
    
    127.19
    
    
    
    
    133.35
    
    
    
    
    160.03
    
    
    
    
    109.70Russell 2000
    
    
    
    100.00
    
    
    
    
    147.25
    
    
    
    
    174.24
    
    
    
    
    182.18
    
    
    
    
    215.64
    
    
    
    
    212.26NAREIT All Equity REIT Index
    
    
    
    100.00
    
    
    
    
    137.13
    
    
    
    
    180.44
    
    
    
    
    202.38
    
    
    
    
    273.34
    
    
    
    
    230.45
 23




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##### Table of Contents



Item 6. Selected Financial Data
 Years ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Operations data (a):Total revenues
    
    $
    152,922,000
    
    
    $
    125,020,000
    
    
    $
    78,553,000
    
    
    $
    51,078,000
    
    
    $
    26,667,000Expenses:Property operating expenses
    
    
    40,634,000
    
    
    
    34,817,000
    
    
    
    22,155,000
    
    
    
    15,623,000
    
    
    
    10,051,000General and administrative
    
    
    9,041,000
    
    
    
    6,086,000
    
    
    
    5,132,000
    
    
    
    3,575,000
    
    
    
    3,161,000Depreciation and amortization
    
    
    42,050,000
    
    
    
    34,572,000
    
    
    
    20,520,000
    
    
    
    11,376,000
    
    
    
    4,139,000Total expenses
    
    
    91,725,000
    
    
    
    75,475,000
    
    
    
    47,807,000
    
    
    
    30,574,000
    
    
    
    17,351,000Operating income
    
    
    61,197,000
    
    
    
    49,545,000
    
    
    
    30,746,000
    
    
    
    20,504,000
    
    
    
    9,316,000Non-operating income and expense:Interest expense, including amortization of
deferred financing costs
    
    
    (39,529,000
    )
    
    
    (34,225,000
    )
    
    
    (16,249,000
    )
    
    
    (11,264,000
    )
    
    
    (10,469,000
    )Interest income
    
    
    788,000
    
    
    
    641,000
    
    
    
    91,000
    
    
    
    66,000
    
    
    
    12,000Equity in income of unconsolidated joint ventures
    
    
    634,000
    
    
    
    70,000
    
    
    
    
    
    
    
    
    
    
    
    Gain on sale of interest in unconsolidated
joint venture
    
    
    
    
    
    
    141,000
    
    
    
    
    
    
    
    
    
    
    
    Costs incurred in acquiring external advisor and
related transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,788,000
    )Total non-operating income and expense
    
    
    (38,107,000
    )
    
    
    (33,373,000
    )
    
    
    (16,158,000
    )
    
    
    (11,198,000
    )
    
    
    (31,245,000
    )Income (loss) before minority and limited partners interests
and discontinued operations
    
    
    23,090,000
    
    
    
    16,172,000
    
    
    
    14,588,000
    
    
    
    9,306,000
    
    
    
    (21,929,000
    )Minority interests in consolidated joint ventures
    
    
    (1,415,000
    )
    
    
    (1,202,000
    )
    
    
    (1,270,000
    )
    
    
    (1,229,000
    )
    
    
    (983,000
    )Limited partners interest in Operating Partnership
    
    
    (593,000
    )
    
    
    (355,000
    )
    
    
    (289,000
    )
    
    
    (157,000
    )
    
    
    1,815,000Income (loss) from continuing operations
    
    
    21,082,000
    
    
    
    14,615,000
    
    
    
    13,029,000
    
    
    
    7,920,000
    
    
    
    (21,097,000
    )Discontinued operations, net of limited partners interest
    
    
    887,000
    
    
    
    720,000
    
    
    
    184,000
    
    
    
    
    
    
    
    Net income (loss)
    
    
    21,969,000
    
    
    
    15,335,000
    
    
    
    13,213,000
    
    
    
    7,920,000
    
    
    
    (21,097,000
    )Preferred distribution requirements
    
    
    (7,877,000
    )
    
    
    (7,877,000
    )
    
    
    (7,186,000
    )
    
    
    (2,218,000
    )
    
    
    (254,000
    )Net income (loss) applicable to common shareholders
    
    $
    14,092,000
    
    
    $
    7,458,000
    
    
    $
    6,027,000
    
    
    $
    5,702,000
    
    
    $
    (21,351,000
    )Per common share (basic):Income (loss) from continuing operations, net of preferred
distribution requirements
    
    $
    0.30
    
    
    $
    0.21
    
    
    $
    0.24
    
    
    $
    0.34
    
    
    $
    (7.09
    )Discontinued operations, net of limited partners interest
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.01
    
    
    
    
    
    
    
    Net income (loss) applicable to common shareholders
    
    $
    0.32
    
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    (7.09
    )Per common share (diluted)Income (loss) from continuing operations, net of preferred
distribution requirements
    
    $
    0.30
    
    
    $
    0.21
    
    
    $
    0.24
    
    
    $
    0.34
    
    
    $
    (7.09
    )Discontinued operations, net of limited partners interest
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.01
    
    
    
    
    
    
    
    Net income (loss) applicable to common shareholders
    
    $
    0.32
    
    
    $
    0.23
    
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    (7.09
    )Dividends to common shareholders
    
    $
    39,775,000
    
    
    $
    29,333,000
    
    
    $
    20,844,000
    
    
    $
    13,750,000
    
    
    $
    Per common share
    
    $
    0.90
    
    
    $
    0.90
    
    
    $
    0.90
    
    
    $
    0.835
    
    
    $
    Weighted average number of common shares outstanding:Basic
    
    
    44,193,000
    
    
    
    32,926,000
    
    
    
    23,988,000
    
    
    
    16,681,000
    
    
    
    3,010,000Diluted
    
    
    44,197,000
    
    
    
    33,055,000
    
    
    
    24,031,000
    
    
    
    16,684,000
    
    
    
    3,010,000
 24




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##### Table of Contents



Item 6. Selected Financial Data (continued)
 December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Balance sheet data:Real estate, net
    
    $
    1,482,426,000
    
    
    $
    1,165,944,000
    
    
    $
    935,023,000
    
    
    $
    505,325,000
    
    
    $
    324,531,000Property and related assets held for sale, net
    
    
    12,135,000
    
    
    
    11,493,000
    
    
    
    11,644,000
    
    
    
    
    
    
    
    Investment in unconsolidated joint venture
    
    
    3,757,000
    
    
    
    3,644,000
    
    
    
    
    
    
    
    
    
    
    
    Other assets
    
    
    96,666,000
    
    
    
    70,638,000
    
    
    
    49,589,000
    
    
    
    31,835,000
    
    
    
    25,116,000Total assets
    
    $
    1,594,984,000
    
    
    $
    1,251,719,000
    
    
    $
    996,256,000
    
    
    $
    537,160,000
    
    
    $
    349,647,000Mortgages and other loans payable
    
    $
    851,514,000
    
    
    $
    568,073,000
    
    
    $
    527,791,000
    
    
    $
    248,630,000
    
    
    $
    162,458,000Other liabilities
    
    
    97,225,000
    
    
    
    70,595,000
    
    
    
    44,405,000
    
    
    
    34,239,000
    
    
    
    19,571,000Minority interests in consolidated joint ventures
    
    
    62,402,000
    
    
    
    9,132,000
    
    
    
    12,339,000
    
    
    
    11,995,000
    
    
    
    12,435,000Limited partners interest in Operating
Partnership
    
    
    25,689,000
    
    
    
    25,969,000
    
    
    
    20,586,000
    
    
    
    6,542,000
    
    
    
    4,035,000Shareholders equity
    
    
    558,154,000
    
    
    
    577,950,000
    
    
    
    391,135,000
    
    
    
    235,754,000
    
    
    
    151,148,000Total liabilities and shareholders equity
    
    $
    1,594,984,000
    
    
    $
    1,251,719,000
    
    
    $
    996,256,000
    
    
    $
    537,160,000
    
    
    $
    349,647,000Weighted average number of common shares:Shares used in determination of basic earnings (loss) per share
    
    
    44,193,000
    
    
    
    32,926,000
    
    
    
    23,988,000
    
    
    
    16,681,000
    
    
    
    3,010,000Additional shares assuming conversion of OP Units (basic)
    
    
    1,985,000
    
    
    
    1,737,000
    
    
    
    1,202,000
    
    
    
    450,000
    
    
    
    547,000Shares used in determination of basic FFO per share
    
    
    46,178,000
    
    
    
    34,663,000
    
    
    
    25,190,000
    
    
    
    17,131,000
    
    
    
    3,557,000Shares used in determination of diluted earnings (loss) per
share
    
    
    44,197,000
    
    
    
    33,055,000
    
    
    
    24,031,000
    
    
    
    16,684,000
    
    
    
    3,010,000Additional shares assuming conversion of OP Units (diluted)
    
    
    1,990,000
    
    
    
    1,747,000
    
    
    
    1,206,000
    
    
    
    450,000
    
    
    
    547,000Shares used in determination of diluted FFO per share
    
    
    46,187,000
    
    
    
    34,802,000
    
    
    
    25,237,000
    
    
    
    17,134,000
    
    
    
    3,557,000Other data:Funds From (Used In) Operations (FFO) (b)
    
    $
    56,190,000
    
    
    $
    41,954,000
    
    
    $
    25,923,000
    
    
    $
    15,625,000
    
    
    $
    (20,588,000
    )Per common share (assuming conversion of OP Units):Basic
    
    $
    1.22
    
    
    $
    1.21
    
    
    $
    1.03
    
    
    $
    0.91
    
    
    $
    (5.79
    )Diluted
    
    $
    1.22
    
    
    $
    1.21
    
    
    $
    1.03
    
    
    $
    0.91
    
    
    $
    (5.79
    )Cash flows provided by (used in) (c):Operating activities
    
    $
    51,504,000
    
    
    $
    40,286,000
    
    
    $
    25,334,000
    
    
    $
    17,733,000
    
    
    $
    (4,856,000
    )Investing activities
    
    $
    (192,432,000
    )
    
    $
    (190,105,000
    )
    
    $
    (323,225,000
    )
    
    $
    (167,499,000
    )
    
    $
    (199,904,000
    )Financing activities
    
    $
    143,350,000
    
    
    $
    159,103,000
    
    
    $
    298,035,000
    
    
    $
    152,069,000
    
    
    $
    207,087,000Square feet of GLA
    
    
    12,009,000
    
    
    
    10,061,000
    
    
    
    8,442,000
    
    
    
    4,887,000
    
    
    
    3,499,000Percent leased (including development/redevelopment and
other non-stabilized properties, and property held for sale)
    
    
    93
    %
    
    
    93
    %
    
    
    91
    %
    
    
    88
    %
    
    
    88
    %
 25




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##### Table of Contents



(a)
    
    In May 2007, the Company decided to dispose of Stadium Plaza, located in East Lansing,
Michigan. For all periods presented, the carrying value of the propertys assets (principally the
net book value of the real estate) has been classified as held for sale on the Companys
consolidated balance sheets, and the propertys results of operations have been classified as
discontinued operations in the consolidated statements of income.(b)
    
    Funds From Operations (FFO) is a widely-recognized non-GAAP financial measure for REITs
that the Company believes, when considered with financial statements determined in accordance with
GAAP, is useful to investors in understanding financial performance and providing a relevant basis
for comparison among REITs. In addition, FFO is useful to investors as it captures features
particular to real estate performance by recognizing that real estate generally appreciates over
time or maintains residual value to a much greater extent than do other depreciable assets.
Investors should review FFO, along with GAAP net income, when trying to understand an equity REITs
operating performance. The Company presents FFO because the Company considers it an important
supplemental measure of its operating performance and believes that it is frequently used by
securities analysts, investors and other interested parties in the evaluation of REITs. Among other
things, the Company uses FFO or an adjusted FFO-based measure (i) as one of several criteria to
determine performance-based bonuses for members of senior management, (ii) in performance
comparisons with other shopping center REITs, and (iii) to measure compliance with certain
financial covenants under the terms of the Loan Agreement relating to the Companys secured
revolving credit facility. The Company computes FFO in accordance with the White Paper on FFO
published by the National Association of Real Estate Investment Trusts (NAREIT), which defines
FFO as net income applicable to common shareholders (determined in accordance with GAAP), excluding
gains or losses from debt restructurings and sales of properties, plus real estate-related
depreciation and amortization, and after adjustments for partnerships and joint ventures (which are
computed to reflect FFO on the same basis). FFO does not represent cash generated from operating
activities and should not be considered as an alternative to net income applicable to common
shareholders or to cash flow from operating activities. FFO is not indicative of cash available to
fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a
measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper
only provides guidelines for computing FFO, the computation of FFO may vary from one company to
another. See Managements Discussion and Analysis of Financial Condition and Results of Operations
elsewhere herein.(c)
    
    In connection with preparation of the Companys 2007 interim consolidated financial statements,
the Company determined that cash flows from changes in accounts payable and accrued expenses
relating to real estate expenditures and construction escrows should have been included in
investing, rather than operating, cash flow activities. Accordingly, the consolidated statements of
cash flows for the years ended December 31, 2006, 2005 and 2004 have been revised. For 2006, cash
flows provided by operating activities was changed from $37,927,000 to $40,286,000, and cash flows
used in investing activities was changed from ($187,746,000) to ($190,105,000). For 2005, cash
flows provided by operating activities was changed from $29,935,000 to $25,334,000, and cash flows
used in investing activities was changed from ($327,826,000) to ($323,225,000). For 2004, cash
flows provided by operating activities was changed from $18,507,000 to $17,733,000, and cash flows
used in investing activities was changed from ($168,273,000) to ($167,499,000). 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Executive Summary
   26




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##### Table of Contents



Summary of Critical Accounting Policies
   Revenue Recognition
   27




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##### Table of Contents



Real Estate Investments
     28




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##### Table of Contents



Stock-Based Compensation
   29




---



##### Table of Contents



Results of Operations
 Acquisitions
 Comparison of 2007 to 2006
 PropertiesPercentage
    
    
    
    
    
    held in2007
    
    2006
    
    Increase
    
    change
    
    Acquisitions
    
    both yearsTotal revenues
    
    $
    152,922,000
    
    
    $
    125,020,000
    
    
    $
    27,902,000
    
    
    
    22
    %
    
    $
    24,738,000
    
    
    $
    3,164,000Property operating expenses
    
    
    40,634,000
    
    
    
    34,817,000
    
    
    
    5,817,000
    
    
    
    17
    %
    
    
    5,503,000
    
    
    
    314,000Depreciation and amortization
    
    
    42,050,000
    
    
    
    34,572,000
    
    
    
    7,478,000
    
    
    
    22
    %
    
    
    8,159,000
    
    
    
    (681,000
    )General and administrative
    
    
    9,041,000
    
    
    
    6,086,000
    
    
    
    2,955,000
    
    
    
    49
    %
    
    
    n/a
    
    
    
    n/aNon-operating income and
expense, net (i)
    
    
    38,107,000
    
    
    
    33,373,000
    
    
    
    4,734,000
    
    
    
    14
    %
    
    
    n/a
    
    
    
    n/a
 
 (i)
    
    Non-operating income and expense consists principally of interest expense (including 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
 General and administrative expenses.
 30




---



##### Table of Contents



Non-operating income and expense.
 Comparison of 2006 to 2005
 PropertiesPercentage
    
    
    
    
    
    held in2006
    
    2005
    
    Increase
    
    change
    
    Acquisitions
    
    both yearsTotal revenues
    
    $
    125,020,000
    
    
    $
    78,553,000
    
    
    $
    46,467,000
    
    
    
    59
    %
    
    $
    42,342,000
    
    
    $
    4,125,000Property operating expenses
    
    
    34,817,000
    
    
    
    22,155,000
    
    
    
    12,662,000
    
    
    
    57
    %
    
    
    11,567,000
    
    
    
    1,095,000Depreciation and amortization
    
    
    34,572,000
    
    
    
    20,520,000
    
    
    
    14,052,000
    
    
    
    68
    %
    
    
    12,589,000
    
    
    
    1,463,000General and administrative
    
    
    6,086,000
    
    
    
    5,132,000
    
    
    
    954,000
    
    
    
    19
    %
    
    
    n/a
    
    
    
    n/aNon-operating income and
expense, net (i)
    
    
    33,373,000
    
    
    
    16,158,000
    
    
    
    17,215,000
    
    
    
    107
    %
    
    
    n/a
    
    
    
    n/a
 
 (i)
    
    Non-operating income and expense consists principally of interest expense (including
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
 General and administrative expenses.
 Non-operating income and expense.
 Liquidity and Capital Resources
  31




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Contractual obligations and commercial commitments
  32




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##### Table of Contents



Maturity Date2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    Thereafter
    
    TotalMortgage loans payable (i)
    
    $
    71,266
    
    
    $
    9,148
    
    
    $
    16,257
    
    
    $
    63,998
    
    
    $
    38,806
    
    
    $
    461,599
    
    
    $
    661,074Secured revolving credit facility (ii)
    
    
    
    
    
    
    190,440
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190,440Operating lease obligations
    
    
    498
    
    
    
    505
    
    
    
    311
    
    
    
    274
    
    
    
    238
    
    
    
    8,568
    
    
    
    10,394Total
    
    $
    71,764
    
    
    $
    200,093
    
    
    $
    16,568
    
    
    $
    64,272
    
    
    $
    39,044
    
    
    $
    470,167
    
    
    $
    861,908
 
 (i)
    
    Does not include $16.1 million mortgage loan payable by the Companys 49%-owned
unconsolidated joint venture, which is due in May 2011.(ii)
    
    Subject to a one-year extension option.  Net Cash Flows
  Operating Activities
  Investing Activities
  Financing Activities
  33




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##### Table of Contents



Funds From Operations
    34




---



##### Table of Contents



2007
    
    2006
    
    2005Net income applicable to common shareholders
    
    $
    14,092,000
    
    
    $
    7,458,000
    
    
    $
    6,027,000Add (deduct):Real estate depreciation and amortization
    
    
    41,918,000
    
    
    
    34,741,000
    
    
    
    20,537,000Limited partners interest
    
    
    633,000
    
    
    
    393,000
    
    
    
    299,000Minority interests in consolidated joint ventures
    
    
    1,415,000
    
    
    
    1,202,000
    
    
    
    1,270,000Minority interests share of FFO applicable to
consolidated joint ventures
    
    
    (2,139,000
    )
    
    
    (1,746,000
    )
    
    
    (2,210,000
    )Equity in income of unconsolidated joint ventures
    
    
    (634,000
    )
    
    
    (70,000
    )
    
    
    Gain on sale of interest in unconsolidated joint venture
    
    
    
    
    
    
    (141,000
    )
    
    
    FFO from unconsolidated joint ventures
    
    
    905,000
    
    
    
    117,000
    
    
    
    Funds from operations
    
    $
    56,190,000
    
    
    $
    41,954,000
    
    
    $
    25,923,000FFO per common share (assuming conversion of OP Units):Basic
    
    $
    1.22
    
    
    $
    1.21
    
    
    $
    1.03Diluted
    
    $
    1.22
    
    
    $
    1.21
    
    
    $
    1.03Weighted average number of common shares:Shares used in determination of basic earnings per share
    
    
    44,193,000
    
    
    
    32,926,000
    
    
    
    23,988,000Additional shares assuming conversion of OP Units (basic)
    
    
    1,985,000
    
    
    
    1,737,000
    
    
    
    1,202,000Shares used in determination of basic FFO per share
    
    
    46,178,000
    
    
    
    34,663,000
    
    
    
    25,190,000Shares used in determination of diluted earnings per share
    
    
    44,197,000
    
    
    
    33,055,000
    
    
    
    24,031,000Additional shares assuming conversion of OP Units (diluted)
    
    
    1,990,000
    
    
    
    1,747,000
    
    
    
    1,206,000Shares used in determination of diluted FFO per share
    
    
    46,187,000
    
    
    
    34,802,000
    
    
    
    25,237,000
 Inflation
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   35




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##### Table of Contents



36




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 Report of Independent Registered Public Accounting Firm
    
    
    38Consolidated Balance Sheets, December 31, 2007 and 2006
    
    
    39Consolidated Statements of Income, years ended
December 31, 2007, 2006 and 2005
    
    
    40Consolidated Statements of Shareholders Equity, years
ended December 31, 2007, 2006 and 2005
    
    
    41Consolidated Statements of Cash Flows, years ended
December 31, 2007, 2006 and 2005
    
    
    42Notes to Consolidated Financial Statements
    
    
    43 - 63
 37




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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
 
 38




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Balance Sheets
 December 31,2007
    
    
    2006AssetsReal estate:Land
    
    $
    313,156,000
    
    
    $
    248,108,000Buildings and improvements
    
    
    1,272,405,000
    
    
    
    982,294,0001,585,561,000
    
    
    
    1,230,402,000Less accumulated depreciation
    
    
    (103,135,000
    )
    
    
    (64,458,000
    )Real estate, net
    
    
    1,482,426,000
    
    
    
    1,165,944,000Property and related assets held for sale, net of
accumulated depreciation
    
    
    12,135,000
    
    
    
    11,493,000Investment in unconsolidated joint venture
    
    
    3,757,000
    
    
    
    3,644,000Cash and cash equivalents
    
    
    20,307,000
    
    
    
    17,885,000Restricted cash
    
    
    17,839,000
    
    
    
    11,507,000Rents and other receivables, net
    
    
    7,640,000
    
    
    
    4,187,000Straight-line rents receivable
    
    
    11,242,000
    
    
    
    7,870,000Other assets
    
    
    9,778,000
    
    
    
    6,921,000Deferred charges, net
    
    
    29,860,000
    
    
    
    22,268,000Total assets
    
    $
    1,594,984,000
    
    
    $
    1,251,719,000Liabilities and shareholders equityMortgage loans payable
    
    $
    661,074,000
    
    
    $
    499,603,000Secured revolving credit facility
    
    
    190,440,000
    
    
    
    68,470,000Accounts payable, accrued expenses, and other
    
    
    26,068,000
    
    
    
    17,435,000Unamortized intangible lease liabilities
    
    
    71,157,000
    
    
    
    53,160,000Total liabilities
    
    
    948,739,000
    
    
    
    638,668,000Minority interests in consolidated joint ventures
    
    
    62,402,000
    
    
    
    9,132,000Limited partners interest in Operating Partnership
    
    
    25,689,000
    
    
    
    25,969,000Shareholders equity:Preferred stock ($.01 par value, $25.00 per share
liquidation value, 12,500,000 and 5,000,000 shares, respectively,
authorized, 3,550,000 shares issued and outstanding)
    
    
    88,750,000
    
    
    
    88,750,000Common stock ($.06 par value, 150,000,000 and 50,000,000 shares,
respectively, authorized, 44,238,000 and 43,773,000 shares,
respectively, issued and outstanding)
    
    
    2,654,000
    
    
    
    2,626,000Treasury stock (616,000 and 502,000 shares, respectively, at cost)
    
    
    (8,192,000
    )
    
    
    (6,378,000
    )Additional paid-in capital
    
    
    572,392,000
    
    
    
    564,637,000Cumulative distributions in excess of net income
    
    
    (97,514,000
    )
    
    
    (71,831,000
    )Accumulated other comprehensive income
    
    
    64,000
    
    
    
    146,000Total shareholders equity
    
    
    558,154,000
    
    
    
    577,950,000Total liabilities and shareholders equity
    
    $
    1,594,984,000
    
    
    $
    1,251,719,000
  39




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statements of Income
 Years ended December 31,2007
    
    
    2006
    
    
    2005Revenues:Rents
    
    $
    122,258,000
    
    
    $
    101,826,000
    
    
    $
    62,430,000Expense recoveries
    
    
    28,889,000
    
    
    
    22,361,000
    
    
    
    15,694,000Other
    
    
    1,775,000
    
    
    
    833,000
    
    
    
    429,000Total revenues
    
    
    152,922,000
    
    
    
    125,020,000
    
    
    
    78,553,000Expenses:Operating, maintenance and management
    
    
    24,864,000
    
    
    
    22,259,000
    
    
    
    14,257,000Real estate and other property-related taxes
    
    
    15,770,000
    
    
    
    12,558,000
    
    
    
    7,898,000General and administrative
    
    
    9,041,000
    
    
    
    6,086,000
    
    
    
    5,132,000Depreciation and amortization
    
    
    42,050,000
    
    
    
    34,572,000
    
    
    
    20,520,000Total expenses
    
    
    91,725,000
    
    
    
    75,475,000
    
    
    
    47,807,000Operating income
    
    
    61,197,000
    
    
    
    49,545,000
    
    
    
    30,746,000Non-operating income and expense:Interest expense, including amortization of
deferred financing costs
    
    
    (39,529,000
    )
    
    
    (34,225,000
    )
    
    
    (16,249,000
    )Interest income
    
    
    788,000
    
    
    
    641,000
    
    
    
    91,000Equity in income of unconsolidated joint ventures
    
    
    634,000
    
    
    
    70,000
    
    
    
    Gain on sale of interest in unconsolidated joint
venture
    
    
    
    
    
    
    141,000
    
    
    
    Total non-operating income and expense
    
    
    (38,107,000
    )
    
    
    (33,373,000
    )
    
    
    (16,158,000
    )Income before minority and limited partners interests
and discontinued operations
    
    
    23,090,000
    
    
    
    16,172,000
    
    
    
    14,588,000Minority interests in consolidated joint ventures
    
    
    (1,415,000
    )
    
    
    (1,202,000
    )
    
    
    (1,270,000
    )Limited partners interest in Operating Partnership
    
    
    (593,000
    )
    
    
    (355,000
    )
    
    
    (289,000
    )Income from continuing operations
    
    
    21,082,000
    
    
    
    14,615,000
    
    
    
    13,029,000Discontinued operations, net of limited partners interest
    
    
    887,000
    
    
    
    720,000
    
    
    
    184,000Net income
    
    
    21,969,000
    
    
    
    15,335,000
    
    
    
    13,213,000Preferred distribution requirements
    
    
    (7,877,000
    )
    
    
    (7,877,000
    )
    
    
    (7,186,000
    )Net income applicable to common shareholders
    
    $
    14,092,000
    
    
    $
    7,458,000
    
    
    $
    6,027,000Per common share (basic):Income from continuing operations, net of preferred
distribution requirements
    
    $
    0.30
    
    
    $
    0.21
    
    
    $
    0.24Discontinued operations, net of limited partners
interest
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.01Net income applicable to common shareholders
    
    $
    0.32
    
    
    $
    0.23
    
    
    $
    0.25Per common share (diluted):Income from continuing operations, net of preferred
distribution requirements
    
    $
    0.30
    
    
    $
    0.21
    
    
    $
    0.24Discontinued operations, net of limited partners
interest
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.01Net income applicable to common shareholders
    
    $
    0.32
    
    
    $
    0.23
    
    
    $
    0.25Dividends to common shareholders
    
    $
    39,775,000
    
    
    $
    29,333,000
    
    
    $
    20,844,000Per common share
    
    $
    0.90
    
    
    $
    0.90
    
    
    $
    0.90Weighted average number of common shares outstanding:Basic
    
    
    44,193,000
    
    
    
    32,926,000
    
    
    
    23,988,000Diluted
    
    
    44,197,000
    
    
    
    33,055,000
    
    
    
    24,031,000
  40




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statement of Shareholders Equity
 Years ended December 31, 2007, 2006 and 2005
 Preferred stock
    
    
    Common stock
    
    
    
    
    
    
    
    
    
    
    Cumulative
    
    
    Accumulated
    
    
    Unamortized$25.00
    
    
    
    
    
    
    
    
    
    
    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 (loss)
    
    
    plans
    
    
    equityBalance, 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
    
    
    
    
    
    
    
    577,950,000Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,969,000
    
    
    
    
    
    
    
    
    
    
    
    21,969,000Unrealized (loss) on change in fair value of cash
flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (82,000
    )
    
    
    
    
    
    
    (82,000
    )Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,887,000Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    186,000
    
    
    
    11,000
    
    
    
    (1,814,000
    )
    
    
    3,949,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,146,000Net proceeds from sale of common stock
    
    
    
    
    
    
    
    
    
    
    275,000
    
    
    
    17,000
    
    
    
    
    
    
    
    4,115,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,132,000Conversion of OP Units into common stock
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )
    
    
    
    
    
    
    
    
    
    
    (7,877,000
    )Dividends to common shareholders (33.1% return of
capital)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39,775,000
    )
    
    
    
    
    
    
    
    
    
    
    (39,775,000
    )Reallocation adjustment of limited partners interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (354,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (354,000
    )Balance, December 31, 2007
    
    
    3,550,000
    
    
    $
    88,750,000
    
    
    
    44,238,000
    
    
    $
    2,654,000
    
    
    $
    (8,192,000
    )
    
    $
    572,392,000
    
    
    $
    (97,514,000
    )
    
    $
    64,000
    
    
    $
    
    
    
    $
    558,154,000
  41




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statements of Cash Flows
 Years ended December 31,2007
    
    
    2006
    
    
    2005Cash flow from operating activities:Net income
    
    $
    21,969,000
    
    
    $
    15,335,000
    
    
    $
    13,213,000Adjustments 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
    
    
    352,000
    
    
    
    110,000
    
    
    
    58,000Equity in income of unconsolidated joint ventures
    
    
    (634,000
    )
    
    
    (70,000
    )
    
    
    Distributions from unconsolidated joint venture
    
    
    529,000
    
    
    
    44,000
    
    
    
    Gain on sale of interest in unconsolidated joint venture
    
    
    
    
    
    
    (141,000
    )
    
    
    Limited partners interest in Operating Partnership
    
    
    633,000
    
    
    
    393,000
    
    
    
    299,000Straight-line rents receivable
    
    
    (3,451,000
    )
    
    
    (3,285,000
    )
    
    
    (2,318,000
    )Depreciation and amortization
    
    
    42,160,000
    
    
    
    34,883,000
    
    
    
    20,606,000Amortization of intangible lease liabilities
    
    
    (10,892,000
    )
    
    
    (10,298,000
    )
    
    
    (4,129,000
    )Amortization relating to stock-based compensation
    
    
    1,306,000
    
    
    
    729,000
    
    
    
    262,000Amortization of deferred financing costs
    
    
    1,233,000
    
    
    
    1,448,000
    
    
    
    1,071,000Increases/decreases in operating assets and liabilities:Cash at consolidated joint ventures
    
    
    (936,000
    )
    
    
    520,000
    
    
    
    (192,000
    )Rents and other receivables, net
    
    
    (2,548,000
    )
    
    
    (3,000
    )
    
    
    (2,292,000
    )Other
    
    
    (4,265,000
    )
    
    
    (2,654,000
    )
    
    
    (4,110,000
    )Accounts payable and accrued expenses
    
    
    6,048,000
    
    
    
    3,275,000
    
    
    
    2,866,000Net cash provided by operating activities
    
    
    51,504,000
    
    
    
    40,286,000
    
    
    
    25,334,000Cash flow from investing activities:Expenditures for real estate and improvements
    
    
    (187,497,000
    )
    
    
    (186,721,000
    )
    
    
    (322,857,000
    )Investment in unconsolidated joint ventures
    
    
    (8,000
    )
    
    
    (1,949,000
    )
    
    
    Proceeds from sale of interest in unconsolidated joint venture
    
    
    
    
    
    
    1,466,000
    
    
    
    Construction escrows and other
    
    
    (4,927,000
    )
    
    
    (2,901,000
    )
    
    
    (368,000
    )Net cash (used in) investing activities
    
    
    (192,432,000
    )
    
    
    (190,105,000
    )
    
    
    (323,225,000
    )Cash flow from financing activities:Net advances (repayments) from line of credit
    
    
    121,970,000
    
    
    
    (79,010,000
    )
    
    
    79,280,000Proceeds from sales of preferred and common stock
    
    
    3,910,000
    
    
    
    207,928,000
    
    
    
    168,477,000Proceeds from mortgage financings
    
    
    34,493,000
    
    
    
    118,869,000
    
    
    
    91,350,000Mortgage repayments
    
    
    (16,177,000
    )
    
    
    (47,558,000
    )
    
    
    (8,896,000
    )Contributions from minority interest partners, net of joint venture cash
at date of formation
    
    
    51,781,000
    
    
    
    
    
    
    
    962,000Distributions in excess of earnings from consolidated joint venture
minority interests
    
    
    
    
    
    
    (176,000
    )
    
    
    (676,000
    )Distributions to limited partners
    
    
    (1,788,000
    )
    
    
    (1,525,000
    )
    
    
    (809,000
    )Preferred distribution requirements
    
    
    (7,877,000
    )
    
    
    (7,877,000
    )
    
    
    (7,211,000
    )Distributions to common shareholders
    
    
    (39,775,000
    )
    
    
    (29,333,000
    )
    
    
    (20,844,000
    )Payment of deferred financing costs
    
    
    (3,187,000
    )
    
    
    (2,215,000
    )
    
    
    (3,598,000
    )Net cash provided by financing activities
    
    
    143,350,000
    
    
    
    159,103,000
    
    
    
    298,035,000Net increase in cash and cash equivalents
    
    
    2,422,000
    
    
    
    9,284,000
    
    
    
    144,000Cash and cash equivalents at beginning of period
    
    
    17,885,000
    
    
    
    8,601,000
    
    
    
    8,457,000Cash and cash equivalents at end of period
    
    $
    20,307,000
    
    
    $
    17,885,000
    
    
    $
    8,601,000
  42




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##### Table of Contents



Cedar Shopping Centers, Inc.
 
 Notes to Consolidated Financial Statements
 December 31, 2007
 Note 1. Organization and Basis of Preparation
     43




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
  Note 2. Summary of Significant Accounting Policies
  Real Estate Investments and Discontinued Operations
  Buildings and improvements
    
    40 yearsTenant improvements
    
    Over the lives of
the respective leases
    44




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
   2007
    
    
    2006
    
    
    2005Revenues:Rents
    
    $
    1,189,000
    
    
    $
    1,155,000
    
    
    $
    318,000Expense recoveries
    
    
    337,000
    
    
    
    317,000
    
    
    
    70,000Total revenues
    
    
    1,526,000
    
    
    
    1,472,000
    
    
    
    388,000Expenses:Operating, maintenance and management
    
    
    191,000
    
    
    
    121,000
    
    
    
    41,000Real estate and other property-related taxes
    
    
    298,000
    
    
    
    282,000
    
    
    
    67,000Depreciation and amortization
    
    
    110,000
    
    
    
    311,000
    
    
    
    86,000599,000
    
    
    
    714,000
    
    
    
    194,000Operating income
    
    
    927,000
    
    
    
    758,000
    
    
    
    194,000Limited partners interest
    
    
    (40,000
    )
    
    
    (38,000
    )
    
    
    (10,000
    )Income from discontinued operations
    
    $
    887,000
    
    
    $
    720,000
    
    
    $
    184,000
  45




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
  Intangible Lease Asset/Liability
      46




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
   2008
    
    $
    13,147,0002009
    
    
    11,561,0002010
    
    
    7,704,0002011
    
    
    6,159,0002012
    
    
    5,509,000Thereafter
    
    
    27,077,000$
    71,157,000
 Cash and Cash Equivalents
  Restricted Cash
  Rents and Other Receivables
  47




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
  Concentration of Credit Risk
    Other Assets
  2007
    
    
    2006Deposits
    
    $
    4,594,000
    
    
    $
    2,834,000Prepaid expenses
    
    
    4,493,000
    
    
    
    3,897,000Other
    
    
    691,000
    
    
    
    190,000$
    9,778,000
    
    
    $
    6,921,000
 Deferred Charges, Net
  48




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
 2007
    
    
    2006Deferred lease origination costs (i)
    
    $
    19,218,000
    
    
    $
    14,877,000Deferred financing costs (ii)
    
    
    7,941,000
    
    
    
    5,939,000Other deferred charges
    
    
    2,701,000
    
    
    
    1,452,000$
    29,860,000
    
    
    $
    22,268,000
 
 (i)
    
    Deferred lease origination costs include intangible lease assets resulting from purchase
accounting allocations of $13,954,000 and $11,350,000, respectively (not including $161,000
and $173,000, respectively, applicable to the property held for sale).(ii)
    
    Deferred financing costs are incurred in connection with the Companys secured
revolving credit facility and other long-term debt.  Deferredlease
    
    
    Deferredorigination
    
    
    financingcosts
    
    
    costsNon-amortizing (i)
    
    $
    112,000
    
    
    $
    713,0002008
    
    
    3,026,000
    
    
    
    1,882,0002009
    
    
    2,637,000
    
    
    
    1,810,0002010
    
    
    2,222,000
    
    
    
    806,0002011
    
    
    1,928,000
    
    
    
    703,0002012
    
    
    1,568,000
    
    
    
    636,000Thereafter
    
    
    7,725,000
    
    
    
    1,391,000$
    19,218,000
    
    
    $
    7,941,000
 
 (i)
    
    Represents (a) deferred lease origination costs applicable to leases with commencement
dates beginning after December 31, 2007, and (b) deferred financing costs applicable to
commitment fees/deposits relating to mortgage loans refinancings concluded after December
31, 2007. Income Taxes
   49




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
  Derivative Financial Instruments
  Fair Value of Financial Assets and Liabilities
   50




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
  Earnings Per Share
  Stock-Based Compensation
   51




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
  Years ended December 31,2007
    
    
    2006
    
    
    2005Restricted share grants
    
    
    186,000
    
    
    
    110,000
    
    
    
    84,000Average per-share grant price
    
    $
    14.44
    
    
    $
    15.07
    
    
    $
    14.43Recorded as deferred compensation, net
    
    $
    2,694,000
    
    
    $
    1,660,000
    
    
    $
    1,215,000Total charged to operations (as
adjusted to reflect
changes in the market price of the
Companys
common stock: $(848,000), $149,000
and $0,
respectively)
    
    $
    1,306,000
    
    
    $
    729,000
    
    
    $
    262,000Non-vested shares:Non-vested, beginning of period
    
    
    203,000
    
    
    
    96,000
    
    
    
    20,000Grants
    
    
    186,000
    
    
    
    110,000
    
    
    
    84,000Vested during period
    
    
    (9,000
    )
    
    
    (3,000
    )
    
    
    (8,000
    )Non-vested, end of period
    
    
    380,000
    
    
    
    203,000
    
    
    
    96,000Value of shares vested during the
period (based on grant price)
    
    $
    120,000
    
    
    $
    40,000
    
    
    $
    111,000
    52




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
 401(k) Retirement Plan
  Supplemental consolidated statement of cash flows information
 Years ended December 31,2007
    
    
    2006
    
    
    2005Supplemental disclosure of cash activities:Interest paid
    
    $
    41,023,000
    
    
    $
    35,336,000
    
    
    $
    17,607,000Supplemental disclosure of non-cash activities:Additions to deferred compensation plans
    
    
    2,694,000
    
    
    
    1,660,000
    
    
    
    1,215,000Assumption of mortgage loans payable
    
    
    (143,346,000
    )
    
    
    (63,807,000
    )
    
    
    (111,294,000
    )Issuance of OP Units
    
    
    (570,000
    )
    
    
    (6,689,000
    )
    
    
    (16,021,000
    )Conversion of OP Units into shares of common stock
    
    
    45,000
    
    
    
    
    
    
    
    1,245,000Purchase accounting allocations:Intangible lease assets
    
    
    34,781,000
    
    
    
    31,329,000
    
    
    
    36,969,000Intangible lease liabilities
    
    
    (28,889,000
    )
    
    
    (35,535,000
    )
    
    
    (6,845,000
    )Net valuation decreases (increases) in assumed
mortgage loans payable (a)
    
    
    191,000
    
    
    
    (484,000
    )
    
    
    (6,133,000
    )Other non-cash investing and financing activities:Accrued real estate improvement costs
    
    
    1,806,000
    
    
    
    (2,359,000
    )
    
    
    3,001,000Accrued construction escrows and other
    
    
    1,024,000
    
    
    
    
    
    
    
    1,600,000Capitalization of deferred financing costs
    
    
    393,000
    
    
    
    
    
    
    
    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 decreases (increases) in assumed mortgage loans payable result from adjusting
the contract rates of interest (ranging from 4.9% to 6.2% per annum in 2007, 5.4% to 7.3% per annum
in 2006, and from 5.5% to 8.0% per annum in 2005) to market rates of interest (ranging from 5.5% to
6.5% per annum in 2007, 5.4% to 6.0% per annum in 2006, and from 5.0% to 5.4% per annum in 2005).  53




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
  Recently-Issued Accounting Pronouncements
   Note 3. Common/Preferred Stock Issuances
  54




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
     Note 4. Real Estate
  55




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
 2007
    
    
    2006CostBalance, beginning of year (i)
    
    $
    1,230,402,000
    
    
    $
    969,440,000Deconsolidation of Red Lion joint
venture
    
    
    
    
    
    
    (19,889,000
    )Properties acquired
    
    
    321,915,000
    
    
    
    240,692,000Improvements and betterments
    
    
    33,244,000
    
    
    
    40,159,000Balance, end of year
    
    $
    1,585,561,000
    
    
    $
    1,230,402,000Accumulated depreciationBalance, beginning of year (i)
    
    $
    64,458,000
    
    
    $
    34,417,000Deconsolidation of Red Lion joint
venture
    
    
    
    
    
    
    (1,524,000
    )Depreciation expense
    
    
    38,677,000
    
    
    
    31,565,000Balance, end of year
    
    $
    103,135,000
    
    
    $
    64,458,000Net book value
    
    $
    1,482,426,000
    
    
    $
    1,165,944,000
 
 (i)
    
    The balances at the beginning of 2006 have been restated to reflect the reclassification of a
property as held for sale (cost of $11,516,000, accumulated depreciation of $82,000, and net book
value of $11,434,000).   Number of
    
    
    
    
    
    AcquisitionProperty
    
    properties
    
    GLA
    
    costWP Realty properties
    
    
    6
    
    
    
    866,000
    
    
    $
    125,754,000Caldwell properties
    
    
    5
    
    
    
    354,000
    
    
    
    92,926,000Carlls Corner/Timpany Plaza
    
    
    2
    
    
    
    314,000
    
    
    
    37,953,000Price Chopper
    
    
    1
    
    
    
    102,000
    
    
    
    21,941,00014
    
    
    
    1,636,000
    
    
    
    278,574,000Other operating properties (iii)
    
    
    6
    
    
    
    309,000
    
    
    
    40,066,000Total operating properties
    
    
    20
    
    
    
    1,945,000
    
    
    
    318,640,000Land held for development
    
    
    4
    
    
    17.87 acres
    
    
    3,275,000Total properties acquired
    
    
    
    
    
    
    
    
    
    $
    321,915,000
 56




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
  Number of
    
    
    
    AcquisitionProperty
    
    properties
    
    GLA
    
    costShore Mall (i)(ii)
    
    
    1
    
    
    
    621,000
    
    
    $
    45,048,000Shaws Plaza
    
    
    1
    
    
    
    177,000
    
    
    
    30,678,000Trexlertown Plaza (i)
    
    
    1
    
    
    
    241,000
    
    
    
    29,128,000Annie Land Plaza, Elmhurst
Square and Long Reach Village
    
    
    3
    
    
    
    214,000
    
    
    
    22,238,000Oakhurst Plaza
    
    
    1
    
    
    
    111,000
    
    
    
    22,715,0007
    
    
    
    1,364,000
    
    
    
    149,807,000Other operating properties (iii)
    
    
    6
    
    
    
    370,000
    
    
    
    58,399,000Total operating properties
    
    
    13
    
    
    
    1,734,000
    
    
    
    208,206,000Land held for development
    
    
    8
    
    
    179.41 acres
    
    
    32,486,000Total properties acquired (iv)
    
    
    
    
    
    
    
    
    
    $
    240,692,000
 
 (i)
    
    Excludes cost of undeveloped land parcels acquired as part of the transactions (separately
included in land held for development).(ii)
    
    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.(iii)
    
    The six properties acquired in each of 2007 and 2006, 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.(iv)
    
    In addition, the Company acquired a 49% interest in an unconsolidated joint venture,
which owns a single-tenant office property located in Philadelphia, PA. Joint Venture Arrangements
   57




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
  Pro Forma Financial Information (unaudited)
  2007
    
    2006Revenues
    
    $
    168,909,000
    
    
    $
    161,747,000Net income applicable to common shareholders
    
    $
    13,673,000
    
    
    $
    4,397,000Per common share:Basic
    
    $
    0.31
    
    
    $
    0.13Diluted
    
    $
    0.31
    
    
    $
    0.13Weighted average number of common shares outstanding:Basic
    
    
    44,193,000
    
    
    
    32,926,000Diluted
    
    
    44,197,000
    
    
    
    33,055,000
  Net bookDescription
    
    valueCollateral for mortgage loans payable
    
    $
    983,953,000Collateral for secured revolving credit facility (i)
    
    
    366,207,000Unencumbered properties
    
    
    132,266,000Total portfolio
    
    $
    1,482,426,000
 58




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
 
 (i)
    
    Does not include net book value of a property held for sale ($11,732,000) which is also
collateral for the Companys secured revolving credit facility. Note 5. Rentals Under Operating Leases
  2008
    
    $
    115,435,0002009
    
    
    108,991,0002010
    
    
    96,786,0002011
    
    
    87,174,0002012
    
    
    77,376,000Thereafter
    
    
    486,104,000$
    971,866,000
  Note 6. Mortgage Loans Payable and Secured Revolving Credit Facility
  At December 31, 2007
    
    At December 31, 2006Interest rates
    
    
    
    
    
    Interest ratesBalance
    
    Weighted
    
    
    
    
    
    Balance
    
    WeightedDescription
    
    outstanding
    
    average
    
    Range
    
    outstanding
    
    average
    
    RangeFixed-rate mortgages
    
    $
    656,320,000
    
    
    
    5.7
    %
    
    
    4.8% - 7.6
    %
    
    $
    494,764,000
    
    
    
    5.7
    %
    
    
    4.8% - 8.9
    %Variable-rate mortgage
    
    
    4,754,000
    
    
    
    7.7
    %
    
    
    7.7
    %
    
    
    4,839,000
    
    
    
    8.1
    %
    
    
    8.1
    %661,074,000
    
    
    
    5.7
    %
    
    
    
    
    
    
    499,603,000
    
    
    
    5.7
    %Secured revolving credit facility
    
    
    190,440,000
    
    
    
    6.2
    %
    
    
    
    
    
    
    68,470,000
    
    
    
    6.6
    %$
    851,514,000
    
    
    
    5.8
    %
    
    
    
    
    
    $
    568,073,000
    
    
    
    5.8
    %
 Mortgage loans payable
  2007
    
    
    2006Balance, beginning of year
    
    $
    499,603,000
    
    
    $
    380,311,000Deconsolidation of Red Lion joint venture
    
    
    
    
    
    
    (16,310,000
    )New mortgage borrowings
    
    
    34,493,000
    
    
    
    118,869,000Acquisition debt assumed (i)
    
    
    143,155,000
    
    
    
    64,291,000Repayments
    
    
    (16,177,000
    )
    
    
    (47,558,000
    )Balance, end of year
    
    $
    661,074,000
    
    
    $
    499,603,000
 59




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
 
 (i)
    
    Includes a net of $(191,000) and $484,000, respectively, of purchase accounting allocations.    2008
    
    $
    71,266,0002009
    
    
    9,148,0002010
    
    
    16,257,0002011
    
    
    63,998,0002012
    
    
    38,806,000Thereafter
    
    
    461,599,000$
    661,074,000
 Secured Revolving Credit Facility
  60




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
   Note 7. Commitments and Contingencies
      61




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##### Table of Contents



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
 Note 8. Selected Quarterly Financial Data (unaudited)
 Year
    
    March 31
    
    June 30
    
    September 30
    
    December 312007Revenues (i)
    
    $
    35,818,000
    
    
    $
    36,581,000
    
    
    $
    37,477,000
    
    
    $
    43,046,000Net income applicable to common shareholders
    
    
    3,655,000
    
    
    
    2,921,000
    
    
    
    3,925,000
    
    
    
    3,591,000Per common share (basic and diluted)
    
    $
    0.08
    
    
    $
    0.07
    
    
    $
    0.09
    
    
    $
    0.082006Revenues (i)
    
    $
    29,618,000
    
    
    $
    29,960,000
    
    
    $
    31,591,000
    
    
    $
    33,851,000Net income applicable to common shareholders
    
    
    1,000,000
    
    
    
    2,134,000
    
    
    
    1,785,000
    
    
    
    2,539,000Per common share (basic and diluted) (ii)
    
    $
    0.03
    
    
    $
    0.07
    
    
    $
    0.05
    
    
    $
    0.072005Revenues (i)
    
    $
    16,522,000
    
    
    $
    17,047,000
    
    
    $
    20,522,000
    
    
    $
    24,462,000Net income applicable to common shareholders
    
    
    1,354,000
    
    
    
    1,466,000
    
    
    
    1,752,000
    
    
    
    1,455,000Per common share (basic and diluted) (ii)
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.05
 
 (i)
    
    Revenues have been restated to reflect the reclassification of a property to held for sale;
results of operations for the property are classified as discontinued operations.(ii)
    
    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 9. Subsequent Events
     62




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Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
December 31, 2007
      63




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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
      64




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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 
 65




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##### Table of Contents



tem 9B. Other Information
  
 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 Accounting Fees and Services
  66




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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
    
    Articles of Incorporation of the Company, including all amendments and articles supplementary
previously filed, incorporated by reference to Exhibits 3.1.a and 3.1.b of Form 10-Q for the
quarterly period ended September 30, 2007.3.2
    
    By-laws of the Company, including all amendments previously filed, incorporated by reference
to Exhibit 3.2 of Form 8-K filed on November 28, 2007.3.3.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. , incorporated by reference to Exhibit 3.3.d of Form 10-K for the year ended December 31,
2006.10.1.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, 2004.10.1.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.
 67




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##### Table of Contents



Item
    
    Title or Description10.1.e*
    
    Amendment No. 4 to the Cedar Shopping Centers, Inc. Senior Executive Deferred Compensation
Plan, effective as of December 21, 2006, incorporated by reference to Exhibit 10.1.e of Form
10-K for the year ended December 31, 2006.10.1.f*
    
    Amendment No. 5 to the Cedar Shopping Centers, Inc. Senior Executive Deferred Compensation
Plan, effective as of December 11, 2007.10.2.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, incorporated by reference to Exhibit 10.2.b of Form 10-K
for the year ended December 31, 2006.10.2.c*
    
    Amendment No. 2 to the 2005 Cedar Shopping Centers, Inc. Deferred Compensation Plan,
effective as of December 11, 2007.10.3.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.a.iv*
    
    Amendment to Employment Agreement between Cedar Shopping Centers, Inc. and Leo S.
Ullman, dated as of May 1, 2007, incorporated by reference to Exhibit 10.1 of Form 8-K filed
on May 3, 2007.10.3.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, incorporated by reference to Exhibit 10.3.b.iv of Form
10-K for the year ended December 31, 2006.10.3.c.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.c.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.c.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.c.iv*
    
    Amendment to Employment Agreement between Cedar Shopping Centers, Inc. and Thomas B.
Richey, dated as of December 29, 2006, incorporated by reference to Exhibit 10.3.d.iv of Form
10-K for the year ended December 31, 2006.
 68




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##### Table of Contents



Item
    
    Title or Description10.3.d.i*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and Nancy Mozzachio, dated as
of August 1, 2003, incorporated by reference to Exhibit 10.3.e.i of Form 10-K for the year
ended December 31, 2006.10.3.d.ii*
    
    Amendment to Employment Agreement between Cedar Shopping Centers, Inc. and Nancy
Mozzachio, dated as of October 19, 2005, incorporated by reference to Exhibit 10.2 of Form 8-K
filed on April 6, 2007.10.3.d.iii*
    
    Amendment to Employment Agreement between Cedar Shopping Centers, Inc. and Nancy
Mozzachio, dated as of December 29, 2006, incorporated by reference to Exhibit 10.3.e.ii of
Form 10-K for the year ended December 31, 2006.10.3.e*
    
    Employment Agreement between Cedar Shopping Centers, Inc. and Lawrence E. Kreider, Jr.,
dated as of June 20, 2007, incorporated by reference to Exhibit 10.1 of Form 8-K filed on June
20, 2007.10.3.f*
    
    Consulting Agreement between Cedar Shopping Centers, Inc. and Thomas J. OKeeffe, dated as
of June 20, 2007, incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 20,
2007.10.4.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.
 69




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##### Table of Contents



Item
    
    Title or Description10.4.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, 2004.10.5.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, 2006.10.5.h
    
    Seventh Amendment to Loan Agreement, dated as of October 17, 2007.10.6.a
    
    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.b
    
    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.c
    
    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
    
    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, 2004.10.7.b
    
    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.c
    
    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.d
    
    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.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.
 70




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##### Table of Contents



Item
    
    Title or Description10.8.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, 2005.10.8.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, 2005.10.9.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, 2005.10.9.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, 2005.10.9.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, 2005.10.9.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, 2005.10.9.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, 2005.10.10
    
    Agreement Regarding Purchase of Partnership Interests By and Between Cedar Shopping Centers
Partnership, L.P. and Homburg Holdings (U.S.) Inc. dated as of March 26, 2007, incorporated by
reference to Exhibit 10.1 of Form 8-K filed on April 6, 2007.10.10.a
    
    First Amendment to Agreement Regarding Purchase of Partnership Interests dated as of June
29, 2007, incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 12, 2007.10.10.b
    
    Second Amendment to Agreement Regarding Purchase of Partnership Interests dated as of
October 31, 2007, incorporated by reference to Exhibit 10.2 of Form 8-K filed on December 12,
2007.10.11
    
    Voting Agreement dated February 13, 2008 among Cedar Shopping Centers, Inc., Inland American
Real Estate Trust, Inc., Inland Investment Advisors, Inc. Inland Real Estate Investment
Corporation and The Inland Group, Inc.21.1
    
    List of Subsidiaries of the Registrant23.1
    
    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 Certification
 71




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##### Table of Contents



Item
    
    Title or Description32.2
    
    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. 72




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##### Table of Contents



SIGNATURES
  CEDAR SHOPPING CENTERS, INC./s/ LEO S. ULLMAN

Leo S. Ullman
    
    
    
    
    
    /s/ LAWRENCE E. KREIDER, JR.

Lawrence E. Kreider, Jr.President and Chairman
    
    
    
    
    
    Chief Financial Officer(principal executive officer)
    
    
    
    
    
    (principal financial officer)/s/ GASPARE J. SAITTA, II

Gaspare J. Saitta, II
    
    
    
    
    
    /s/ JEFFREY L. GOLDBERG

Jeffrey L. GoldbergChief Accounting Officer
    
    
    
    
    
    Corporate Controller(principal accounting officer)March 13, 2008
  /s/ JAMES J. BURNS

James J. Burns
    
    
    
    /s/ RICHARD HOMBURG

Richard HomburgDirector
    
    
    
    Director/s/ PAUL G. KIRK, JR.

Paul G. Kirk, Jr.
    
    
    
    /s/ EVERETT B. MILLER, III

Everett B. Miller, IIIDirector
    
    
    
    Director/s/ LEO S. ULLMAN

Leo S. Ullman
    
    
    
    /s/ BRENDA J. WALKER

Brenda J. WalkerDirector
    
    
    
    Director/s/ROGER M. WIDMANN

Roger M. WidmannDirector
  73




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##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2007
 Gross amount at which carried atYear built/
    
    Gross
    
    Initial cost to the Company
    
    Subsequent
    
    December 31, 2007Year
    
    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
    
    
    
    152,068
    
    
    $
    2,406,000
    
    
    $
    9,623,000
    
    
    $
    1,059,000
    
    
    $
    2,406,000
    
    
    $
    10,682,000
    
    
    $
    13,088,000
    
    
    $
    1,690,000
    
    
    $
    9,770,000Annie Land Plaza
    
    VA
    
    
    2006
    
    
    
    100
    %
    
    
    1999
    
    
    
    42,500
    
    
    
    809,000
    
    
    
    3,857,000
    
    
    
    1,000
    
    
    
    809,000
    
    
    
    3,858,000
    
    
    
    4,667,000
    
    
    
    205,000
    
    
    
    (3
    )Camp Hill
    
    PA
    
    
    2002
    
    
    
    100
    %
    
    
    1958/2005
    
    
    
    459,730
    
    
    
    4,460,000
    
    
    
    17,857,000
    
    
    
    42,003,000
    
    
    
    4,424,000
    
    
    
    59,896,000
    
    
    
    64,320,000
    
    
    
    4,602,000
    
    
    
    65,000,000Carbondale Plaza
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    1972/2005
    
    
    
    129,915
    
    
    
    1,586,000
    
    
    
    7,289,000
    
    
    
    2,647,000
    
    
    
    1,586,000
    
    
    
    9,936,000
    
    
    
    11,522,000
    
    
    
    1,227,000
    
    
    
    5,328,000Carlls Corner
    
    NJ
    
    
    2007
    
    
    
    100
    %
    
    
    1960's-1999/2004
    
    
    
    129,582
    
    
    
    3,034,000
    
    
    
    15,303,000
    
    
    
    
    
    
    
    3,034,000
    
    
    
    15,303,000
    
    
    
    18,337,000
    
    
    
    47,000
    
    
    
    6,132,000Carmans Plaza
    
    NY
    
    
    2007
    
    
    
    100
    %
    
    
    1954/2007
    
    
    
    194,481
    
    
    
    8,539,000
    
    
    
    35,040,000
    
    
    
    (400,000
    )
    
    
    8,539,000
    
    
    
    34,640,000
    
    
    
    43,179,000
    
    
    
    311,000
    
    
    
    33,299,000Carrollton Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    40,480
    
    
    
    713,000
    
    
    
    3,316,000
    
    
    
    22,000
    
    
    
    713,000
    
    
    
    3,338,000
    
    
    
    4,051,000
    
    
    
    336,000
    
    
    
    2,410,000Centerville Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    49,287
    
    
    
    780,000
    
    
    
    3,607,000
    
    
    
    2,261,000
    
    
    
    1,219,000
    
    
    
    5,429,000
    
    
    
    6,648,000
    
    
    
    427,000
    
    
    
    2,890,000Circle Plaza
    
    PA
    
    
    2007
    
    
    
    100
    %
    
    
    1979/1991
    
    
    
    92,171
    
    
    
    561,000
    
    
    
    2,884,000
    
    
    
    
    
    
    
    561,000
    
    
    
    2,884,000
    
    
    
    3,445,000
    
    
    
    32,000Clyde Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    34,592
    
    
    
    451,000
    
    
    
    2,326,000
    
    
    
    1,110,000
    
    
    
    673,000
    
    
    
    3,214,000
    
    
    
    3,887,000
    
    
    
    265,000
    
    
    
    2,005,000Coliseum Marketplace
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1987/2005
    
    
    
    105,015
    
    
    
    2,924,000
    
    
    
    14,416,000
    
    
    
    3,392,000
    
    
    
    3,586,000
    
    
    
    17,146,000
    
    
    
    20,732,000
    
    
    
    1,720,000
    
    
    
    12,718,000Columbus Crossing
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    2001
    
    
    
    142,166
    
    
    
    4,579,000
    
    
    
    19,135,000
    
    
    
    114,000
    
    
    
    4,579,000
    
    
    
    19,249,000
    
    
    
    23,828,000
    
    
    
    2,313,000
    
    
    
    (3
    )CVS at Bradford
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1996
    
    
    
    10,722
    
    
    
    291,000
    
    
    
    1,466,000
    
    
    
    16,000
    
    
    
    291,000
    
    
    
    1,482,000
    
    
    
    1,773,000
    
    
    
    146,000
    
    
    
    944,000CVS at Celina
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1998
    
    
    
    10,195
    
    
    
    418,000
    
    
    
    1,967,000
    
    
    
    
    
    
    
    418,000
    
    
    
    1,967,000
    
    
    
    2,385,000
    
    
    
    165,000
    
    
    
    1,616,000CVS at Erie
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1997
    
    
    
    10,125
    
    
    
    399,000
    
    
    
    1,783,000
    
    
    
    
    
    
    
    399,000
    
    
    
    1,783,000
    
    
    
    2,182,000
    
    
    
    142,000
    
    
    
    1,304,000CVS at Kinderhook
    
    NY
    
    
    2006
    
    
    
    100
    %
    
    
    2007
    
    
    
    13,225
    
    
    
    1,678,000
    
    
    
    
    
    
    
    1,930,000
    
    
    
    2,492,000
    
    
    
    1,116,000
    
    
    
    3,608,000
    
    
    
    13,000CVS at Portage Trail
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1996
    
    
    
    10,722
    
    
    
    341,000
    
    
    
    1,603,000
    
    
    
    
    
    
    
    341,000
    
    
    
    1,603,000
    
    
    
    1,944,000
    
    
    
    138,000
    
    
    
    1,018,000CVS at Westfield
    
    NY
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    10,125
    
    
    
    339,000
    
    
    
    1,558,000
    
    
    
    1,000
    
    
    
    339,000
    
    
    
    1,559,000
    
    
    
    1,898,000
    
    
    
    120,000
    
    
    
    (3
    )Dover Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    38,409
    
    
    
    563,000
    
    
    
    2,790,000
    
    
    
    4,000
    
    
    
    563,000
    
    
    
    2,794,000
    
    
    
    3,357,000
    
    
    
    446,000
    
    
    
    2,193,000Elmhurst Square
    
    VA
    
    
    2006
    
    
    
    100
    %
    
    
    1961-1983
    
    
    
    66,250
    
    
    
    1,371,000
    
    
    
    5,994,000
    
    
    
    150,000
    
    
    
    1,371,000
    
    
    
    6,144,000
    
    
    
    7,515,000
    
    
    
    272,000
    
    
    
    4,181,000Enon Discount Drug Mart Plaza
    
    OH
    
    
    2007
    
    
    
    100
    %
    
    
    2005-2006
    
    
    
    42,876
    
    
    
    904,000
    
    
    
    3,424,000
    
    
    
    
    
    
    
    904,000
    
    
    
    3,424,000
    
    
    
    4,328,000
    
    
    
    Fairfield Plaza
    
    CT
    
    
    2005
    
    
    
    100
    %
    
    
    2001/2005
    
    
    
    72,279
    
    
    
    1,816,000
    
    
    
    7,891,000
    
    
    
    1,886,000
    
    
    
    2,202,000
    
    
    
    9,391,000
    
    
    
    11,593,000
    
    
    
    988,000
    
    
    
    5,283,000Fairview Commons
    
    PA
    
    
    2007
    
    
    
    100
    %
    
    
    1976/2003
    
    
    
    59,578
    
    
    
    858,000
    
    
    
    3,568,000
    
    
    
    60,000
    
    
    
    858,000
    
    
    
    3,628,000
    
    
    
    4,486,000
    
    
    
    189,000
    
    
    
    (3
    )Family Dollar at Zanesville
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    6,900
    
    
    
    82,000
    
    
    
    569,000
    
    
    
    2,000
    
    
    
    82,000
    
    
    
    571,000
    
    
    
    653,000
    
    
    
    160,000
    
    
    
    (3
    )FirstMerit Bank at Akron
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1996
    
    
    
    3,200
    
    
    
    169,000
    
    
    
    734,000
    
    
    
    3,000
    
    
    
    169,000
    
    
    
    737,000
    
    
    
    906,000
    
    
    
    69,000
    
    
    
    (3
    )FirstMerit Bank at Cuyahoga Falls
    
    OH
    
    
    2006
    
    
    
    100
    %
    
    
    1973/2003
    
    
    
    18,300
    
    
    
    264,000
    
    
    
    1,304,000
    
    
    
    
    
    
    
    264,000
    
    
    
    1,304,000
    
    
    
    1,568,000
    
    
    
    61,000
    
    
    
    (3
    )Franklin Village Plaza
    
    MA
    
    
    2004
    
    
    
    100
    %
    
    
    1987/2005
    
    
    
    301,519
    
    
    
    13,817,000
    
    
    
    58,204,000
    
    
    
    1,213,000
    
    
    
    13,817,000
    
    
    
    59,417,000
    
    
    
    73,234,000
    
    
    
    6,929,000
    
    
    
    43,500,000Gabriel Brothers Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1970's/2004
    
    
    
    83,740
    
    
    
    947,000
    
    
    
    3,691,000
    
    
    
    208,000
    
    
    
    947,000
    
    
    
    3,899,000
    
    
    
    4,846,000
    
    
    
    383,000
    
    
    
    3,160,000Gahanna Discount Drug Mart Plaza
    
    OH
    
    
    2006
    
    
    
    100
    %
    
    
    2003
    
    
    
    48,080
    
    
    
    1,379,000
    
    
    
    5,385,000
    
    
    
    1,727,000
    
    
    
    1,738,000
    
    
    
    6,753,000
    
    
    
    8,491,000
    
    
    
    362,000
    
    
    
    5,133,000General Booth Plaza
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1985
    
    
    
    73,320
    
    
    
    1,935,000
    
    
    
    9,493,000
    
    
    
    24,000
    
    
    
    1,935,000
    
    
    
    9,517,000
    
    
    
    11,452,000
    
    
    
    1,080,000
    
    
    
    5,663,000Gold Star Plaza
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    1988
    
    
    
    71,729
    
    
    
    1,644,000
    
    
    
    6,519,000
    
    
    
    (10,000
    )
    
    
    1,644,000
    
    
    
    6,509,000
    
    
    
    8,153,000
    
    
    
    435,000
    
    
    
    2,783,000Golden Triangle
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    1960/2005
    
    
    
    202,943
    
    
    
    2,320,000
    
    
    
    9,713,000
    
    
    
    9,394,000
    
    
    
    2,320,000
    
    
    
    19,107,000
    
    
    
    21,427,000
    
    
    
    2,140,000
    
    
    
    8,878,000Groton Shopping Center
    
    CT
    
    
    2007
    
    
    
    100
    %
    
    
    1969
    
    
    
    117,986
    
    
    
    3,070,000
    
    
    
    12,385,000
    
    
    
    1,000
    
    
    
    3,070,000
    
    
    
    12,386,000
    
    
    
    15,456,000
    
    
    
    244,000
    
    
    
    11,665,000Hamburg Commons
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    1988-1993
    
    
    
    99,580
    
    
    
    1,153,000
    
    
    
    4,678,000
    
    
    
    5,113,000
    
    
    
    1,153,000
    
    
    
    9,791,000
    
    
    
    10,944,000
    
    
    
    800,000
    
    
    
    5,324,000Hannaford Plaza
    
    MA
    
    
    2006
    
    
    
    100
    %
    
    
    1965/2006
    
    
    
    102,459
    
    
    
    1,874,000
    
    
    
    8,453,000
    
    
    
    142,000
    
    
    
    1,874,000
    
    
    
    8,595,000
    
    
    
    10,469,000
    
    
    
    427,000
    
    
    
    (3
    )Hilliard Discount Drug Mart Plaza
    
    OH
    
    
    2007
    
    
    
    100
    %
    
    
    2003
    
    
    
    40,988
    
    
    
    1,200,000
    
    
    
    3,977,000
    
    
    
    574,000
    
    
    
    1,200,000
    
    
    
    4,551,000
    
    
    
    5,751,000
    
    
    
    56,000Hills & Dales Discount Drug Mart Plaza
    
    OH
    
    
    2007
    
    
    
    100
    %
    
    
    1992-2007
    
    
    
    33,553
    
    
    
    786,000
    
    
    
    2,967,000
    
    
    
    
    
    
    
    786,000
    
    
    
    2,967,000
    
    
    
    3,753,000
    
    
    
    Hudson Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    32,259
    
    
    
    770,000
    
    
    
    3,535,000
    
    
    
    41,000
    
    
    
    770,000
    
    
    
    3,576,000
    
    
    
    4,346,000
    
    
    
    310,000
    
    
    
    2,544,000




---



##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2007
(continued)
 Gross amount at which carried atYear built/
    
    Gross
    
    Initial cost to the Company
    
    Subsequent
    
    
    
    
    
    December 31, 2007Year
    
    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)
    
    encumbranceJordan Lane
    
    CT
    
    
    2005
    
    
    
    100
    %
    
    
    1969/1991
    
    
    
    181,735
    
    
    
    4,291,000
    
    
    
    20,866,000
    
    
    
    254,000
    
    
    
    4,291,000
    
    
    
    21,120,000
    
    
    
    25,411,000
    
    
    
    1,603,000
    
    
    
    13,483,000Kempsville Crossing
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1985
    
    
    
    94,477
    
    
    
    2,207,000
    
    
    
    11,000,000
    
    
    
    111,000
    
    
    
    2,207,000
    
    
    
    11,111,000
    
    
    
    13,318,000
    
    
    
    1,254,000
    
    
    
    6,422,000Kenley Village
    
    MD
    
    
    2005
    
    
    
    100
    %
    
    
    1988
    
    
    
    51,894
    
    
    
    726,000
    
    
    
    3,512,000
    
    
    
    21,000
    
    
    
    726,000
    
    
    
    3,533,000
    
    
    
    4,259,000
    
    
    
    699,000
    
    
    
    (3
    )Kings Plaza
    
    MA
    
    
    2007
    
    
    
    100
    %
    
    
    1970/1994
    
    
    
    168,243
    
    
    
    2,413,000
    
    
    
    11,795,000
    
    
    
    (7,000
    )
    
    
    2,413,000
    
    
    
    11,788,000
    
    
    
    14,201,000
    
    
    
    134,000
    
    
    
    8,051,000Kingston Plaza
    
    NY
    
    
    2006
    
    
    
    100
    %
    
    
    2006
    
    
    
    18,337
    
    
    
    2,891,000
    
    
    
    
    
    
    
    2,345,000
    
    
    
    2,891,000
    
    
    
    2,345,000
    
    
    
    5,236,000
    
    
    
    68,000LA Fitness Facility
    
    PA
    
    
    2002
    
    
    
    100
    %
    
    
    2003
    
    
    
    41,000
    
    
    
    2,462,000
    
    
    
    
    
    
    
    5,176,000
    
    
    
    2,462,000
    
    
    
    5,176,000
    
    
    
    7,638,000
    
    
    
    505,000
    
    
    
    4,754,000Liberty Marketplace
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    68,200
    
    
    
    2,665,000
    
    
    
    12,639,000
    
    
    
    192,000
    
    
    
    2,695,000
    
    
    
    12,801,000
    
    
    
    15,496,000
    
    
    
    1,019,000
    
    
    
    9,865,000Lodi Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    38,576
    
    
    
    704,000
    
    
    
    3,393,000
    
    
    
    40,000
    
    
    
    704,000
    
    
    
    3,433,000
    
    
    
    4,137,000
    
    
    
    370,000
    
    
    
    2,443,000Long Reach Village
    
    MD
    
    
    2006
    
    
    
    100
    %
    
    
    1973/1998
    
    
    
    104,922
    
    
    
    1,721,000
    
    
    
    8,554,000
    
    
    
    116,000
    
    
    
    1,721,000
    
    
    
    8,670,000
    
    
    
    10,391,000
    
    
    
    527,000
    
    
    
    4,848,000McCormick Place
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1995
    
    
    
    46,000
    
    
    
    847,000
    
    
    
    4,022,000
    
    
    
    33,000
    
    
    
    847,000
    
    
    
    4,055,000
    
    
    
    4,902,000
    
    
    
    500,000
    
    
    
    2,683,000McDonalds/Waffle House at Medina
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    6,000
    
    
    
    737,000
    
    
    
    132,000
    
    
    
    
    
    
    
    737,000
    
    
    
    132,000
    
    
    
    869,000
    
    
    
    20,000
    
    
    
    (3
    )Mechanicsburg Giant
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    51,500
    
    
    
    2,709,000
    
    
    
    12,159,000
    
    
    
    
    
    
    
    2,709,000
    
    
    
    12,159,000
    
    
    
    14,868,000
    
    
    
    805,000
    
    
    
    10,205,000Oak Ridge
    
    VA
    
    
    2006
    
    
    
    100
    %
    
    
    2000
    
    
    
    38,700
    
    
    
    960,000
    
    
    
    4,254,000
    
    
    
    17,000
    
    
    
    960,000
    
    
    
    4,271,000
    
    
    
    5,231,000
    
    
    
    158,000
    
    
    
    3,554,000Oakhurst Plaza
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    1980/2001
    
    
    
    111,869
    
    
    
    4,539,000
    
    
    
    18,177,000
    
    
    
    10,000
    
    
    
    4,539,000
    
    
    
    18,187,000
    
    
    
    22,726,000
    
    
    
    933,000
    
    
    
    (3
    )Oakland Commons
    
    CT
    
    
    2007
    
    
    
    100
    %
    
    
    1962/1995
    
    
    
    89,850
    
    
    
    2,504,000
    
    
    
    15,662,000
    
    
    
    15,000
    
    
    
    2,504,000
    
    
    
    15,677,000
    
    
    
    18,181,000
    
    
    
    431,000
    
    
    
    (3
    )Oakland Mills
    
    MD
    
    
    2005
    
    
    
    100
    %
    
    
    1960's/2004
    
    
    
    58,224
    
    
    
    1,611,000
    
    
    
    6,292,000
    
    
    
    20,000
    
    
    
    1,611,000
    
    
    
    6,312,000
    
    
    
    7,923,000
    
    
    
    737,000
    
    
    
    5,069,000Ontario Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    38,623
    
    
    
    809,000
    
    
    
    3,643,000
    
    
    
    11,000
    
    
    
    809,000
    
    
    
    3,654,000
    
    
    
    4,463,000
    
    
    
    355,000
    
    
    
    2,255,000Palmyra Shopping Center
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1960/1995
    
    
    
    112,108
    
    
    
    1,488,000
    
    
    
    6,566,000
    
    
    
    12,000
    
    
    
    1,488,000
    
    
    
    6,578,000
    
    
    
    8,066,000
    
    
    
    679,000
    
    
    
    (3
    )Pickerington Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    47,810
    
    
    
    1,186,000
    
    
    
    5,396,000
    
    
    
    679,000
    
    
    
    1,305,000
    
    
    
    5,956,000
    
    
    
    7,261,000
    
    
    
    541,000
    
    
    
    4,294,000Pine Grove Plaza
    
    NJ
    
    
    2003
    
    
    
    100
    %
    
    
    2001/2002
    
    
    
    79,306
    
    
    
    1,622,000
    
    
    
    6,489,000
    
    
    
    9,000
    
    
    
    1,622,000
    
    
    
    6,498,000
    
    
    
    8,120,000
    
    
    
    774,000
    
    
    
    5,997,000Polaris Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2001
    
    
    
    50,283
    
    
    
    1,242,000
    
    
    
    5,816,000
    
    
    
    16,000
    
    
    
    1,242,000
    
    
    
    5,832,000
    
    
    
    7,074,000
    
    
    
    715,000
    
    
    
    4,602,000Pondside Plaza
    
    NY
    
    
    2005
    
    
    
    100
    %
    
    
    2003
    
    
    
    19,340
    
    
    
    365,000
    
    
    
    1,612,000
    
    
    
    5,000
    
    
    
    365,000
    
    
    
    1,617,000
    
    
    
    1,982,000
    
    
    
    180,000
    
    
    
    1,193,000Port Richmond Village
    
    PA
    
    
    2001
    
    
    
    100
    %
    
    
    1988
    
    
    
    154,908
    
    
    
    2,942,000
    
    
    
    11,769,000
    
    
    
    606,000
    
    
    
    2,942,000
    
    
    
    12,375,000
    
    
    
    15,317,000
    
    
    
    1,929,000
    
    
    
    10,584,000Powell Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2001
    
    
    
    51,332
    
    
    
    1,384,000
    
    
    
    6,121,000
    
    
    
    34,000
    
    
    
    1,384,000
    
    
    
    6,155,000
    
    
    
    7,539,000
    
    
    
    649,000
    
    
    
    4,409,000Price Chopper Plaza
    
    MA
    
    
    2007
    
    
    
    100
    %
    
    
    1960's-2004
    
    
    
    101,824
    
    
    
    3,551,000
    
    
    
    18,390,000
    
    
    
    32,000
    
    
    
    3,551,000
    
    
    
    18,422,000
    
    
    
    21,973,000
    
    
    
    100,000Rite Aid at Massillon
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    1999
    
    
    
    10,125
    
    
    
    442,000
    
    
    
    2,014,000
    
    
    
    
    
    
    
    442,000
    
    
    
    2,014,000
    
    
    
    2,456,000
    
    
    
    158,000
    
    
    
    1,624,000River View Plaza I, II and III
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    1991/1998
    
    
    
    244,225
    
    
    
    9,718,000
    
    
    
    40,356,000
    
    
    
    3,475,000
    
    
    
    9,718,000
    
    
    
    43,831,000
    
    
    
    53,549,000
    
    
    
    5,271,000
    
    
    
    (3
    )Shaws Plaza
    
    MA
    
    
    2006
    
    
    
    100
    %
    
    
    1968/1998
    
    
    
    176,609
    
    
    
    5,780,000
    
    
    
    24,898,000
    
    
    
    224,000
    
    
    
    5,780,000
    
    
    
    25,122,000
    
    
    
    30,902,000
    
    
    
    1,235,000
    
    
    
    13,937,000Shelby Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    36,596
    
    
    
    671,000
    
    
    
    3,264,000
    
    
    
    12,000
    
    
    
    671,000
    
    
    
    3,276,000
    
    
    
    3,947,000
    
    
    
    386,000
    
    
    
    2,255,000Shoppes at Salem Run
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    2005
    
    
    
    15,100
    
    
    
    1,076,000
    
    
    
    4,253,000
    
    
    
    10,000
    
    
    
    1,076,000
    
    
    
    4,263,000
    
    
    
    5,339,000
    
    
    
    250,000
    
    
    
    (3
    )Shore Mall
    
    NJ
    
    
    2006
    
    
    
    100
    %
    
    
    1960/1980
    
    
    
    609,797
    
    
    
    7,179,000
    
    
    
    37,868,000
    
    
    
    1,199,000
    
    
    
    7,179,000
    
    
    
    39,067,000
    
    
    
    46,246,000
    
    
    
    2,440,000
    
    
    
    32,070,000Smithfield Plaza
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1988
    
    
    
    45,544
    
    
    
    1,049,000
    
    
    
    5,220,000
    
    
    
    
    
    
    
    1,049,000
    
    
    
    5,220,000
    
    
    
    6,269,000
    
    
    
    494,000
    
    
    
    3,617,000South Philadelphia
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    1950/2003
    
    
    
    283,415
    
    
    
    8,222,000
    
    
    
    35,907,000
    
    
    
    2,334,000
    
    
    
    8,222,000
    
    
    
    38,241,000
    
    
    
    46,463,000
    
    
    
    5,145,000
    
    
    
    (3
    )St. James Square
    
    MD
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    39,903
    
    
    
    688,000
    
    
    
    3,838,000
    
    
    
    523,000
    
    
    
    688,000
    
    
    
    4,361,000
    
    
    
    5,049,000
    
    
    
    481,000
    
    
    
    (3
    )Staples at Oswego
    
    NY
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    23,884
    
    
    
    635,000
    
    
    
    2,991,000
    
    
    
    9,000
    
    
    
    635,000
    
    
    
    3,000,000
    
    
    
    3,635,000
    
    
    
    293,000
    
    
    
    2,320,000Suffolk Plaza
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1984
    
    
    
    67,216
    
    
    
    1,402,000
    
    
    
    7,236,000
    
    
    
    
    
    
    
    1,402,000
    
    
    
    7,236,000
    
    
    
    8,638,000
    
    
    
    734,000
    
    
    
    4,862,000Sunset Crossing
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    2002
    
    
    
    74,142
    
    
    
    2,150,000
    
    
    
    8,980,000
    
    
    
    88,000
    
    
    
    2,150,000
    
    
    
    9,068,000
    
    
    
    11,218,000
    
    
    
    1,063,000
    
    
    
    (3
    )Swede Square
    
    PA
    
    
    2003
    
    
    
    100
    %
    
    
    1980/2004
    
    
    
    98,792
    
    
    
    2,268,000
    
    
    
    6,232,000
    
    
    
    2,469,000
    
    
    
    2,268,000
    
    
    
    8,701,000
    
    
    
    10,969,000
    
    
    
    1,540,000
    
    
    
    (3
    )The Brickyard
    
    CT
    
    
    2004
    
    
    
    100
    %
    
    
    1990
    
    
    
    274,553
    
    
    
    6,465,000
    
    
    
    28,281,000
    
    
    
    433,000
    
    
    
    6,465,000
    
    
    
    28,714,000
    
    
    
    35,179,000
    
    
    
    3,427,000
    
    
    
    (3
    )




---



##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2007
(continued)
 Gross amount at which carried atYear built/
    
    Gross
    
    Initial cost to the Company
    
    Subsequent
    
    
    
    
    
    December 31, 2007Year
    
    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)
    
    encumbranceThe Commons
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    2003
    
    
    
    175,121
    
    
    
    3,098,000
    
    
    
    14,047,000
    
    
    
    26,000
    
    
    
    3,098,000
    
    
    
    14,073,000
    
    
    
    17,171,000
    
    
    
    2,140,000
    
    
    
    (3
    )The Point
    
    PA
    
    
    2000
    
    
    
    100
    %
    
    
    1972/2001
    
    
    
    250,697
    
    
    
    2,700,000
    
    
    
    10,800,000
    
    
    
    11,435,000
    
    
    
    2,996,000
    
    
    
    21,939,000
    
    
    
    24,935,000
    
    
    
    4,061,000
    
    
    
    18,175,000The Point at Carlisle Plaza
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1965/1984
    
    
    
    182,859
    
    
    
    2,233,000
    
    
    
    11,105,000
    
    
    
    103,000
    
    
    
    2,233,000
    
    
    
    11,208,000
    
    
    
    13,441,000
    
    
    
    1,225,000
    
    
    
    (3
    )The Shops at Suffolk Downs
    
    MA
    
    
    2005
    
    
    
    100
    %
    
    
    2005
    
    
    
    85,829
    
    
    
    3,564,000
    
    
    
    11,089,000
    
    
    
    41,000
    
    
    
    3,564,000
    
    
    
    11,130,000
    
    
    
    14,694,000
    
    
    
    788,000
    
    
    
    (3
    )Timpany Plaza
    
    MA
    
    
    2007
    
    
    
    100
    %
    
    
    1970's-1989
    
    
    
    183,775
    
    
    
    3,412,000
    
    
    
    16,205,000
    
    
    
    (1,000
    )
    
    
    3,412,000
    
    
    
    16,204,000
    
    
    
    19,616,000
    
    
    
    52,000
    
    
    
    8,725,000Trexler Mall
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1973/2004
    
    
    
    339,363
    
    
    
    6,932,000
    
    
    
    31,661,000
    
    
    
    586,000
    
    
    
    6,932,000
    
    
    
    32,247,000
    
    
    
    39,179,000
    
    
    
    2,209,000
    
    
    
    22,328,000Ukrops at Fredericksburg
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1997
    
    
    
    63,000
    
    
    
    3,213,000
    
    
    
    12,758,000
    
    
    
    
    
    
    
    3,213,000
    
    
    
    12,758,000
    
    
    
    15,971,000
    
    
    
    777,000
    
    
    
    (3
    )Ukrops at Glen Allen
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    2000
    
    
    
    43,000
    
    
    
    6,769,000
    
    
    
    213,000
    
    
    
    
    
    
    
    6,769,000
    
    
    
    213,000
    
    
    
    6,982,000
    
    
    
    104,000
    
    
    
    (3
    )Valley Plaza
    
    MD
    
    
    2003
    
    
    
    100
    %
    
    
    1975/1994
    
    
    
    191,189
    
    
    
    1,950,000
    
    
    
    7,766,000
    
    
    
    267,000
    
    
    
    1,950,000
    
    
    
    8,033,000
    
    
    
    9,983,000
    
    
    
    911,000
    
    
    
    (3
    )Virginia Center Commons
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    2002
    
    
    
    9,763
    
    
    
    992,000
    
    
    
    3,860,000
    
    
    
    
    
    
    
    992,000
    
    
    
    3,860,000
    
    
    
    4,852,000
    
    
    
    302,000
    
    
    
    (3
    )Virginia Little Creek
    
    VA
    
    
    2005
    
    
    
    100
    %
    
    
    1996/2001
    
    
    
    69,620
    
    
    
    1,650,000
    
    
    
    8,350,000
    
    
    
    
    
    
    
    1,650,000
    
    
    
    8,350,000
    
    
    
    10,000,000
    
    
    
    779,000
    
    
    
    5,638,000Wal-Mart Center
    
    CT
    
    
    2003
    
    
    
    100
    %
    
    
    1972/2000
    
    
    
    155,739
    
    
    
    
    
    
    
    11,834,000
    
    
    
    14,000
    
    
    
    
    
    
    
    11,848,000
    
    
    
    11,848,000
    
    
    
    1,285,000
    
    
    
    5,991,000Washington Center Shoppes
    
    NJ
    
    
    2001
    
    
    
    100
    %
    
    
    1979/1995
    
    
    
    157,290
    
    
    
    2,061,000
    
    
    
    7,314,000
    
    
    
    2,735,000
    
    
    
    2,061,000
    
    
    
    10,049,000
    
    
    
    12,110,000
    
    
    
    1,526,000
    
    
    
    8,800,000West Bridgewater
    
    MA
    
    
    2007
    
    
    
    100
    %
    
    
    1970/2007
    
    
    
    135,449
    
    
    
    2,823,000
    
    
    
    14,901,000
    
    
    
    (101,000
    )
    
    
    2,823,000
    
    
    
    14,800,000
    
    
    
    17,623,000
    
    
    
    131,000
    
    
    
    10,888,000Westlake Discount Drug Mart Plaza
    
    OH
    
    
    2005
    
    
    
    100
    %
    
    
    2005
    
    
    
    55,775
    
    
    
    1,004,000
    
    
    
    3,905,000
    
    
    
    
    
    
    
    1,004,000
    
    
    
    3,905,000
    
    
    
    4,909,000
    
    
    
    230,000
    
    
    
    3,304,000Yorktowne Plaza
    
    MD
    
    
    2007
    
    
    
    100
    %
    
    
    1970/2000
    
    
    
    158,982
    
    
    
    5,940,000
    
    
    
    25,402,000
    
    
    
    (28,000
    )
    
    
    5,940,000
    
    
    
    25,374,000
    
    
    
    31,314,000
    
    
    
    345,000
    
    
    
    21,040,000Total Wholly-Owned Stabilized
Properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,235,462
    
    
    
    215,892,000
    
    
    
    899,111,000
    
    
    
    110,288,000
    
    
    
    219,183,000
    
    
    
    1,006,108,000
    
    
    
    1,225,291,000
    
    
    
    84,717,000
    
    
    
    515,026,000Properties Owned in Joint Venture: (2)Homburg Joint Venture:Aston Center
    
    PA
    
    
    2007
    
    
    
    20
    %
    
    
    2005
    
    
    
    55,000
    
    
    
    4,319,000
    
    
    
    17,070,000
    
    
    
    
    
    
    
    4,319,000
    
    
    
    17,070,000
    
    
    
    21,389,000
    
    
    
    355,000
    
    
    
    13,252,000Ayr Town Center
    
    PA
    
    
    2007
    
    
    
    20
    %
    
    
    2005
    
    
    
    55,600
    
    
    
    2,442,000
    
    
    
    9,748,000
    
    
    
    
    
    
    
    2,442,000
    
    
    
    9,748,000
    
    
    
    12,190,000
    
    
    
    229,000
    
    
    
    7,467,000Fieldstone Marketplace
    
    MA
    
    
    2005
    
    
    
    20
    %
    
    
    1988/2003
    
    
    
    193,970
    
    
    
    5,229,000
    
    
    
    21,440,000
    
    
    
    (5,000
    )
    
    
    5,229,000
    
    
    
    21,435,000
    
    
    
    26,664,000
    
    
    
    1,634,000
    
    
    
    19,333,000Meadows Marketplace
    
    PA
    
    
    2004
    
    
    
    20
    %
    
    
    2005
    
    
    
    89,138
    
    
    
    1,914,000
    
    
    
    
    
    
    
    11,246,000
    
    
    
    1,914,000
    
    
    
    11,246,000
    
    
    
    13,160,000
    
    
    
    584,000
    
    
    
    10,627,000Parkway Plaza
    
    PA
    
    
    2007
    
    
    
    20
    %
    
    
    1998-2002
    
    
    
    106,628
    
    
    
    4,647,000
    
    
    
    19,420,000
    
    
    
    1,000
    
    
    
    4,647,000
    
    
    
    19,421,000
    
    
    
    24,068,000
    
    
    
    486,000
    
    
    
    14,300,000Pennsboro Commons
    
    PA
    
    
    2005
    
    
    
    20
    %
    
    
    1999
    
    
    
    108,584
    
    
    
    3,608,000
    
    
    
    14,254,000
    
    
    
    71,000
    
    
    
    3,608,000
    
    
    
    14,325,000
    
    
    
    17,933,000
    
    
    
    1,171,000
    
    
    
    11,280,000Scott Town Center
    
    PA
    
    
    2007
    
    
    
    20
    %
    
    
    2004
    
    
    
    67,933
    
    
    
    2,959,000
    
    
    
    11,800,000
    
    
    
    
    
    
    
    2,959,000
    
    
    
    11,800,000
    
    
    
    14,759,000
    
    
    
    294,000
    
    
    
    8,903,000Spring Meadow Shopping Center
    
    PA
    
    
    2007
    
    
    
    20
    %
    
    
    2004
    
    
    
    67,850
    
    
    
    4,111,000
    
    
    
    16,410,000
    
    
    
    18,000
    
    
    
    4,111,000
    
    
    
    16,428,000
    
    
    
    20,539,000
    
    
    
    358,000
    
    
    
    13,176,000Stonehedge Square
    
    PA
    
    
    2006
    
    
    
    20
    %
    
    
    1990/2006
    
    
    
    88,677
    
    
    
    2,732,000
    
    
    
    11,614,000
    
    
    
    (18,000
    )
    
    
    2,698,000
    
    
    
    11,630,000
    
    
    
    14,328,000
    
    
    
    634,000
    
    
    
    8,700,000833,380
    
    
    
    31,961,000
    
    
    
    121,756,000
    
    
    
    11,313,000
    
    
    
    31,927,000
    
    
    
    133,103,000
    
    
    
    165,030,000
    
    
    
    5,745,000
    
    
    
    107,038,000Kimco Joint Venture:Fairview Plaza
    
    PA
    
    
    2003
    
    
    
    30
    %
    
    
    1992
    
    
    
    69,579
    
    
    
    1,811,000
    
    
    
    7,272,000
    
    
    
    216,000
    
    
    
    1,811,000
    
    
    
    7,488,000
    
    
    
    9,299,000
    
    
    
    935,000
    
    
    
    5,680,000Halifax Plaza
    
    PA
    
    
    2003
    
    
    
    30
    %
    
    
    1994
    
    
    
    54,150
    
    
    
    1,102,000
    
    
    
    4,609,000
    
    
    
    90,000
    
    
    
    1,102,000
    
    
    
    4,699,000
    
    
    
    5,801,000
    
    
    
    577,000
    
    
    
    3,830,000Loyal Plaza
    
    PA
    
    
    2002
    
    
    
    25
    %
    
    
    1969/2000
    
    
    
    293,825
    
    
    
    3,853,000
    
    
    
    15,620,000
    
    
    
    1,602,000
    
    
    
    3,853,000
    
    
    
    17,222,000
    
    
    
    21,075,000
    
    
    
    2,649,000
    
    
    
    13,021,000Newport Plaza
    
    PA
    
    
    2003
    
    
    
    30
    %
    
    
    1996
    
    
    
    66,789
    
    
    
    1,316,000
    
    
    
    5,320,000
    
    
    
    251,000
    
    
    
    1,316,000
    
    
    
    5,571,000
    
    
    
    6,887,000
    
    
    
    672,000
    
    
    
    4,909,000484,343
    
    
    
    8,082,000
    
    
    
    32,821,000
    
    
    
    2,159,000
    
    
    
    8,082,000
    
    
    
    34,980,000
    
    
    
    43,062,000
    
    
    
    4,833,000
    
    
    
    27,440,000Total Consolidated Joint Ventures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,317,723
    
    
    
    40,043,000
    
    
    
    154,577,000
    
    
    
    13,472,000
    
    
    
    40,009,000
    
    
    
    168,083,000
    
    
    
    208,092,000
    
    
    
    10,578,000
    
    
    
    134,478,000Total Stabilized Properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,553,185
    
    
    
    255,935,000
    
    
    
    1,053,688,000
    
    
    
    123,760,000
    
    
    
    259,192,000
    
    
    
    1,174,191,000
    
    
    
    1,433,383,000
    
    
    
    95,295,000
    
    
    
    649,504,000




---



##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2007
(continued)
 Gross amount at which carried atYear built/
    
    
    Gross
    
    
    Initial cost to the Company
    
    
    Subsequent
    
    
    
    
    
    
    December 31, 2007Year
    
    
    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):Columbia Mall
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1988
    
    
    
    350,703
    
    
    
    2,855,000
    
    
    
    15,600,000
    
    
    
    1,050,000
    
    
    
    2,855,000
    
    
    
    16,650,000
    
    
    
    19,505,000
    
    
    
    1,330,000Dunmore Shopping Center
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1962/1997
    
    
    
    101,000
    
    
    
    565,000
    
    
    
    2,203,000
    
    
    
    40,000
    
    
    
    565,000
    
    
    
    2,243,000
    
    
    
    2,808,000
    
    
    
    245,000East Chestnut
    
    PA
    
    
    2005
    
    
    
    100
    %
    
    
    1996
    
    
    
    21,180
    
    
    
    800,000
    
    
    
    3,699,000
    
    
    
    
    
    
    
    800,000
    
    
    
    3,699,000
    
    
    
    4,499,000
    
    
    
    509,000
    
    
    
    2,186,000Grove City Discount Drug Mart Plaza
    
    OH
    
    
    2007
    
    
    
    100
    %
    
    
    2005
    
    
    
    40,848
    
    
    
    874,000
    
    
    
    3,394,000
    
    
    
    
    
    
    
    874,000
    
    
    
    3,394,000
    
    
    
    4,268,000
    
    
    
    80,000Huntingdon Plaza
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    1972 - 2003
    
    
    
    151,697
    
    
    
    933,000
    
    
    
    4,129,000
    
    
    
    968,000
    
    
    
    933,000
    
    
    
    5,097,000
    
    
    
    6,030,000
    
    
    
    495,000Lake Raystown Plaza
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    1995
    
    
    
    145,727
    
    
    
    2,231,000
    
    
    
    6,735,000
    
    
    
    8,071,000
    
    
    
    2,231,000
    
    
    
    14,806,000
    
    
    
    17,037,000
    
    
    
    1,313,000
    
    
    
    (3
    )Townfair Center
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    2002
    
    
    
    203,531
    
    
    
    3,022,000
    
    
    
    13,786,000
    
    
    
    472,000
    
    
    
    3,022,000
    
    
    
    14,258,000
    
    
    
    17,280,000
    
    
    
    2,165,000
    
    
    
    9,384,000Trexlertown Plaza
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    1990/2005
    
    
    
    241,381
    
    
    
    5,262,000
    
    
    
    23,867,000
    
    
    
    790,000
    
    
    
    5,262,000
    
    
    
    24,657,000
    
    
    
    29,919,000
    
    
    
    1,407,000
    
    
    
    (3
    )Value City Shopping Center
    
    MI
    
    
    2005
    
    
    
    100
    %
    
    
    1950's/2003
    
    
    
    117,000
    
    
    
    189,000
    
    
    
    1,323,000
    
    
    
    1,000,000
    
    
    
    360,000
    
    
    
    2,152,000
    
    
    
    2,512,000
    
    
    
    234,000Total Non-Stabilized Properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,373,067
    
    
    
    16,731,000
    
    
    
    74,736,000
    
    
    
    12,391,000
    
    
    
    16,902,000
    
    
    
    86,956,000
    
    
    
    103,858,000
    
    
    
    7,778,000
    
    
    
    11,570,000Total Operating Portfolio
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,926,252
    
    
    
    272,666,000
    
    
    
    1,128,424,000
    
    
    
    136,151,000
    
    
    
    276,094,000
    
    
    
    1,261,147,000
    
    
    
    1,537,241,000
    
    
    
    103,073,000
    
    
    
    661,074,000Land Held For Development:Bergstrasse
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,640,000
    
    
    
    
    
    
    
    83,000
    
    
    
    1,640,000
    
    
    
    83,000
    
    
    
    1,723,000
    
    
    
    Blue Mountain Commons
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    13,742,000
    
    
    
    
    
    
    
    2,574,000
    
    
    
    14,065,000
    
    
    
    2,251,000
    
    
    
    16,316,000
    
    
    
    Columbia Mall
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,466,000
    
    
    
    
    
    
    
    273,000
    
    
    
    1,466,000
    
    
    
    273,000
    
    
    
    1,739,000
    
    
    
    Halifax Plaza
    
    PA
    
    
    2004
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,107,000
    
    
    
    
    
    
    
    1,350,000
    
    
    
    1,503,000
    
    
    
    954,000
    
    
    
    2,457,000
    
    
    
    Liberty Marketplace
    
    PA
    
    
    2007
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,564,000
    
    
    
    
    
    
    
    2,000
    
    
    
    1,564,000
    
    
    
    2,000
    
    
    
    1,566,000
    
    
    
    Pine Grove Plaza
    
    NJ
    
    
    2003
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    388,000
    
    
    
    
    
    
    
    15,000
    
    
    
    388,000
    
    
    
    15,000
    
    
    
    403,000
    
    
    
    Shore Mall
    
    NJ
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    2,018,000
    
    
    
    
    
    
    
    
    
    
    
    2,018,000
    
    
    
    0
    
    
    
    2,018,000
    
    
    
    The Brickyard
    
    CT
    
    
    2007
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,167,000
    
    
    
    
    
    
    
    21,000
    
    
    
    1,167,000
    
    
    
    21,000
    
    
    
    1,188,000
    
    
    
    The Shops at Suffolk Downs
    
    MA
    
    
    2005
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    4,016,000
    
    
    
    
    
    
    
    599,000
    
    
    
    4,016,000
    
    
    
    599,000
    
    
    
    4,615,000
    
    
    
    Trexlertown Plaza
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    8,087,000
    
    
    
    
    
    
    
    1,013,000
    
    
    
    8,087,000
    
    
    
    1,013,000
    
    
    
    9,100,000
    
    
    
    Trindle Spring
    
    PA
    
    
    2006
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    1,028,000
    
    
    
    
    
    
    
    265,000
    
    
    
    1,148,000
    
    
    
    145,000
    
    
    
    1,293,000
    
    
    
    Upland Square
    
    PA
    
    
    2007
    
    
    
    60
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    5,158,000
    
    
    
    
    
    
    
    5,158,000
    
    
    
    5,158,000
    
    
    
    Various projects in progress
    
    
    N/A
    
    
    
    2007
    
    
    
    100
    %
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    744,000
    
    
    
    
    
    
    
    744,000
    
    
    
    744,000
    
    
    
    62,000Total Land Held For Development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    36,223,000
    
    
    
    
    
    
    
    12,097,000
    
    
    
    37,062,000
    
    
    
    11,258,000
    
    
    
    48,320,000
    
    
    
    62,000
    
    
    
    Total Carrying Value
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,926,252
    
    
    $
    308,889,000
    
    
    $
    1,128,424,000
    
    
    $
    148,248,000
    
    
    $
    313,156,000
    
    
    $
    1,272,405,000
    
    
    $
    1,585,561,000
    
    
    $
    103,135,000
    
    
    $
    661,074,000Property Held For Sale
    
    MI
    
    
    2005
    
    
    
    100
    %
    
    
    1960's/2003
    
    
    
    77,688
    
    
    $
    2,341,000
    
    
    $
    9,175,000
    
    
    $
    702,000
    
    
    $
    2,443,000
    
    
    $
    9,775,000
    
    
    $
    12,218,000
    
    
    $
    486,000
    
    
    
    (3
    )Unconsolidated Joint Venture (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,757,000




---



##### Table of Contents



CEDAR SHOPPING CENTERS, INC.
SCHEDULE III
Real Estate and Accumulated Depreciation
Year Ended December 31, 2007
(continued)
  2007
    
    
    2006
    
    
    2005CostBalance, beginning of year
    
    $
    1,230,402,000
    
    
    $
    969,440,000
    
    
    $
    521,352,000Deconsolidation of Red Lion joint venture
    
    
    
    
    
    
    (19,889,000
    )
    
    
    Properties acquired
    
    
    321,915,000
    
    
    
    240,692,000
    
    
    
    407,635,000Improvements and betterments
    
    
    33,244,000
    
    
    
    40,159,000
    
    
    
    40,843,000Write-off of fully depreciated assets
    
    
    
    
    
    
    
    
    
    
    (390,000
    )Balance, end of year
    
    $
    1,585,561,000
    
    
    $
    1,230,402,000
    
    
    $
    969,440,000Accumulated depreciationBalance, beginning of year
    
    $
    64,458,000
    
    
    $
    34,417,000
    
    
    $
    16,027,000Deconsolidation of Red Lion joint venture
    
    
    
    
    
    
    (1,524,000
    )
    
    
    Depreciation expense
    
    
    38,677,000
    
    
    
    31,565,000
    
    
    
    18,780,000Write-off of fully depreciated assets
    
    
    
    
    
    
    
    
    
    
    (390,000
    )Balance, end of year
    
    $
    103,135,000
    
    
    $
    64,458,000
    
    
    $
    34,417,000Net book value
    
    $
    1,482,426,000
    
    
    $
    1,165,944,000
    
    
    $
    935,023,000
 
 (1)
    
    Stabilized properties are those properties which are as least 80% leased and not designated
as development/redevelopment properties as of December 31, 2007.Four of the Companys properties are being re-tenanted, are non-stabilized, and are not
designated as development/redevelopment properties as of December 31, 2007.(2)
    
    The terms of four of the joint venture agreements provide, among other things, that the
minority interest partners receive certain preference returnson 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 $366,207,000at December 31, 2007; the total amount outstanding under the secured revolving credit
facility at that date was $190,440,000.(4)
    
    Depreciation is provided over the estimated useful lives of buildings and improvements, which
range from 3 to 40 years.(5)
    
    The Company has a 49% interest in an unconsolidated joint venture, which owns a single-tenant
office property located in Philadelphia, PA.(6)
    
    Restated to reflect the reclassification of a property acquired in 2005 to held for sale.