UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
 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.
 (Exact name of registrant as specified in its charter)
 Maryland
    
    42-1241468(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 44 South Bayles Avenue, Port Washington, New York 11050-3765   (Address of principal executive offices) (Zip Code)
 (516) 767-6492   (Registrants telephone number, including area code)
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
 Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
 Large accelerated filer oAccelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o     No þ
 Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date: At October 29, 2010, there were 66,213,546 shares of Common Stock,
$0.06 par value, outstanding.




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##### 



CEDAR SHOPPING CENTERS, INC.
 INDEX
 Forward-Looking Statements
    
    
    3Part I. Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets  September 30, 2010 (unaudited) and
December 31, 2009
    
    
    4Consolidated Statements of Operations (unaudited)  Three and nine months ended September 30,
2010 and 2009
    
    
    5Consolidated Statement of Equity (unaudited)  Nine months
ended September 30, 2010
    
    
    6Consolidated Statements of Cash Flows (unaudited)  Nine months
ended September 30, 2010 and 2009
    
    
    7Notes to Consolidated Financial Statements (unaudited) 
September 30, 2010
    
    
    8-34Item 2. Managements Discussion and Analysis of Financial Condition
And Results of Operations
    
    
    35-51Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    52Item 4. Controls and Procedures
    
    
    52-53Part II. Other InformationItem 6. Exhibits
    
    
    54Signatures
    
    
    55
 2




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##### 



Forward-Looking Statements
  3




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##### 



CEDAR SHOPPING CENTERS, INC.
Consolidated Balance Sheets
 September 30,
    
    
    December 31,2010
    
    
    2009(unaudited)AssetsReal estate:Land
    
    $
    348,715,000
    
    
    $
    356,366,000Buildings and improvements
    
    
    1,341,668,000
    
    
    
    1,316,315,0001,690,383,000
    
    
    
    1,672,681,000Less accumulated depreciation
    
    
    (195,944,000
    )
    
    
    (163,879,000
    )Real estate, net
    
    
    1,494,439,000
    
    
    
    1,508,802,000Real estate to be transferred to a joint venture
    
    
    
    
    
    
    139,743,000Real estate held for sale  discontinued operations
    
    
    8,325,000
    
    
    
    21,380,000Investment in unconsolidated joint ventures
    
    
    44,029,000
    
    
    
    14,113,000Cash and cash equivalents
    
    
    12,142,000
    
    
    
    17,164,000Restricted cash
    
    
    11,617,000
    
    
    
    14,075,000Receivables:Rents and other tenant receivables, net
    
    
    9,485,000
    
    
    
    7,423,000Straight-line rents
    
    
    15,999,000
    
    
    
    14,545,000Joint venture settlements
    
    
    9,533,000
    
    
    
    2,322,000Other assets
    
    
    11,818,000
    
    
    
    9,315,000Deferred charges, net
    
    
    29,717,000
    
    
    
    36,236,000Total assets
    
    $
    1,647,104,000
    
    
    $
    1,785,118,000Liabilities and equityMortgage loans payable
    
    $
    686,179,000
    
    
    $
    688,289,000Mortgage loans payable  real estate to be transferred to a joint venture
    
    
    
    
    
    
    94,018,000Mortgage loans payable  real estate held for sale  discontinued operations
    
    
    4,626,000
    
    
    
    12,455,000Secured revolving credit facilities
    
    
    126,446,000
    
    
    
    257,685,000Accounts payable and accrued liabilities
    
    
    30,335,000
    
    
    
    46,902,000Unamortized intangible lease liabilities
    
    
    49,304,000
    
    
    
    53,733,000Liabilities  real estate held for sale and, at December 31, 2009, real
estate to be transferred to a joint venture
    
    
    1,275,000
    
    
    
    5,634,000Total liabilities
    
    
    898,165,000
    
    
    
    1,158,716,000Limited partners interest in Operating Partnership
    
    
    8,473,000
    
    
    
    12,638,000Commitments and contingencies
    
    
    
    
    
    
    Equity:Cedar Shopping Centers, Inc. shareholders equity:Preferred stock ($.01 par value, $25.00 per share
liquidation value, 12,500,000 shares authorized, 6,400,000 and
3,550,000 shares, respectively, issued and outstanding)
    
    
    158,575,000
    
    
    
    88,750,000Common stock ($.06 par value, 150,000,000 shares authorized
66,035,000 and 52,139,000 shares, respectively, issued and
outstanding)
    
    
    3,962,000
    
    
    
    3,128,000Treasury stock (1,120,000 and 981,000 shares, respectively, at cost)
    
    
    (10,419,000
    )
    
    
    (9,688,000
    )Additional paid-in capital
    
    
    708,310,000
    
    
    
    621,299,000Cumulative distributions in excess of net income
    
    
    (188,336,000
    )
    
    
    (162,041,000
    )Accumulated other comprehensive loss
    
    
    (3,924,000
    )
    
    
    (2,992,000
    )Total Cedar Shopping Centers, Inc. shareholders equity
    
    
    668,168,000
    
    
    
    538,456,000Noncontrolling interests:Minority interests in consolidated joint ventures
    
    
    65,237,000
    
    
    
    67,229,000Limited partners interest in Operating Partnership
    
    
    7,061,000
    
    
    
    8,079,000Total noncontrolling interests
    
    
    72,298,000
    
    
    
    75,308,000Total equity
    
    
    740,466,000
    
    
    
    613,764,000Total liabilities and equity
    
    $
    1,647,104,000
    
    
    $
    1,785,118,000
  4




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##### 



CEDAR SHOPPING CENTERS, INC.
Consolidated Statements of Operations(unaudited)
 Three months ended September 30,
    
    
    Nine months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues:Rents
    
    $
    31,380,000
    
    
    $
    36,878,000
    
    
    $
    98,877,000
    
    
    $
    107,462,000Expense recoveries
    
    
    7,370,000
    
    
    
    7,688,000
    
    
    
    24,692,000
    
    
    
    25,831,000Other
    
    
    1,628,000
    
    
    
    146,000
    
    
    
    2,056,000
    
    
    
    443,000Total revenues
    
    
    40,378,000
    
    
    
    44,712,000
    
    
    
    125,625,000
    
    
    
    133,736,000Expenses:Operating, maintenance and management
    
    
    7,788,000
    
    
    
    8,231,000
    
    
    
    26,033,000
    
    
    
    24,878,000Real estate and other property-related taxes
    
    
    5,347,000
    
    
    
    5,171,000
    
    
    
    16,103,000
    
    
    
    15,535,000General and administrative
    
    
    2,421,000
    
    
    
    2,521,000
    
    
    
    6,738,000
    
    
    
    6,813,000Impairments
    
    
    155,000
    
    
    
    
    
    
    
    2,272,000
    
    
    
    Acquisition transaction costs and terminated projects, net
    
    
    2,043,000
    
    
    
    
    
    
    
    3,365,000
    
    
    
    3,948,000Depreciation and amortization
    
    
    11,854,000
    
    
    
    12,473,000
    
    
    
    35,485,000
    
    
    
    36,925,000Total expenses
    
    
    29,608,000
    
    
    
    28,396,000
    
    
    
    89,996,000
    
    
    
    88,099,000Operating income
    
    
    10,770,000
    
    
    
    16,316,000
    
    
    
    35,629,000
    
    
    
    45,637,000Non-operating income and expense:Interest expense, including amortization of
deferred financing costs
    
    
    (12,495,000
    )
    
    
    (12,436,000
    )
    
    
    (39,052,000
    )
    
    
    (35,503,000
    )Write-off of deferred financing costs
    
    
    (2,552,000
    )
    
    
    
    
    
    
    (2,552,000
    )
    
    
    Interest income
    
    
    6,000
    
    
    
    10,000
    
    
    
    25,000
    
    
    
    27,000Equity in (loss) income of unconsolidated joint ventures
    
    
    (288,000
    )
    
    
    260,000
    
    
    
    547,000
    
    
    
    802,000Gain on sale of land parcel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236,000Total non-operating income and expense
    
    
    (15,329,000
    )
    
    
    (12,166,000
    )
    
    
    (41,032,000
    )
    
    
    (34,438,000
    )(Loss) income before discontinued operations
    
    
    (4,559,000
    )
    
    
    4,150,000
    
    
    
    (5,403,000
    )
    
    
    11,199,000Income (loss) from discontinued operations
    
    
    68,000
    
    
    
    (389,000
    )
    
    
    (2,965,000
    )
    
    
    (79,000
    )Gain on sale of discontinued operations
    
    
    
    
    
    
    
    
    
    
    170,000
    
    
    
    277,000Total discontinued operations
    
    
    68,000
    
    
    
    (389,000
    )
    
    
    (2,795,000
    )
    
    
    198,000Net (loss) income
    
    
    (4,491,000
    )
    
    
    3,761,000
    
    
    
    (8,198,000
    )
    
    
    11,397,000Less, net loss (income) attributable to noncontrolling interests:Minority interests in consolidated joint ventures
    
    
    194,000
    
    
    
    (332,000
    )
    
    
    (194,000
    )
    
    
    (287,000
    )Limited partners interest in Operating Partnership
    
    
    196,000
    
    
    
    (64,000
    )
    
    
    488,000
    
    
    
    (224,000
    )Total net loss (income) attributable to noncontrolling interests
    
    
    390,000
    
    
    
    (396,000
    )
    
    
    294,000
    
    
    
    (511,000
    )Net (loss) income attributable to Cedar Shopping Centers, Inc.
    
    
    (4,101,000
    )
    
    
    3,365,000
    
    
    
    (7,904,000
    )
    
    
    10,886,000Preferred distribution requirements
    
    
    (2,679,000
    )
    
    
    (1,969,000
    )
    
    
    (6,617,000
    )
    
    
    (5,907,000
    )Net (loss) income attributable to common shareholders
    
    $
    (6,780,000
    )
    
    $
    1,396,000
    
    
    $
    (14,521,000
    )
    
    $
    4,979,000Per common share attributable to common sharehoders (basic
and diluted):Continuing operations
    
    $
    (0.10
    )
    
    $
    0.04
    
    
    $
    (0.19
    )
    
    $
    0.11Discontinued operations
    
    
    
    
    
    
    (0.01
    )
    
    
    (0.04
    )
    
    
    $
    (0.10
    )
    
    $
    0.03
    
    
    $
    (0.23
    )
    
    $
    0.11Amounts attributable to Cedar Shopping Centers, Inc.
common shareholders, net of limited partners interest:(Loss) income from continuing operations
    
    $
    (6,846,000
    )
    
    $
    1,768,000
    
    
    $
    (11,810,000
    )
    
    $
    4,790,000(Loss) income from discontinued operations
    
    
    66,000
    
    
    
    (372,000
    )
    
    
    (2,876,000
    )
    
    
    (76,000
    )Gain on sale of discontinued operations
    
    
    
    
    
    
    
    
    
    
    165,000
    
    
    
    265,000Net (loss) income
    
    $
    (6,780,000
    )
    
    $
    1,396,000
    
    
    $
    (14,521,000
    )
    
    $
    4,979,000Dividends declared per common share
    
    $
    0.0900
    
    
    $
    
    
    
    $
    0.1800
    
    
    $
    0.1125Weighted average number of common shares outstanding
    
    
    65,835,000
    
    
    
    45,066,000
    
    
    
    62,999,000
    
    
    
    45,003,000
  5




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##### 



CEDAR SHOPPING CENTERS, INC.
Consolidated Statement of Equity
Nine months ended September 30, 2010
(unaudited)
 Cedar Shopping Centers, Inc. ShareholdersCumulative
    
    
    AccumulatedPreferred stock
    
    
    Common stock
    
    
    Treasury
    
    
    Additional
    
    
    distributions
    
    
    other$0.06
    
    
    stock,
    
    
    paid-in
    
    
    in excess of
    
    
    comprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Par value
    
    
    at cost
    
    
    capital
    
    
    net income
    
    
    loss
    
    
    TotalBalance, December 31, 2009
    
    
    3,550,000
    
    
    $
    88,750,000
    
    
    
    52,139,000
    
    
    $
    3,128,000
    
    
    $
    (9,688,000
    )
    
    $
    621,299,000
    
    
    $
    (162,041,000
    )
    
    $
    (2,992,000
    )
    
    $
    538,456,000Net (loss) income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,904,000
    )
    
    
    
    
    
    
    (7,904,000
    )Unrealized loss on change
in fair value
of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (932,000
    )
    
    
    (932,000
    )Total other comprehensive
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,836,000
    )Deferred compensation
activity, net
    
    
    
    
    
    
    
    
    
    
    498,000
    
    
    
    30,000
    
    
    
    (731,000
    )
    
    
    2,875,000
    
    
    
    
    
    
    
    
    
    
    
    2,174,000Net proceeds from sale of
preferred stock
    
    
    2,850,000
    
    
    
    69,825,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,519,000
    )
    
    
    
    
    
    
    
    
    
    
    67,306,000Net proceeds from sales of
common stock
    
    
    
    
    
    
    
    
    
    
    11,953,000
    
    
    
    717,000
    
    
    
    
    
    
    
    75,272,000
    
    
    
    
    
    
    
    
    
    
    
    75,989,000Exercise of warrant
    
    
    
    
    
    
    
    
    
    
    1,429,000
    
    
    
    86,000
    
    
    
    
    
    
    
    9,914,000
    
    
    
    
    
    
    
    
    
    
    
    10,000,000Conversion of OP units
into common stock
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    
    1,000
    
    
    
    
    
    
    
    176,000
    
    
    
    
    
    
    
    
    
    
    
    177,000Preferred distribution
requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,617,000
    )
    
    
    
    
    
    
    (6,617,000
    )Distributions to common
shareholders/
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,774,000
    )
    
    
    
    
    
    
    (11,774,000
    )Reallocation adjustment of
limited
partners interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,293,000
    
    
    
    
    
    
    
    
    
    
    
    1,293,000Balance, September 30, 2010
    
    
    6,400,000
    
    
    $
    158,575,000
    
    
    
    66,035,000
    
    
    $
    3,962,000
    
    
    $
    (10,419,000
    )
    
    $
    708,310,000
    
    
    $
    (188,336,000
    )
    
    $
    (3,924,000
    )
    
    $
    668,168,000
 Noncontrolling InterestsLimitedMinority
    
    
    partnersinterests in
    
    
    interest inconsolidated
    
    
    Operating
    
    
    
    
    
    
    Totaljoint ventures
    
    
    Partnership
    
    
    Total
    
    
    equityBalance, December 31, 2009
    
    $
    67,229,000
    
    
    $
    8,079,000
    
    
    $
    75,308,000
    
    
    $
    613,764,000Net (loss) income
    
    
    194,000
    
    
    
    (213,000
    )
    
    
    (19,000
    )
    
    
    (7,923,000
    )Unrealized loss on change in fair value
of cash flow hedges
    
    
    
    
    
    
    (23,000
    )
    
    
    (23,000
    )
    
    
    (955,000
    )Total other comprehensive loss
    
    
    194,000
    
    
    
    (236,000
    )
    
    
    (42,000
    )
    
    
    (8,878,000
    )Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,174,000Net proceeds from sale of preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,306,000Net proceeds from sales of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,989,000Exercise of warrant
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000,000Conversion of OP units into common stock
    
    
    
    
    
    
    (177,000
    )
    
    
    (177,000
    )
    
    
    Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,617,000
    )Distributions to common shareholders/
noncontrolling interests
    
    
    (2,186,000
    )
    
    
    (138,000
    )
    
    
    (2,324,000
    )
    
    
    (14,098,000
    )Reallocation adjustment of limited
partners interest
    
    
    
    
    
    
    (467,000
    )
    
    
    (467,000
    )
    
    
    826,000Balance, September 30, 2010
    
    $
    65,237,000
    
    
    $
    7,061,000
    
    
    $
    72,298,000
    
    
    $
    740,466,000
  6




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##### 



CEDAR SHOPPING CENTERS, INC.
Consolidated Statements of Cash Flows

(unaudited)
 Nine months ended September 30,2010
    
    
    2009Cash flow from operating activities:Net (loss) income
    
    $
    (8,198,000
    )
    
    $
    11,397,000Adjustments to reconcile net (loss) income to net cash provided by operating activities:Non-cash provisions:Equity in income of unconsolidated joint ventures
    
    
    (547,000
    )
    
    
    (802,000
    )Distributions from unconsolidated joint ventures
    
    
    759,000
    
    
    
    716,000Impairments
    
    
    2,272,000
    
    
    
    Terminated projects
    
    
    1,324,000
    
    
    
    3,139,000Impairment  discontinued operations
    
    
    3,274,000
    
    
    
    Gain on sales of real estate
    
    
    (170,000
    )
    
    
    (513,000
    )Straight-line rents
    
    
    (1,622,000
    )
    
    
    (2,048,000
    )Provision for doubtful accounts
    
    
    2,484,000
    
    
    
    2,770,000Depreciation and amortization
    
    
    35,644,000
    
    
    
    37,965,000Amortization of intangible lease liabilities
    
    
    (7,478,000
    )
    
    
    (10,620,000
    )Amortization/market price adjustments relating to stock-based compensation
    
    
    2,068,000
    
    
    
    1,713,000Amortization and accelerated write-off of deferred financing costs
    
    
    6,620,000
    
    
    
    2,410,000Increases/decreases in operating assets and liabilities:Rents and other receivables, net
    
    
    (4,518,000
    )
    
    
    (5,108,000
    )Joint venture settlements
    
    
    (3,383,000
    )
    
    
    Prepaid expenses and other
    
    
    (6,935,000
    )
    
    
    (4,718,000
    )Accounts payable and accrued expenses
    
    
    (1,349,000
    )
    
    
    (2,098,000
    )Net cash provided by operating activities
    
    
    20,245,000
    
    
    
    34,203,000Cash flow from investing activities:Expenditures for real estate and improvements
    
    
    (20,874,000
    )
    
    
    (86,049,000
    )Net proceeds from sales of real estate
    
    
    2,056,000
    
    
    
    3,472,000Net proceeds from transfers to unconsolidated joint venture, less
cash at dates of transfer
    
    
    31,395,000
    
    
    
    Investments in and advances to unconsolidated joint ventures
    
    
    (30,396,000
    )
    
    
    (350,000
    )Distributions of capital from unconsolidated joint venture
    
    
    7,725,000
    
    
    
    Construction escrows and other
    
    
    4,632,000
    
    
    
    (901,000
    )Net cash used in investing activities
    
    
    (5,462,000
    )
    
    
    (83,828,000
    )Cash flow from financing activities:Net (repayments)/advances (to)/from revolving credit facilities
    
    
    (131,239,000
    )
    
    
    18,989,000Proceeds from mortgage financings
    
    
    16,272,000
    
    
    
    51,588,000Mortgage repayments
    
    
    (18,594,000
    )
    
    
    (15,753,000
    )Payments of debt financing costs
    
    
    (1,141,000
    )
    
    
    (2,821,000
    )Termination payments related to interest rate swaps
    
    
    (5,476,000
    )
    
    
    Noncontrolling interests:Contributions from consolidated joint venture minority interests, net
    
    
    
    
    
    
    12,212,000Distributions to consolidated joint venture minority interests
    
    
    (2,186,000
    )
    
    
    (2,113,000
    )Redemption of Operating Partnership Units
    
    
    (2,834,000
    )
    
    
    Distributions to limited partners
    
    
    (526,000
    )
    
    
    (229,000
    )Net proceeds from the sales of preferred and common stock
    
    
    138,296,000
    
    
    
    Exercise of warrant
    
    
    10,000,000
    
    
    
    Preferred stock distributions
    
    
    (5,907,000
    )
    
    
    (5,907,000
    )Distributions to common shareholders
    
    
    (16,470,000
    )
    
    
    (5,046,000
    )Net cash (used in) provided by financing activities
    
    
    (19,805,000
    )
    
    
    50,920,000Net (decrease) increase in cash and cash equivalents
    
    
    (5,022,000
    )
    
    
    1,295,000Cash and cash equivalents at beginning of period
    
    
    17,164,000
    
    
    
    8,231,000Cash and cash equivalents at end of period
    
    $
    12,142,000
    
    
    $
    9,526,000
  7




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
 Note 1. Organization and Basis of Preparation
     8




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
     9




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
   Note 2. Summary of Significant Accounting Policies
    10




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
   11




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
 December 31, 2009As reported
    
    
    Adjustment
    
    
    As revisedReal estate (a)
    
    $
    1,675,322,000
    
    
    $
    8,429,000
    
    
    $
    1,683,751,000Less accumulated depreciation (a)
    
    
    (164,615,000
    )
    
    
    (741,000
    )
    
    
    (165,356,000
    )Real estate, net
    
    $
    1,510,707,000
    
    
    $
    7,688,000
    
    
    $
    1,518,395,000Unamortized intangible lease liabilities (a)
    
    $
    46,643,000
    
    
    $
    8,429,000
    
    
    $
    55,072,000Limited partners interest in Operating Partnership
    
    $
    12,656,000
    
    
    $
    (18,000
    )
    
    $
    12,638,000Total equity
    
    $
    614,487,000
    
    
    $
    (723,000
    )
    
    $
    613,764,000
 Three months ended September 30, 2009As reported
    
    
    Adjustment
    
    
    As revisedDepreciation and amortization expense (a)
    
    $
    12,730,000
    
    
    $
    53,000
    
    
    $
    12,783,000Net income attributable to common shareholders
    
    $
    1,447,000
    
    
    $
    (51,000)
    (b)
    
    $
    1,396,000Per common share (basic and diluted)
    
    $
    0.03
    
    
    $
    
    
    
    $
    0.03
 Nine months ended September 30, 2009As reported
    
    
    Adjustment
    
    
    As revisedDepreciation and amortization expense (a)
    
    $
    37,705,000
    
    
    $
    158,000
    
    
    $
    37,863,000Net income attributable to common shareholders
    
    $
    5,130,000
    
    
    $
    (151,000)
    (b)
    
    $
    4,979,000Per common share (basic and diluted)
    
    $
    0.11
    
    
    $
    
    
    
    $
    0.11
 
 (a)
    
    Does not include revisions for other retroactive adjustments such as the sales of properties, where the applicable net assets and resuts of operations have been treated as held for sale and income (loss) from discontinued operations, respectively.(b)
    
    Net of noncontrolling interests (limited partners interest). Real Estate Investments and Discontinued Operations
  12




---



##### 



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
     13




---



##### 



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
    14




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
 (unaudited)
 Three months ended September 30,
    
    
    Nine months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues:Rents
    
    $
    282,000
    
    
    $
    924,000
    
    
    $
    1,078,000
    
    
    $
    2,944,000Expense recoveries
    
    
    90,000
    
    
    
    279,000
    
    
    
    304,000
    
    
    
    976,000Total revenues
    
    
    372,000
    
    
    
    1,203,000
    
    
    
    1,382,000
    
    
    
    3,920,000Expenses:Operating, maintenance and management
    
    
    149,000
    
    
    
    228,000
    
    
    
    539,000
    
    
    
    661,000Real estate and other property-related taxes
    
    
    28,000
    
    
    
    177,000
    
    
    
    124,000
    
    
    
    617,000Depreciation and amortization
    
    
    26,000
    
    
    
    325,000
    
    
    
    152,000
    
    
    
    1,046,000Interest expense
    
    
    67,000
    
    
    
    310,000
    
    
    
    256,000
    
    
    
    953,000270,000
    
    
    
    1,040,000
    
    
    
    1,071,000
    
    
    
    3,277,000Income from discontinued operations before
impairment charges
    
    
    102,000
    
    
    
    163,000
    
    
    
    311,000
    
    
    
    643,000Impairment charges
    
    
    34,000
    
    
    
    552,000
    
    
    
    3,276,000
    
    
    
    722,000(Loss) income from discontinued operations
    
    $
    68,000
    
    
    $
    (389,000
    )
    
    $
    (2,965,000
    )
    
    $
    (79,000
    )Gains on sale of discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    170,000
    
    
    $
    277,000
 Conditional asset retirement obligation
  Fair Value Measurements
  15




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
 (unaudited)
   
    
    Level 1  Inputs to the valuation methodology are quoted prices (unadjusted) for
identical assets or liabilities in active markets.
    
    Level 2  Inputs to the valuation methodology include quoted prices for similar
assets and liabilities in active markets, and inputs that are observable for the asset
or liability, either directly or indirectly, for substantially the full term of the
financial instrument.
    
    Level 3  Inputs to the valuation methodology are unobservable and significant to
the fair value measurement.
   16




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
 (unaudited)
   Intangible Lease Asset/Liability
    17




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
 (unaudited)
     Cash and Cash Equivalents
  Restricted Cash
  Rents and Other Receivables
 18
       Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
 (unaudited)
   Concentration of Credit Risk
  Other Assets
  19




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
 September 30,
    
    
    December 31,2010
    
    
    2009Prepaid expenses
    
    $
    8,246,000
    
    
    $
    5,279,000Cumulative mark-to-market adjustments
related to stock-based compensation
    
    
    2,246,000
    
    
    
    2,100,000Property deposits
    
    
    859,000
    
    
    
    1,430,000Other
    
    
    467,000
    
    
    
    506,000$
    11,818,000
    
    
    $
    9,315,000
 Deferred Charges, Net
  September 30,
    
    
    December 31,2010
    
    
    2009Lease origination costs (i)
    
    $
    17,176,000
    
    
    $
    17,696,000Financing costs (ii)
    
    
    11,103,000
    
    
    
    16,833,000Other
    
    
    1,438,000
    
    
    
    1,707,000$
    29,717,000
    
    
    $
    36,236,000
 
 (i)
    
    Lease origination costs include the unamortized balance of intangible lease assets
resulting from purchase accounting allocations of $8.8 million and $10.0 million, respectively.(ii)
    
    Financing costs are incurred in connection with the Companys credit facilities and other
long-term debt.   Income Taxes
  20




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
   Derivative Financial Instruments
   21




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
   Notional values
    
    
    
    
    
    
    Balance
    
    
    Fair valueDesignation/
    
    
    
    
    
    
    
    
    
    September 30,
    
    
    
    
    
    
    December 31,
    
    
    Expiration
    
    
    sheet
    
    
    September 30,
    
    
    December 31,Cash flow
    
    Derivative
    
    
    Count
    
    
    2010
    
    
    Count
    
    
    2009
    
    
    dates
    
    
    location
    
    
    2010
    
    
    2009Accounts payableNon-qualifying
    
    Interest
    
    
    
    
    
    $
    
    
    
    
    1
    
    
    $
    23,891,000
    
    
    
    2011
    
    
    and
    
    $
    
    
    
    $
    1,297,000Qualifying
    
    rate swaps
    
    
    2
    
    
    $
    20,192,000
    
    
    
    8
    
    
    $
    56,925,000
    
    
    
    2010 - 2020
    
    
    accrued expenses
    
    $
    1,926,000
    
    
    $
    4,655,000
  Amount of gain (loss) recognized in other
    
    
    Amount of gain (loss) recognized in othercomprehensive (loss) income (effective portion)
    
    
    comprehensive (loss) income (effective portion)Designation/
    
    
    
    
    
    Three months ended September 30,
    
    
    Nine months ended September 30,Cash flow
    
    Derivative
    
    
    2010 (a)
    
    
    2009
    
    
    2010 (a)
    
    
    2009Interest rateQualifying
    
    swaps
    
    $
    (133,000
    )
    
    $
    (983,000
    )
    
    $
    (420,000
    )
    
    $
    2,917,000
 
 (a)
    
    Does not include amoirtzation and adjustments related to the terminated Stroudsburg swaps of ($0.3 million) and $.05 million
for the three and nine months ended Septenber 30, 2010, respectively. Amount of gain (loss) recognized in interest expense
    
    
    Amount of gain (loss) recognized in interest expense(ineffectve portion)
    
    
    (ineffectve portion)Interest rateQualifying
    
    swaps
    
    $
    
    
    
    $
    (48,000
    )
    
    $
    
    
    
    $
    67,000
 Earnings Per Share
  22




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
  Stock-Based Compensation
     23




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
   Three months ended Sept. 30,
    
    
    Nine month ended Sept. 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Restricted share grants
    
    
    4,000
    
    
    
    20,000
    
    
    
    509,000
    
    
    
    614,000Average per-share grant price
    
    $
    6.17
    
    
    $
    6.00
    
    
    $
    6.54
    
    
    $
    4.94Recorded as deferred compensation, net
    
    $
    20,000
    
    
    $
    120,000
    
    
    $
    3,325,000
    
    
    $
    3,034,000Charged to operations:Amortization relating to stock-based compensation
    
    $
    856,000
    
    
    $
    850,000
    
    
    $
    2,446,000
    
    
    $
    2,271,000Adjustments to reflect changes in market price of
Companys common stock
    
    
    (2,000
    )
    
    
    517,000
    
    
    
    (377,000
    )
    
    
    (558,000
    )Total charged to operations
    
    $
    854,000
    
    
    $
    1,367,000
    
    
    $
    2,069,000
    
    
    $
    1,713,000Non-vested shares:Non-vested, beginning of period
    
    
    1,344,000
    
    
    
    1,090,000
    
    
    
    980,000
    
    
    
    508,000Grants
    
    
    4,000
    
    
    
    20,000
    
    
    
    509,000
    
    
    
    614,000Vested during period
    
    
    
    
    
    
    (38,000
    )
    
    
    (141,000
    )
    
    
    (49,000
    )Forfeitures/cancellations
    
    
    (1,000
    )
    
    
    
    
    
    
    (1,000
    )
    
    
    (1,000
    )Non-vested, end of period
    
    
    1,347,000
    
    
    
    1,072,000
    
    
    
    1,347,000
    
    
    
    1,072,000Average value of non-vested shares (based on
grant price)
    
    $
    6.33
    
    
    $
    8.11
    
    
    $
    6.33
    
    
    $
    8.11Value of shares vested during the
period (based on grant price)
    
    $
    4,000
    
    
    $
    398,000
    
    
    $
    2,193,000
    
    
    $
    564,000
  24




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
 Supplemental consolidated statements of cash flows information
 Nine months ended Sept. 30,2010
    
    2009Supplemental disclosure of cash activities:Interest paid
    
    $
    37,206,000
    
    
    $
    37,785,000Supplemental disclosure of non-cash activities:Additions to deferred compensation plans
    
    
    3,325,000
    
    
    
    3,034,000Assumption of mortgage loans payable  acquisitions
    
    
    
    
    
    
    (54,565,000
    )Assumption of mortgage loans payable  disposition
    
    
    7,740,000
    
    
    
    2,258,000Conversion of OP Units into common stock
    
    
    177,000
    
    
    
    90,000Purchase accounting allocations:Intangible lease assets
    
    
    
    
    
    
    7,174,000Intangible lease liabilities
    
    
    (2,600,000
    )
    
    
    (3,265,000
    )Net valuation decrease in assumed mortgage loan
payable (a)
    
    
    
    
    
    
    1,649,000Other non-cash investing and financing activities:Accrued interest rate swap liabilities
    
    
    (1,450,000
    )
    
    
    3,064,000Accrued real estate improvement costs
    
    
    
    
    
    
    1,349,000Accrued construction escrows
    
    
    (1,777,000
    )
    
    
    1,026,000Accrued financing costs and other
    
    
    (463,000
    )
    
    
    22,000Capitalization of deferred financing costs
    
    
    674,000
    
    
    
    1,242,000Deconsolidation of properties transferred to joint venture:Real estate, net
    
    
    139,745,000
    
    
    
    Mortgage loans payable
    
    
    (94,058,000
    )Other assets/liabilties, net
    
    
    (3,574,000
    )
    
    
    Investment in and advances to unconsolidated joint
venture
    
    
    9,423,000
    
    
    
    Settlement receivable from unconsolidated joint venture
    
    
    3,824,000
    
    
    
    
 
 (a)
    
    The net valuation decrease in an assumed mortgage loan payable resulted from adjusting
the contract rate of interest (4.9% per annum) to a market rate of interest (6.1% per
annum). Recently-Issued Accounting Pronouncements
  25




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
  Note 3. Real Estate/Investment in Unconsolidated Joint Ventures
       26




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
     27




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
 Cedar/RioCan Joint VentureSeptember 30, 2010
    
    
    December 31, 2009Assets:Real estate, net
    
    $
    399,325,000
    
    
    $
    41,158,000Cash and cash equivalents
    
    
    3,338,000
    
    
    
    404,000Restricted cash
    
    
    3,942,000
    
    
    
    812,000Due from RioCan
    
    
    7,476,000
    
    
    
    2,322,000Other assets
    
    
    12,069,000
    
    
    
    1,162,000Total assets
    
    $
    426,150,000
    
    
    $
    45,858,000Liabilities and partners capital:Mortgage loans payable (a)
    
    $
    228,804,000
    
    
    $
    Due to the Company
    
    
    9,533,000
    
    
    
    2,322,000Other liabilities
    
    
    7,287,000
    
    
    
    345,000Preferred stock
    
    
    97,000
    
    
    
    Partners capital:RioCan
    
    
    142,245,000
    
    
    
    34,553,000The Company
    
    
    38,184,000
    
    
    
    8,638,000Total partners capital
    
    
    180,429,000
    
    
    
    43,191,000Total liabilties and partners capital
    
    $
    426,150,000
    
    
    $
    45,858,000
 Three months ended
    
    
    Nine months endedSeptember 30, 2010
    
    
    September 30, 2010Statements of operations:Revenues
    
    $
    6,812,000
    
    
    $
    15,057,000Property operating and other expenses
    
    
    1,469,000
    
    
    
    3,495,000Management fees to the Company
    
    
    228,000
    
    
    
    503,000Acquisition transaction costs (b)
    
    
    3,867,000
    
    
    
    4,462,000Depreciation and amortization
    
    
    1,665,000
    
    
    
    3,460,000Interest and other non-operating expenses, net
    
    
    2,392,000
    
    
    
    4,334,000Net loss
    
    $
    (2,809,000
    )
    
    $
    (1,197,000
    )RioCan
    
    
    (2,243,000
    )
    
    
    (921,000
    )The Company
    
    
    (566,000
    )
    
    
    (276,000
    )$
    (2,809,000
    )
    
    $
    (1,197,000
    )
 28




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
 (unaudited)
 (a)
    
    The Cedar/RioCan joint venture has property-specific mortgage loans payable with
various expiration dates ranging from June 2011 through August 2020, with a weighted
average interest rate of 5.2% per annum.(b)
    
    Acquisition transaction costs for the three months and nine months ended September 30,
2010 include $1.0 million and $1.1 million, respectively, payable to the Company.
  Real Estate Pledged
  Note 4. Mortgage Loans Payable and Secured Revolving Credit Facilities
  29




---



##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
 September 30, 2010
    
    
    December 31, 2009Interest rates
    
    
    
    
    
    
    Interest ratesBalance
    
    
    Weighted
    
    
    
    
    
    
    Balance
    
    
    WeightedDescription
    
    outstanding
    
    
    average
    
    
    Range
    
    
    outstanding
    
    
    average
    
    
    RangeFixed-rate mortgages (a)
    
    $
    602,608,000
    
    
    
    5.8
    %
    
    
    5.0% - 7.6
    %
    
    $
    606,108,000
    
    
    
    5.8
    %
    
    
    5.0% - 8.5
    %Variable-rate mortgages
    
    
    83,571,000
    
    
    
    3.4
    %
    
    
    2.5% - 5.9
    %
    
    
    82,181,000
    
    
    
    3.4
    %
    
    
    2.5% - 5.9
    %Total property-specific mortgages
    
    
    686,179,000
    
    
    
    5.5
    %
    
    
    
    
    
    
    688,289,000
    
    
    
    5.6
    %Stabilized property credit facility
    
    
    23,535,000
    
    
    
    5.5
    %
    
    
    
    
    
    
    187,985,000
    
    
    
    5.5
    %Development property credit
facility
    
    
    102,911,000
    
    
    
    2.5
    %
    
    
    
    
    
    
    69,700,000
    
    
    
    2.5
    %$
    812,625,000
    
    
    
    5.1
    %
    
    
    
    
    
    $
    945,974,000
    
    
    
    5.3
    %Fixed-rate mortgages related to:Real estate transferred or to be
transferred to a joint venture
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    94,018,000
    
    
    
    5.8
    %
    
    
    4.8% - 7.2
    %Real estate held for sale 
discontinued operations
    
    $
    4,626,000
    
    
    
    5.7
    %
    
    
    
    
    
    $
    12,455,000
    
    
    
    5.5
    %
    
    
    5.2% - 5.7
    %
 
 (a)
    
    Restated to reflect the reclassifications of properties transferred to the Cedar/RioCan joint
venture and properties treated as discontinued operations.  Secured Revolving Stabilized Property Credit Facility
  30




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##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
     Secured Revolving Development Property Credit Facility
  31




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##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
 Note 5. Preferred and Common Stock
    32




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##### 



Cedar Shopping Centers, Inc.
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
      Note 6. Subsequent Events
   33




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##### 



Cedar Shopping Centers, Inc
Notes to Consolidated Financial Statements
September 30, 2010
(unaudited)
  .
   34




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Executive Summary
     35




---



##### 



Summary of Critical Accounting Policies
   Revenue Recognition
   36




---



##### 



Real Estate Investments
     37




---



##### 



Stock-Based Compensation
  38




---



##### 



Results of Operations
  39




---



##### 



Comparison of the three months ended September 30, 2010 to 2009
 Properties(Decrease)
    
    Percent
    
    
    
    
    
    held in2010
    
    2009
    
    increase
    
    change
    
    Other
    
    both periodsTotal revenues
    
    $
    40,378,000
    
    
    $
    44,712,000
    
    
    $
    (4,334,000
    )
    
    
    -10
    %
    
    $
    (1,490,000
    )
    
    
    (2,844,000
    )Property operating expenses
    
    
    13,135,000
    
    
    
    13,402,000
    
    
    
    (267,000
    )
    
    
    -2
    %
    
    
    (341,000
    )
    
    
    74,000Depreciation and amortization
    
    
    11,854,000
    
    
    
    12,473,000
    
    
    
    (619,000
    )
    
    
    -5
    %
    
    
    (390,000
    )
    
    
    (229,000
    )General and administrative
    
    
    2,421,000
    
    
    
    2,521,000
    
    
    
    (100,000
    )
    
    
    -4
    %
    
    
    n/a
    
    
    
    n/aImpairments
    
    
    155,000
    
    
    
    
    
    
    
    155,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTerminated projects and acquisition
transaction costs
    
    
    2,043,000
    
    
    
    
    
    
    
    2,043,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aNon-operating income and expense,
net (i)
    
    
    15,329,000
    
    
    
    12,166,000
    
    
    
    3,163,000
    
    
    
    26
    %
    
    
    n/a
    
    
    
    n/aDiscontinued operations:Income from discontinued operations
    
    
    102,000
    
    
    
    163,000
    
    
    
    (61,000
    )
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aImpairment charges
    
    
    (34,000
    )
    
    
    (552,000
    )
    
    
    518,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
 
 (i)
    
    Non-operating income and expense consists principally of interest expense (including
amortization and write-off of deferred financing costs) and equity in income of
unconsolidated joint ventures, and gain on sale of a land parcel. Properties held in both periods.
 Total revenues
 Property operating expenses
 General and administrative expenses
 Impairments
 40




---



##### 



Terminated projects and acquisition transaction costs
 Non-operating income and expense, net
 Discontinued operations
 Other
 Revenues:RioCan joint venture properties
    
    $
    (4,360,000
    )Fees earned by the Company
    
    
    1,506,000Development and redevelopment properties
    
    
    1,364,000$
    (1,490,000
    )
 Property operating expenses:RioCan joint venture properties
    
    $
    (935,000
    )Unallocated compensation benefits
    
    
    (6,000
    )Development and redevelopment properties
    
    
    600,000$
    (341,000
    )
 41




---



##### 



Depreciation and amortization expense:RioCan joint venture properties
    
    $
    (1,282,000
    )Development and redevelopment properties
    
    
    892,000$
    (390,000
    )
 Comparison of the nine months ended September 30, 2010 to 2009
 PropertiesIncrease
    
    Percent
    
    
    
    
    
    held in2010
    
    2009
    
    (decrease)
    
    change
    
    Other
    
    both yearsTotal revenues
    
    $
    125,625,000
    
    
    $
    133,736,000
    
    
    $
    (8,111,000
    )
    
    
    -6
    %
    
    $
    (1,826,000
    )
    
    
    (6,285,000
    )Property operating expenses
    
    
    42,136,000
    
    
    
    40,413,000
    
    
    
    1,723,000
    
    
    
    4
    %
    
    
    1,426,000
    
    
    
    297,000Depreciation and amortization
    
    
    35,485,000
    
    
    
    36,925,000
    
    
    
    (1,440,000
    )
    
    
    -4
    %
    
    
    (266,000
    )
    
    
    (1,174,000
    )General and administrative
    
    
    6,738,000
    
    
    
    6,813,000
    
    
    
    (75,000
    )
    
    
    -1
    %
    
    
    n/a
    
    
    
    n/aImpairments
    
    
    2,272,000
    
    
    
    
    
    
    
    2,272,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aTerminated projects and
acquisition
transaction costs
    
    
    3,365,000
    
    
    
    3,948,000
    
    
    
    (583,000
    )
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aNon-operating income and
expense, net (i)
    
    
    41,032,000
    
    
    
    34,438,000
    
    
    
    6,594,000
    
    
    
    19
    %
    
    
    n/a
    
    
    
    n/aDiscontinued operations:Income from discontinued
operations
    
    
    311,000
    
    
    
    643,000
    
    
    
    (332,000
    )
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aImpairment charges
    
    
    (3,276,000
    )
    
    
    (722,000
    )
    
    
    (2,554,000
    )
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aGain on sale of discontinued
operations
    
    
    170,000
    
    
    
    277,000
    
    
    
    (107,000
    )
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
 
 (i)
    
    Non-operating income and expense consists principally of interest expense (including
amortization and write-off of deferred financing costs) and equity in income of
unconsolidated joint ventures, and gain on sale of a land parcel. Properties held in both periods.
 Total revenues
 Property operating expenses
 42




---



##### 



General and administrative expenses
 Impairments
 Terminated projects and acquisition transaction costs
 Non-operating income and expense, net
 Discontinued operations
 43




---



##### 



Other
 Revenues:
 RioCan joint venture properties
    
    $
    (10,290,000
    )Fees earned by the Company and other revenues
    
    
    2,156,000Property acquisitions
    
    
    788,000Development and redevelopment properties
    
    
    5,520,000$
    (1,826,000
    )
 Property operating expenses:
 RioCan joint venture properties
    
    $
    (2,513,000
    )Unallocated compensation benefits
    
    
    1,043,000Property acquisitions
    
    
    353,000Development and redevelopment properties
    
    
    2,543,000$
    1,426,000
 Depreciation and amortization expense:
 RioCan joint venture properties
    
    $
    (3,901,000
    )Property acquisitions
    
    
    1,515,000Development and redevelopment properties
    
    
    2,120,000$
    (266,000
    )
 Liquidity and Capital Resources
  44




---



##### 



45




---



##### 



46




---



##### 




    
    On January 26, 2010, the Cedar/RioCan joint venture acquired the Town Square
Plaza shopping center located in Temple, Pennsylvania, an approximately 128,000
square foot supermarket-anchored shopping center which was completed in 2008. The
purchase price for the property, which was unencumbered, was approximately $19.0
million.
    
    On July 2, 2010, the Company placed approximately $33.0 million of mortgage
financing, which bears interest at 5.0% per annum, on three previously unencumbered
Cedar/RioCan joint venture properties.
    
    On August 3, 2010, the Cedar/RioCan joint venture acquired the Exeter Commons
shopping center located in Exeter Township, Pennsylvania, an approximately 361,000
square foot supermarket-anchored shopping center which was completed in 2009. The
purchase price for the property was approximately $53.0 million. At the closing the
joint venture placed an approximate $30.0 million first mortgage, which bears
interest at 5.30% per annum, on the property.
    
    On September 29, 2010, the Cedar/RioCan joint venture acquired the Montville
Commons shopping center located in Uncasville, Connecticut, an approximate 118,000
square foot shopping which was completed in 2005. The purchase price for the
property, which was unencumbered, was approximately $18.9 million.
    
    On September 29, 2010, the Cedar/RioCan joint venture acquired a five shopping
center portfolio for approximately $133.3 million. The five centers, Monroe
Marketplace, located in Selinsgrove, Pennsylvania, Creekview Shopping Center,
located in Warrington, Pennsylvania, Pitney Road Plaza, located in Lancaster,
Pennsylvania, Sunrise Plaza, located in Forked River, New Jersey and New River
Valley Center, located in Christiansburg, Virginia, comprise approximately 936,000
square feet of primarily supermarket and big box anchored shopping centers. At the
closing the joint venture placed an approximate $72.5 million first mortgage, which
bears interest at 4.75% per annum, on the five properties.
    
    On October 13, 2010, the Cedar/RioCan joint venture acquired the Cross Keys
Place shopping center located in Sewell, New Jersey, an approximately 148,000
 47




---



##### 



square foot shopping which was completed in 2007. The purchase price for the
property, which was unencumbered, was approximately $26.3 million.
    
    On October 21, 2010, the Cedar/RioCan joint venture acquired a five shopping
center portfolio for approximately $91.0 million. The five centers, Gettysburg
Marketplace, located in Gettysburg, Pennsylvania, York Marketplace, located in York,
Pennsylvania, Northland Center, located in State College, Pennsylvania, Marlboro
Crossroads, located in Upper Marlboro, Maryland and Towne Crossings, located in
Midlothian, Virginia, comprise approximately 678,000 square feet of primarily
supermarket and big box anchored shopping centers. The joint venture anticipates
arranging fixed-rate financing of approximately $50.6 million on this portfolio
subsequent to the closing.
     48




---



##### 



Net Cash Flows
 Operating Activities
  Investing Activities
  Financing Activities
  49




---



##### 



Funds From Operations
    50




---



##### 



Three months ended September 30,
    
    
    Nine months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net (loss) income attributable to common shareholders
    
    $
    (6,780,000
    )
    
    $
    1,396,000
    
    
    $
    (14,521,000
    )
    
    $
    4,979,000Add (deduct):Real estate depreciation and amortization
    
    
    11,831,000
    
    
    
    12,724,000
    
    
    
    35,486,000
    
    
    
    37,815,000Noncontrolling interests:Limited partners interest
    
    
    (196,000
    )
    
    
    64,000
    
    
    
    (488,000
    )
    
    
    224,000Minority interests in consolidated joint ventures
    
    
    (194,000
    )
    
    
    332,000
    
    
    
    194,000
    
    
    
    287,000Minority interests share of FFO applicable to
consolidated joint ventures
    
    
    (1,340,000
    )
    
    
    (1,661,000
    )
    
    
    (4,717,000
    )
    
    
    (4,131,000
    )Equity in income of unconsolidated joint ventures
    
    
    288,000
    
    
    
    (260,000
    )
    
    
    (547,000
    )
    
    
    (802,000
    )FFO from unconsolidated joint ventures
    
    
    146,000
    
    
    
    377,000
    
    
    
    1,566,000
    
    
    
    1,113,000Gain on sale of discontinued operations
    
    
    
    
    
    
    
    
    
    
    (170,000
    )
    
    
    (277,000
    )Funds From Operations
    
    $
    3,755,000
    
    
    $
    12,972,000
    
    
    $
    16,803,000
    
    
    $
    39,208,000FFO per common share (assuming conversion of OP
Units)
Basic and diluted
    
    $
    0.06
    
    
    $
    0.28
    
    
    $
    0.26
    
    
    $
    0.83Weighted average number of common shares (basic):Shares used in determination of basic earnings per
share
    
    
    65,835,000
    
    
    
    45,066,000
    
    
    
    62,999,000
    
    
    
    45,003,000Additional shares assuming conversion of OP Units
    
    
    1,892,000
    
    
    
    2,014,000
    
    
    
    1,941,000
    
    
    
    2,016,000Shares used in determination of basic FFO per share
    
    
    67,727,000
    
    
    
    47,080,000
    
    
    
    64,940,000
    
    
    
    47,019,000Weighted average number of common shares (dilutive):Shares used in determination of diluted earnings per
share
    
    
    65,835,000
    
    
    
    45,066,000
    
    
    
    63,025,000
    
    
    
    45,003,000Additional shares assuming conversion of OP Units
    
    
    1,892,000
    
    
    
    2,014,000
    
    
    
    1,941,000
    
    
    
    2,016,000Shares used in determination of diluted FFO per share
    
    
    67,727,000
    
    
    
    47,080,000
    
    
    
    64,966,000
    
    
    
    47,019,000
 Inflation
  51




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
  52




---



##### 



53




---



##### 



Part II Other Information
 
 Item 6. Exhibits
 Exhibit 3.1
    
    Articles Supplementary of Cedar Shopping Centers, Inc. dated as of August 18, 2010.Exhibit 3.2
    
    Amendment No. 4 to Agreement of Limited Partnership of Cedar Shopping Centers Partnership, L.P. dated as of
August 25, 2010.Exhibit 10.1
    
    Loan Agreement (the Loan Agreement) by and among Cedar Shopping Centers Partnership, L.P., Bank of America,
N.A., KeyBank, National Association, Manufacturers and Traders Trust Company, Regions Bank, Citizens Bank of
Pennsylvania, Raymond James Bank, FSB, Royal Bank of Canada, Bank of Montreal, and the other lending
institutions which are or may become parties to the Loan Agreement (the Lenders) and Bank of America, N.A. (as
Administrative Agent), dated as of November 10, 2009.Exhibit 10.2
    
    Loan Agreement between Cedar-Franklin Village LLC as Borrower and Eurohypo AG, New York Branch as Lender, dated
as of November 1, 2004.Exhibit 10.3
    
    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.Exhibit 10.4
    
    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.Exhibit 10.5.a
    
    Amended and Restated Loan Agreement (the Loan Agreement) by and among Cedar Shopping Centers Partnership,
L.P., KeyBank, National Association, Manufacturers and Traders Trust Company, Citizens Bank of Pennsylvania,
Raymond James Bank, FSB, Regions Bank, TD Bank, N.A., TriState Capital Bank and the other lending institutions
which are or may become parties to the Loan Agreement (the Lenders) and KeyBank, National Association (as
Administrative Agent), dated as of October 17, 2008.Exhibit 10.5.b
    
    First Amendment to Loan Agreement, dated as of April 9, 2010.Exhibit 10.6.a
    
    Securities Purchase Agreement dated as of October 26, 2009, by and among Cedar Shopping Centers, Inc., Cedar
Shopping Centers Partnership L.P., RioCan Holdings USA Inc. and RioCan Real Estate Investment Trust.Exhibit 10.6.b
    
    Amendment to Securities Purchase Agreement dated February 5, 2010.Exhibit 10.6.c
    
    Amendment to Securities Purchase Agreement dated February 26, 2010.Exhibit 10.7
    
    Agreement regarding purchase of Partnership Interests dated October 26, 2009 between Cedar Shopping Centers,
Inc. and RioCan Holdings USA Inc.Exhibit 31
    
    Section 302 CertificationsExhibit 32
    
    Section 906 Certifications
 54




---



##### 



SIGNATURES
   By:
    
    /s/ LEO S. ULLMAN

Leo S. Ullman
Chairman of the Board, Chief 
Executive Officer and President
(Principal executive officer)
    
    
    
    By:
    
    /s/ LAWRENCE E. KREIDER, JR.

Lawrence E. Kreider, Jr. 
Chief Financial Officer
(Principal financial officer)
  55