##### Table of Contents



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 MARCH 31, 2011
 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 
incorporation or organization)
    
    (I.R.S. Employer
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). YesoNoo
 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 filero
    
    Accelerated filerþ
    
    Non-accelerated filero
    
    Smaller reporting companyo(Do not check if a smaller reporting company)
 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 April 29, 2011, there were 67,711,581 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  March 31, 2011 (unaudited) and
December 31, 2010
    
    
    4Consolidated Statements of Operations (unaudited)  Three months ended March 31, 2011 and
2010
    
    
    5Consolidated Statement of Equity (unaudited)  Three months
ended March 31, 2011
    
    
    6Consolidated Statements of Cash Flows (unaudited)  Three months
ended March 31, 2011 and 2010
    
    
    7Notes to Consolidated Financial Statements (unaudited)
March 31, 2011
    
    
    8-35Item 2. Managements Discussion and Analysis of Financial Condition
And Results of Operations
    
    
    36-49Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    49Item 4. Controls and Procedures
    
    
    50Part II. Other InformationItem 6. Exhibits
    
    
    51Signatures
    
    
    51Exhibit 31Exhibit 32
   2




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Forward-Looking Statements
   3




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CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Balance Sheets
 March 31,
    
    
    December 31,2011
    
    
    2010(unaudited)AssetsReal estate:Land
    
    $
    337,474,000
    
    
    $
    327,813,000Buildings and improvements
    
    
    1,301,021,000
    
    
    
    1,257,679,0001,638,495,000
    
    
    
    1,585,492,000Less accumulated depreciation
    
    
    (197,948,000
    )
    
    
    (188,278,000
    )Real estate, net
    
    
    1,440,547,000
    
    
    
    1,397,214,000Real estate held for sale  discontinued operations
    
    
    59,426,000
    
    
    
    74,661,000Investment in unconsolidated joint ventures
    
    
    50,324,000
    
    
    
    52,466,000Cash and cash equivalents
    
    
    15,469,000
    
    
    
    14,166,000Restricted cash
    
    
    16,109,000
    
    
    
    14,545,000Receivables:Rents and other tenant receivables, net
    
    
    10,389,000
    
    
    
    7,048,000Straight-line rents
    
    
    16,097,000
    
    
    
    15,669,000Joint venture settlements and other receivables
    
    
    5,989,000
    
    
    
    8,599,000Other assets
    
    
    7,966,000
    
    
    
    9,676,000Deferred charges, net
    
    
    26,331,000
    
    
    
    28,443,000Total assets
    
    $
    1,648,647,000
    
    
    $
    1,622,487,000Liabilities and equityMortgage loans payable
    
    $
    698,010,000
    
    
    $
    672,143,000Mortgage loans payable  real estate held for sale  discontinued operations
    
    
    35,205,000
    
    
    
    35,373,000Secured revolving credit facilities
    
    
    154,597,000
    
    
    
    132,597,000Accounts payable and accrued liabilities
    
    
    24,586,000
    
    
    
    29,026,000Unamortized intangible lease liabilities
    
    
    45,027,000
    
    
    
    46,453,000Liabilities  real estate held for sale  discontinued operations
    
    
    1,413,000
    
    
    
    1,371,000Total liabilities
    
    
    958,838,000
    
    
    
    916,963,000Limited partners interest in Operating Partnership
    
    
    6,817,000
    
    
    
    7,053,000Commitments 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 shares
issued and outstanding)
    
    
    158,575,000
    
    
    
    158,575,000Common stock ($.06 par value, 150,000,000 shares authorized
67,517,000 and 66,520,000 shares, respectively, issued and
outstanding)
    
    
    4,051,000
    
    
    
    3,991,000Treasury stock (1,223,000 and 1,120,000 shares,
respectively, at cost)
    
    
    (10,398,000
    )
    
    
    (10,367,000
    )Additional paid-in capital
    
    
    715,702,000
    
    
    
    712,548,000Cumulative distributions in excess of net income
    
    
    (249,636,000
    )
    
    
    (231,275,000
    )Accumulated other comprehensive loss
    
    
    (3,112,000
    )
    
    
    (3,406,000
    )Total Cedar Shopping Centers, Inc. shareholders equity
    
    
    615,182,000
    
    
    
    630,066,000Noncontrolling interests:Minority interests in consolidated joint ventures
    
    
    61,736,000
    
    
    
    62,050,000Limited partners interest in Operating Partnership
    
    
    6,074,000
    
    
    
    6,355,000Total noncontrolling interests
    
    
    67,810,000
    
    
    
    68,405,000Total equity
    
    
    682,992,000
    
    
    
    698,471,000Total liabilities and equity
    
    $
    1,648,647,000
    
    
    $
    1,622,487,000
   4




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CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statements of Operations
 (unaudited)
 Three months ended March 31,2011
    
    
    2010Revenues:Rents
    
    $
    31,390,000
    
    
    $
    32,257,000Expense recoveries
    
    
    9,524,000
    
    
    
    9,431,000Other
    
    
    706,000
    
    
    
    98,000Total revenues
    
    
    41,620,000
    
    
    
    41,786,000Expenses:Operating, maintenance and management
    
    
    10,619,000
    
    
    
    9,474,000Real estate and other property-related taxes
    
    
    5,045,000
    
    
    
    4,893,000General and administrative
    
    
    2,705,000
    
    
    
    2,211,000Impairments
    
    
    
    
    
    
    1,555,000Acquisition transaction costs and terminated projects
    
    
    1,539,000
    
    
    
    1,320,000Depreciation and amortization
    
    
    10,404,000
    
    
    
    10,148,000Total expenses
    
    
    30,312,000
    
    
    
    29,601,000Operating income
    
    
    11,308,000
    
    
    
    12,185,000Non-operating income and expense:Interest expense, including amortization of
deferred financing costs
    
    
    (12,384,000
    )
    
    
    (13,284,000
    )Interest income
    
    
    78,000
    
    
    
    14,000Equity in income of unconsolidated joint ventures
    
    
    791,000
    
    
    
    356,000Gain on sale of land parcel
    
    
    28,000
    
    
    
    Total non-operating income and expense
    
    
    (11,487,000
    )
    
    
    (12,914,000
    )Loss before discontinued operations
    
    
    (179,000
    )
    
    
    (729,000
    )Discontinued operations:Income (loss) from operations
    
    
    1,002,000
    
    
    
    (358,000
    )Impairment charges
    
    
    (9,916,000
    )
    
    
    (248,000
    )Gain on sales
    
    
    
    
    
    
    175,000Total discontinued operations
    
    
    (8,914,000
    )
    
    
    (431,000
    )Net loss
    
    
    (9,093,000
    )
    
    
    (1,160,000
    )Less, net loss (income) attributable to noncontrolling interests:Minority interests in consolidated joint ventures
    
    
    25,000
    
    
    
    (475,000
    )Limited partners interest in Operating Partnership
    
    
    260,000
    
    
    
    114,000Total net loss (income) attributable to noncontrolling
interests
    
    
    285,000
    
    
    
    (361,000
    )Net loss attributable to Cedar Shopping Centers, Inc.
    
    
    (8,808,000
    )
    
    
    (1,521,000
    )Preferred distribution requirements
    
    
    (3,501,000
    )
    
    
    (1,969,000
    )Net loss attributable to common shareholders
    
    $
    (12,309,000
    )
    
    $
    (3,490,000
    )Per common share attributable to common sharehoders (basic
and diluted):Continuing operations
    
    $
    (0.05
    )
    
    $
    (0.05
    )Discontinued operations
    
    
    (0.13
    )
    
    
    (0.01
    )$
    (0.18
    )
    
    $
    (0.06
    )Amounts attributable to Cedar Shopping Centers, Inc.
common shareholders, net of limited partners interest:Loss from continuing operations
    
    $
    (3,582,000
    )
    
    $
    (3,073,000
    )Loss from discontinued operations
    
    
    (8,727,000
    )
    
    
    (587,000
    )Gain on sales of discontinued operations
    
    
    
    
    
    
    170,000Net loss
    
    $
    (12,309,000
    )
    
    $
    (3,490,000
    )Dividends declared per common share
    
    $
    0.09
    
    
    $
    Weighted average number of common shares outstanding
    
    
    67,227,000
    
    
    
    58,728,000
   5




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CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statements of Equity
 Three months ended March 31, 2011  (unaudited)
 Cedar Shopping Centers, Inc. ShareholdersPreferred stock
    
    
    Common stock
    
    
    
    
    
    
    
    
    
    
    Cumulative
    
    
    Accumulated$25.00
    
    
    
    
    
    
    
    
    
    Treasury
    
    
    Additional
    
    
    distributions
    
    
    otherLiquidation
    
    
    
    
    
    
    $0.06
    
    
    stock,
    
    
    paid-in
    
    
    in excess of
    
    
    comprehensiveShares
    
    
    value
    
    
    Shares
    
    
    Par value
    
    
    at cost
    
    
    capital
    
    
    net income
    
    
    (loss) income
    
    
    TotalBalance, December 31, 2010
    
    
    6,400,000
    
    
    $
    158,575,000
    
    
    
    66,520,000
    
    
    $
    3,991,000
    
    
    $
    (10,367,000
    )
    
    $
    712,548,000
    
    
    $
    (231,275,000
    )
    
    $
    (3,406,000
    )
    
    $
    630,066,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,808,000
    )
    
    
    
    
    
    
    (8,808,000
    )Unrealized gain on change in fair value
of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    294,000
    
    
    
    294,000Total other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (8,514,000
    )Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    526,000
    
    
    
    32,000
    
    
    
    (31,000
    )
    
    
    241,000
    
    
    
    
    
    
    
    
    
    
    
    242,000Net proceeds from dividend
reinvestment and
direct stock purchase plan
    
    
    
    
    
    
    
    
    
    
    471,000
    
    
    
    28,000
    
    
    
    
    
    
    
    2,779,000
    
    
    
    
    
    
    
    
    
    
    
    2,807,000Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,501,000
    )
    
    
    
    
    
    
    (3,501,000
    )Distributions to common shareholders/
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,052,000
    )
    
    
    
    
    
    
    (6,052,000
    )Reallocation adjustment of limited
partners interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    134,000
    
    
    
    
    
    
    
    
    
    
    
    134,000Balance, March 31, 2011
    
    
    6,400,000
    
    
    $
    158,575,000
    
    
    
    67,517,000
    
    
    $
    4,051,000
    
    
    $
    (10,398,000
    )
    
    $
    715,702,000
    
    
    $
    (249,636,000
    )
    
    $
    (3,112,000
    )
    
    $
    615,182,000
 Noncontrolling InterestsLimitedMinority
    
    
    partnersinterests in
    
    
    interest inconsolidated
    
    
    Operating
    
    
    
    
    
    
    Totaljoint ventures
    
    
    Partnership
    
    
    Total
    
    
    equityBalance, December 31, 2010
    
    $
    62,050,000
    
    
    $
    6,355,000
    
    
    $
    68,405,000
    
    
    $
    698,471,000Net loss
    
    
    (25,000
    )
    
    
    (141,000
    )
    
    
    (166,000
    )
    
    
    (8,974,000
    )Unrealized gain on change in fair value
of cash flow hedges
    
    
    
    
    
    
    2,000
    
    
    
    2,000
    
    
    
    296,000Total other comprehensive loss
    
    
    (25,000
    )
    
    
    (139,000
    )
    
    
    (164,000
    )
    
    
    (8,678,000
    )Deferred compensation activity, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    242,000Net proceeds from dividend
reinvestment and
direct stock purchase plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,807,000Preferred distribution requirements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,501,000
    )Distributions to common shareholders/
noncontrolling interests
    
    
    (289,000
    )
    
    
    (69,000
    )
    
    
    (358,000
    )
    
    
    (6,410,000
    )Reallocation adjustment of limited
partners interest
    
    
    
    
    
    
    (73,000
    )
    
    
    (73,000
    )
    
    
    61,000Balance, March 31, 2011
    
    $
    61,736,000
    
    
    $
    6,074,000
    
    
    $
    67,810,000
    
    
    $
    682,992,000
   6




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CEDAR SHOPPING CENTERS, INC.
 
 Consolidated Statements of Cash Flows
 Three months ended March 31,2011
    
    
    2010Cash flow from operating activities:Net loss
    
    $
    (9,093,000
    )
    
    $
    (1,160,000
    )Adjustments to reconcile net loss to net cash provided by operating activities:Non-cash provisions:Equity in income of unconsolidated joint ventures
    
    
    (791,000
    )
    
    
    (356,000
    )Distributions from unconsolidated joint ventures
    
    
    379,000
    
    
    
    120,000Impairments
    
    
    
    
    
    
    1,555,000Acquisition transaction costs and terminated projects
    
    
    1,539,000
    
    
    
    1,271,000Impairments  discontinued operations
    
    
    9,916,000
    
    
    
    248,000Gain on sales of real estate
    
    
    (28,000
    )
    
    
    (175,000
    )Straight-line rents
    
    
    (519,000
    )
    
    
    (787,000
    )Provision for doubtful accounts
    
    
    1,053,000
    
    
    
    678,000Depreciation and amortization
    
    
    10,459,000
    
    
    
    11,380,000Amortization of intangible lease liabilities
    
    
    (1,477,000
    )
    
    
    (2,335,000
    )Amortization/market price adjustments relating to stock-based compensation
    
    
    829,000
    
    
    
    1,215,000Amortization and accelerated write-off of deferred financing costs
    
    
    1,006,000
    
    
    
    1,207,000Increases/decreases in operating assets and liabilities:Rents and other receivables, net
    
    
    (4,402,000
    )
    
    
    (3,918,000
    )Joint venture settlements
    
    
    231,000
    
    
    
    (1,473,000
    )Prepaid expenses and other
    
    
    (1,208,000
    )
    
    
    (1,029,000
    )Accounts payable and accrued expenses
    
    
    (3,664,000
    )
    
    
    (2,754,000
    )Net cash provided by operating activities
    
    
    4,230,000
    
    
    
    3,687,000Cash flow from investing activities:Expenditures for real estate and improvements
    
    
    (53,583,000
    )
    
    
    (8,029,000
    )Net proceeds from sales of real estate
    
    
    5,744,000
    
    
    
    2,056,000Net proceeds from transfers to unconsolidated joint venture, less
cash at dates of transfer
    
    
    3,009,000
    
    
    
    11,379,000Investments in and advances to unconsolidated joint ventures
    
    
    
    
    
    
    (4,302,000
    )Distributions of capital from unconsolidated joint ventures
    
    
    2,555,000
    
    
    
    Construction escrows and other
    
    
    (1,141,000
    )
    
    
    1,040,000Net cash (used in) provided by investing activities
    
    
    (43,416,000
    )
    
    
    2,144,000Cash flow from financing activities:Net advances/(repayments) from/(to) revolving credit facilities
    
    
    22,000,000
    
    
    
    (50,594,000
    )Proceeds from mortgage financings
    
    
    28,100,000
    
    
    
    6,699,000Mortgage repayments
    
    
    (2,401,000
    )
    
    
    (10,913,000
    )Payments of debt financing costs
    
    
    
    
    
    
    (243,000
    )Termination payment related to interest rate swaps
    
    
    
    
    
    
    (5,476,000
    )Noncontrolling interests:Distributions to consolidated joint venture minority interests
    
    
    (289,000
    )
    
    
    Redemption of Operating Partnership Units
    
    
    
    
    
    
    (67,000
    )Distributions to limited partners
    
    
    (127,000
    )
    
    
    (180,000
    )Net proceeds from the sales of common stock
    
    
    2,807,000
    
    
    
    60,227,000Preferred stock distributions
    
    
    (3,549,000
    )
    
    
    (1,969,000
    )Distributions to common shareholders
    
    
    (6,052,000
    )
    
    
    (4,696,000
    )Net cash provided by (used in) financing activities
    
    
    40,489,000
    
    
    
    (7,212,000
    )Net increase (decrease) in cash and cash equivalents
    
    
    1,303,000
    
    
    
    (1,381,000
    )Cash and cash equivalents at beginning of period
    
    
    14,166,000
    
    
    
    17,164,000Cash and cash equivalents at end of period
    
    $
    15,469,000
    
    
    $
    15,783,000
   7




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Cedar Shopping Centers, Inc.
 
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
 Note 1. Organization and Basis of Preparation
      8




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Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
     9




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Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
    Note 2. Summary of Significant Accounting Policies
   10




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Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Real Estate Investments
     11




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
   onditional asset retirement obligation
  Fair Value Measurements
  
    
    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.
  12




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Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
 
   13




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Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Assets Measured at Fair Value on aNon Recurring BasisMarch 31, 2011Asset Description
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalReal estate held
for sale
    
    $
    
    
    
    $
    15,365,000
    
    
    $
    44,061,000
    
    
    $
    59,426,000
 Assets Measured at Fair Value on aNon Recurring BasisDecember 31, 2010Asset Description
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalReal estate held
for sale
    
    $
    
    
    
    $
    22,773,000
    
    
    $
    47,186,000
    
    
    $
    69,959,000
    (a)
 (a)
    
    Excludes net book value of $4.7 million relating to properties subsequently treated as 
held for sale during the three months ended March 31, 2011 and recorded at fair value as of that
date.    14




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
 Intangible Lease Asset/Liability
      15




---



##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
   Cash and Cash Equivalents
  Restricted Cash
  Rents and Other Receivables
   16




---



##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Concentration of Credit Risk
  Other Assets
  March 31,
    
    
    December 31,2011
    
    
    2010Prepaid expenses
    
    $
    4,884,000
    
    
    $
    5,258,000Cumulative mark-to-market adjustments
related to stock-based compensation
    
    
    1,719,000
    
    
    
    2,101,000Property deposits
    
    
    802,000
    
    
    
    1,792,000Other
    
    
    561,000
    
    
    
    525,000$
    7,966,000
    
    
    $
    9,676,000
  17




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
 Deferred Charges, Net
  March 31,
    
    
    December 31,2011
    
    
    2010Lease origination costs (i)
    
    $
    16,020,000
    
    
    $
    16,102,000Financing costs (ii)
    
    
    9,736,000
    
    
    
    10,790,000Other
    
    
    575,000
    
    
    
    1,551,000$
    26,331,000
    
    
    $
    28,443,000
 (i)
    
    Lease origination costs include the unamortized balance of intangible lease assets
resulting from purchase accounting allocations of $7.3 million and $7.7 million,
respectively.(ii)
    
    Financing costs are incurred in connection with the Companys credit facilities and other
long-term debt.  Income Taxes
    18




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
 Derivative Financial Instruments
    Notional values
    
    
    
    Balance
    
    
    Fair valueDesignation/
    
    
    
    
    
    
    
    March 31,
    
    
    
    
    
    
    December 31,
    
    Expiration
    
    sheet
    
    
    March 31,
    
    
    December 31,Cash flow
    
    Derivative
    
    Count
    
    
    2011
    
    
    Count
    
    
    2010
    
    dates
    
    location

    
    2011
    
    
    2010Qualifying
    
    rate swaps
    
    
    2
    
    
    $
    19,995,000
    
    
    
    2
    
    
    $20,094,000
    
    2011  2020
    
    Accounts 
payable and 
accrued expenses
    
    $
    1,451,000
    
    
    $
    1,642,000
  19




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Amount of gain (loss) recognized in othercomprehensive (loss) income (effective portion)Designation/
    
    
    
    March 31,Cash flow
    
    Derivative
    
    2011
    
    
    2010Qualifying
    
    swaps
    
    $
    294,000
    
    
    $
    (997,000
    )
  Limited Partners Interest In Operating Partnership (Mezz OP Units)
   20




---



##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Balance, December 31, 2010
    
    $
    7,053,000Net loss
    
    
    (119,000
    )Unrealized gain on change in fair value
of cash flow hedges
    
    
    2,000Total other comprehensive loss
    
    
    (117,000
    )Distributions
    
    
    (58,000
    )Reallocation adjustment of limited partners interest
    
    
    (61,000
    )Balance, March 31, 2011
    
    $
    6,817,000
 Earnings/ Dividends Per Share
   Stock-Based Compensation
   21




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
     22




---



##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  March 312011
    
    
    2010Restricted share grants
    
    
    574,000
    
    
    
    501,000Average per-share value
    
    $
    5.70
    
    
    $
    6.55Recorded as deferred compensation, net
    
    $
    3,189,000
    
    
    $
    3,275,000Charged to operations:Amortization relating to stock-based compensation
    
    $
    979,000
    
    
    $
    706,000Adjustments to reflect changes in market price of
Companys common stock
    
    
    (150,000
    )
    
    
    509,000Total charged to operations
    
    $
    829,000
    
    
    $
    1,215,000Non-vested shares:Non-vested, beginning of period
    
    
    1,280,000
    
    
    
    980,000Grants
    
    
    574,000
    
    
    
    501,000Vested during period
    
    
    (291,000
    )
    
    
    (113,000
    )Forfeitures/cancellations
    
    
    (15,000
    )
    
    
    Non-vested, end of period
    
    
    1,548,000
    
    
    
    1,368,000Average value of non-vested shares (based on
valuation at date of grant)
    
    $
    5.54
    
    
    $
    6.49Weighted average value of shares forfeited
    
    $
    5.66
    
    
    $
    Value of shares vested during the
period (based on valuation at date of grant)
    
    $
    2,594,000
    
    
    $
    1,790,000
     23




---



##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
 Supplemental consolidated statements of cash flows information
 Three months ended March 31,2011
    
    
    2010Supplemental disclosure of cash activities:Interest paid
    
    $
    11,270,000
    
    
    $
    13,620,000Supplemental disclosure of non-cash activities:Additions to deferred compensation plans
    
    
    3,189,000
    
    
    
    3,275,000Assumption of mortgage loans payable  disposition
    
    
    
    
    
    
    (7,740,000
    )Conversion of OP Units into common stock
    
    
    
    
    
    
    163,000Purchase accounting allocations:Intangible lease assets
    
    
    
    
    
    
    (2,130,000
    )Other non-cash investing and financing activities:Accrued interest rate swap liabilities
    
    
    (191,000
    )
    
    
    (1,110,000
    )Accrued real estate improvements and construction escrows
    
    
    (299,000
    )
    
    
    (2,190,000
    )Capitalization of deferred financing costs
    
    
    264,000
    
    
    
    293,000Deconsolidation of properties transferred to joint venture:Real estate, net
    
    
    
    
    
    
    79,542,000Other assets/liabilties, net
    
    
    
    
    
    
    (60,366,000
    )Investment in and advances to unconsolidated joint
venture
    
    
    
    
    
    
    4,504,000Settlement receivable from unconsolidated joint venture
    
    
    
    
    
    
    3,705,000
 Recently-Issued Accounting Pronouncements
   24




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
 Note 3. Real Estate/Discontinued Operations/Investment in Cedar/RioCan Joint Venture
  Wholly-owned properties
    Discontinued operations
   25




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
   26




---



##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Mortgage loans payableProperty carrying value
    
    
    Maturity
    
    
    Int.
    
    
    Financial statement carrying valueProperty Description
    
    State
    
    Mar. 31, 2011
    
    
    Dec. 31, 2010
    
    
    date
    
    
    rate
    
    
    Mar. 31, 2011
    
    
    Dec. 31, 2010Carrolton Discount Drug Mart Plaza (a)
    
    OH
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Centerville Discount Drug Mart Plaza
    
    OH
    
    
    2,481,000
    
    
    
    2,481,000
    
    
    May 2015
    
    
    5.2
    %
    
    
    2,729,000
    
    
    
    2,743,000Clyde Discount Drug Mart Plaza
    
    OH
    
    
    2,167,000
    
    
    
    2,287,000
    
    
    May 2015
    
    
    5.2
    %
    
    
    1,893,000
    
    
    
    1,903,000Columbia Mall
    
    PA
    
    
    10,377,000
    
    
    
    10,774,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Enon Discount Drug Mart Plaza (b)
    
    OH
    
    
    
    
    
    
    4,598,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Family Dollar at Zanesville (a)
    
    OH
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fairfield Plaza
    
    CT
    
    
    10,133,000
    
    
    
    10,150,000
    
    
    July 2015
    
    
    5.0
    %
    
    
    4,984,000
    
    
    
    5,009,000FirstMerit Bank at Akron
    
    OH
    
    
    711,000
    
    
    
    760,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    FirstMerit Bank at Cuyahoga Falls
    
    OH
    
    
    569,000
    
    
    
    569,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gahanna Discount Drug Mart Plaza
    
    OH
    
    
    5,232,000
    
    
    
    7,103,000
    
    
    Nov 2016
    
    
    5.8
    %
    
    
    4,904,000
    
    
    
    4,924,000Grove City Discount Drug Mart Plaza
    
    OH
    
    
    2,771,000
    
    
    
    2,911,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Hilliard Discount Drug Mart Plaza
    
    OH
    
    
    2,489,000
    
    
    
    2,627,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Hills & Dales Discount Drug Mart
Plaza (b)
    
    OH
    
    
    
    
    
    
    3,263,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lodi Discount Drug Mart Plaza
    
    OH
    
    
    2,466,000
    
    
    
    2,550,000
    
    
    May 2015
    
    
    5.2
    %
    
    
    2,307,000
    
    
    
    2,319,000Long Reach Village (a)
    
    MD
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mason Discount Drug Mart Plaza
    
    OH
    
    
    4,347,000
    
    
    
    4,499,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    McCormick Place
    
    OH
    
    
    1,947,000
    
    
    
    3,942,000
    
    
    Aug 2017
    
    
    6.1
    %
    
    
    2,577,000
    
    
    
    2,587,000Ontario Discount Drug Mart Plaza
    
    OH
    
    
    2,534,000
    
    
    
    2,534,000
    
    
    May 2015
    
    
    5.2
    %
    
    
    2,131,000
    
    
    
    2,141,000Pickerington Discount Drug Mart Plaza
    
    OH
    
    
    3,403,000
    
    
    
    3,532,000
    
    
    Jul 2015
    
    
    5.0
    %
    
    
    4,051,000
    
    
    
    4,072,000Polaris Discount Drug Mart Plaza
    
    OH
    
    
    4,396,000
    
    
    
    4,640,000
    
    
    May 2015
    
    
    5.2
    %
    
    
    4,347,000
    
    
    
    4,369,000Pondside Plaza (a)
    
    NY
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Powell Discount Drug Mart Plaza (a)
    
    OH
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shelby Discount Drug Mart Plaza
    
    OH
    
    
    1,824,000
    
    
    
    1,925,000
    
    
    May 2015
    
    
    5.2
    %
    
    
    2,130,000
    
    
    
    2,141,000Westlake Discount Drug Mart Plaza
    
    OH
    
    
    1,579,000
    
    
    
    1,667,000
    
    
    Dec 2016
    
    
    5.6
    %
    
    
    3,152,000
    
    
    
    3,165,00059,426,000
    
    
    
    72,812,000
    
    
    
    
    
    
    
    
    
    
    
    35,205,000
    
    
    
    35,373,000Development Land Parcel (b)
    
    PA
    
    
    
    
    
    
    1,849,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    59,426,000
    
    
    $
    74,661,000
    
    
    
    
    
    
    
    
    
    
    $
    35,205,000
    
    
    $
    35,373,000
 (a)
    
    Property sold during 2010.(b)
    
    Property sold during 2011.  27




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Three months ended March 31,2011
    
    
    2010Revenues:Rents
    
    $
    2,057,000
    
    
    $
    2,681,000Expense recoveries
    
    
    695,000
    
    
    
    712,000Other
    
    
    307,000
    
    
    
    30,000Total revenues
    
    
    3,059,000
    
    
    
    3,423,000Expenses:Operating, maintenance and management
    
    
    989,000
    
    
    
    1,359,000Real estate and other property-related taxes
    
    
    517,000
    
    
    
    579,000Depreciation and amortization
    
    
    81,000
    
    
    
    1,232,000Interest expense
    
    
    470,000
    
    
    
    611,0002,057,000
    
    
    
    3,781,000Income (loss) from discontinued operations before
impairment charges
    
    
    1,002,000
    
    
    
    (358,000
    )Impairment charges
    
    
    (9,916,000
    )
    
    
    (248,000
    )Loss from discontinued operations
    
    $
    (8,914,000
    )
    
    $
    (606,000
    )Gain on sales of discontinued operations
    
    $
    
    
    
    $
    175,000
 RioCan Joint Venture
    28




---



##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Date of
    
    
    Transfertransfer
    
    
    or
    
    
    Mortgageor
    
    
    purchase
    
    
    Loans
    
    
    Int.Property Description
    
    State
    
    acquisition
    
    
    price
    
    
    Payable (b)
    
    
    rateBlue Mountain Commons
    
    PA
    
    12/10/2009
    (a)
    
    $
    32,150,000
    
    
    $
    17,500,000
    
    
    
    5.0
    %Columbus Crossing
    
    PA
    
    2/23/2010
    (a)
    
    
    24,538,000
    
    
    
    16,880,000
    
    
    
    6.8
    %Creekview Plaza
    
    PA
    
    9/29/2010
    
    
    
    26,240,000
    
    
    
    14,432,000
    
    
    
    4.8
    %Cross Keys Place
    
    NJ
    
    10/13/2010
    
    
    
    26,336,000
    
    
    
    14,600,000
    
    
    
    5.1
    %Exeter Commons
    
    PA
    
    8/3/2010
    
    
    
    53,000,000
    
    
    
    30,000,000
    
    
    
    5.3
    %Franklin Village Plaza
    
    MA
    
    2/4/2010
    (a)
    
    
    54,656,000
    
    
    
    43,500,000
    
    
    
    4.8
    %Gettysburg Marketplace
    
    PA
    
    10/21/2010
    
    
    
    19,850,000
    
    
    
    10,918,000
    
    
    
    5.0
    %Loyal Plaza
    
    PA
    
    5/26/2010
    (a)
    
    
    26,950,000
    
    
    
    12,615,000
    
    
    
    7.2
    %Marlboro Crossroads
    
    MD
    
    10/21/2010
    
    
    
    12,500,000
    
    
    
    6,875,000
    
    
    
    5.1
    %Monroe Marketplace
    
    PA
    
    9/29/2010
    
    
    
    41,990,000
    
    
    
    23,095,000
    
    
    
    4.8
    %Montville Commons
    
    CT
    
    9/29/2010
    
    
    
    18,900,000
    
    
    
    10,500,000
    
    
    
    5.8
    %New River Valley
    
    VA
    
    9/29/2010
    
    
    
    27,970,000
    
    
    
    15,163,000
    
    
    
    4.8
    %Northland Center
    
    PA
    
    10/21/2010
    
    
    
    10,248,000
    
    
    
    6,298,000
    
    
    
    5.0
    %Pitney Road Plaza
    
    PA
    
    9/29/2010
    
    
    
    11,060,000
    
    
    
    6,083,000
    
    
    
    4.8
    %Shaws Plaza
    
    MA
    
    4/27/2010
    (a)
    
    
    20,363,000
    
    
    
    14,200,000
    
    
    
    6.0
    %Stop & Shop Plaza
    
    CT
    
    4/27/2010
    (a)
    
    
    8,974,000
    
    
    
    7,000,000
    
    
    
    6.2
    %Sunset Crossing
    
    PA
    
    12/10/2009
    (a)
    
    
    9,850,000
    
    
    
    4,500,000
    
    
    
    5.0
    %Sunrise Plaza
    
    NJ
    
    9/29/2010
    
    
    
    26,460,000
    
    
    
    13,728,000
    
    
    
    4.8
    %Town Square Plaza
    
    PA
    
    1/26/2010
    
    
    
    18,854,000
    
    
    
    11,000,000
    
    
    
    5.0
    %Towne Crossings
    
    VA
    
    10/21/2010
    
    
    
    19,000,000
    
    
    
    10,450,000
    
    
    
    5.0
    %York Marketplace
    
    PA
    
    10/21/2010
    
    
    
    29,200,000
    
    
    
    16,060,000
    
    
    
    5.0
    %$
    519,089,000
    
    
    $
    305,397,000
 (a)
    
    Initial seven properties previously owned by the Company that were transferred to the
Cedar/RioCan joint venture.(b)
    
    Mortgage loans payable represent either (i) the outstanding balance at the date of transfer,
excluding any mortgage discount or (ii) the loan amount on the date of borrowing.  29




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Cedar/RioCan Joint VentureMarch 31, 2011
    
    
    December 31, 2010Assets:Real estate, net (a)
    
    $
    519,840,000
    
    
    $
    524,447,000Cash and cash equivalents
    
    
    8,654,000
    
    
    
    5,934,000Restricted cash
    
    
    4,925,000
    
    
    
    4,464,000Rent and other receivables
    
    
    3,302,000
    
    
    
    2,074,000Straight-line rent
    
    
    1,457,000
    
    
    
    1,000,000Deferred charges, net
    
    
    12,779,000
    
    
    
    13,269,000Other assets
    
    
    5,404,000
    
    
    
    8,514,000Total assets
    
    $
    556,361,000
    
    
    $
    559,702,000Liabilities and partners capital:Mortgage loans payable (a)
    
    $
    303,157,000
    
    
    $
    293,400,000Due to the Company
    
    
    2,796,000
    
    
    
    6,036,000Unamortized lease liability
    
    
    23,736,000
    
    
    
    24,573,000Other liabilities
    
    
    7,821,000
    
    
    
    7,738,000Preferred stock
    
    
    97,000
    
    
    
    97,000Partners capital:RioCan
    
    
    174,692,000
    
    
    
    181,239,000The Company
    
    
    44,062,000
    
    
    
    46,619,000Total partners capital
    
    
    218,754,000
    
    
    
    227,858,000Total liabilties and partners
capital
    
    $
    556,361,000
    
    
    $
    559,702,000
 (a)
    
    The joint ventures property-specific mortgage loans payable are collateralized
by all of the joint ventures real estate, and bear interest at rates ranging from 4.8% to
7.2% per annum  30




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
 Three months ended March 31,2011
    
    
    2010Statements of operations:Revenues
    
    $
    15,973,000
    
    
    $
    3,085,000Property operating and other expenses
    
    
    2,659,000
    
    
    
    459,000Management fees to the Company
    
    
    467,000
    
    
    
    99,000Real estate taxes
    
    
    1,732,000
    
    
    
    301,000Acquisition transaction costs
    
    
    68,000
    
    
    
    594,000General and administrative
    
    
    71,000
    
    
    
    51,000Depreciation and amortization
    
    
    4,963,000
    
    
    
    512,000Interest and other non-operating expenses, net
    
    
    4,395,000
    
    
    
    478,000Net income
    
    $
    1,618,000
    
    
    $
    591,000RioCan
    
    
    1,294,000
    
    
    
    495,000The Company
    
    
    324,000
    
    
    
    96,000$
    1,618,000
    
    
    $
    591,000
 Secured Revolving Credit Facility
  31




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
 Note 4. Mortgage Loans Payable and Secured Revolving Credit Facilities
  March 31, 2011
    
    December 31, 2010Interest rates
    
    
    
    
    
    Interest ratesBalance
    
    
    Weighted
    
    
    
    
    Balance
    
    
    WeightedDescription
    
    outstanding
    
    
    average
    
    
    Range
    
    outstanding
    
    
    average
    
    
    RangeFixed-rate mortgages (a)
    
    $
    614,450,000
    
    
    
    5.8
    %
    
    5.0%  7.6%
    
    $
    588,575,000
    
    
    
    5.9
    %
    
    5.0%  7.6%Variable-rate mortgages
    
    
    83,560,000
    
    
    
    4.1
    %
    
    2.5% and 5.9%
    
    
    83,568,000
    
    
    
    4.1
    %
    
    2.5% and 5.9%Total property-specific mortgages
    
    
    698,010,000
    
    
    
    5.6
    %
    
    
    
    
    672,143,000
    
    
    
    5.6
    %Stabilized property credit facility
    
    
    51,535,000
    
    
    
    5.5
    %
    
    
    
    
    29,535,000
    
    
    
    5.5
    %Development property credit facility
    
    
    103,062,000
    
    
    
    2.5
    %
    
    
    
    
    103,062,000
    
    
    
    2.5
    %$
    852,607,000
    
    
    
    5.2
    %
    
    
    
    $
    804,740,000
    
    
    
    5.2
    %Fixed-rate mortgages related to:Real estate held for sale 
discontinued
operations (a)
    
    $
    35,205,000
    
    
    
    5.3
    %
    
    5.0%  6.1%
    
    $
    35,373,000
    
    
    
    5.3
    %
    
    5.0%  6.1%
 (a)
    
    Restated to reflect the reclassifications of properties treated as discontinued
operations.  Stabilized Property Revolving Credit Facility
    32




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
  Development Property Revolving Credit Facility
  Note 5. Common Stock
   33




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##### Table of Contents



Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
    Note 6. Subsequent Events
    34




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Cedar Shopping Centers, Inc.
 Notes to Consolidated Financial Statements
 March 31, 2011
 (unaudited)
           35




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Executive Summary
    36




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Summary of Critical Accounting Policies
   Revenue Recognition
   Real Estate Investments
   37




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38




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39




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Stock-Based Compensation
  Results of Operations
   40




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Comparison of the three months ended March 31, 2011 to 2010
 Properties(Decrease)
    
    
    Percent
    
    
    
    
    
    
    held in2011
    
    
    2010
    
    
    increase
    
    
    change
    
    
    Other
    
    
    both periodsTotal revenues
    
    $
    41,620,000
    
    
    $
    41,786,000
    
    
    $
    (166,000
    )
    
    
    0
    %
    
    $
    (405,000
    )
    
    $
    239,000Property operating expenses
    
    
    15,664,000
    
    
    
    14,367,000
    
    
    
    1,297,000
    
    
    
    9
    %
    
    
    324,000
    
    
    
    973,000Depreciation and amortization
    
    
    10,404,000
    
    
    
    10,148,000
    
    
    
    256,000
    
    
    
    3
    %
    
    
    122,000
    
    
    
    134,000General and administrative
    
    
    2,705,000
    
    
    
    2,211,000
    
    
    
    494,000
    
    
    
    22
    %
    
    
    n/a
    
    
    
    n/aImpairments
    
    
    
    
    
    
    1,555,000
    
    
    
    (1,555,000
    )
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aAcquisition transaction costs and
terminated projects
    
    
    1,539,000
    
    
    
    1,320,000
    
    
    
    219,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aNon-operating income and
expense, net (i)
    
    
    11,487,000
    
    
    
    12,914,000
    
    
    
    (1,427,000
    )
    
    
    -11
    %
    
    
    n/a
    
    
    
    n/aDiscontinued operations:Income (loss) from operations
    
    
    1,002,000
    
    
    
    (358,000
    )
    
    
    1,360,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aImpairment charges
    
    
    9,916,000
    
    
    
    248,000
    
    
    
    9,668,000
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aGain on sales
    
    
    
    
    
    
    175,000
    
    
    
    (175,000
    )
    
    
    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), 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
  41




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Impairments
 Acquisition transaction costs and terminated projects
 Non-operating income and expense, net
 Discontinued operations
  42




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Other
 Revenues:Cedar/RioCan joint venture properties
    
    $
    (2,608,000
    )Fees earned by the Company and other
    
    
    393,000Property acquisitions
    
    
    2,042,000Development and redevelopment properties
    
    
    (232,000
    )$
    (405,000
    )Property operating expenses:Cedar/RioCan joint venture properties
    
    $
    (704,000
    )Unallocated compensation and benefits
    
    
    404,000Property acquisitions
    
    
    413,000Development and redevelopment properties
    
    
    211,000$
    324,000Depreciation and amortization expense:Cedar/RioCan joint venture properties
    
    $
    (1,000
    )Property acquisitions
    
    
    316,000Development and redevelopment properties
    
    
    (193,000
    )$
    122,000
 Liquidity and Capital Resources
   43




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44




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45




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Net Cash Flows
 Operating Activities
  Investing Activities
   46




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##### Table of Contents



Financing Activities
  Funds From Operations
    47




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##### Table of Contents



2011
    
    
    2010Net loss attributable to common shareholders
    
    $
    (12,309,000
    )
    
    $
    (3,490,000
    )Add (deduct):Real estate depreciation and amortization
    
    
    10,410,000
    
    
    
    11,328,000Noncontrolling interests:Limited partners interest
    
    
    (260,000
    )
    
    
    (114,000
    )Minority interests in consolidated joint ventures
    
    
    (25,000
    )
    
    
    475,000Minority interests share of FFO applicable to
consolidated joint ventures
    
    
    (1,336,000
    )
    
    
    (1,691,000
    )Equity in income of unconsolidated joint ventures
    
    
    (791,000
    )
    
    
    (356,000
    )FFO from unconsolidated joint ventures
    
    
    1,882,000
    
    
    
    586,000Gain on sales of discontinued operations
    
    
    
    
    
    
    (175,000
    )Gain on sale of real estate
    
    
    (28,000
    )
    
    
    Funds (Used in) From Operations
    
    $
    (2,457,000
    )
    
    $
    6,563,000FFO per common share (assuming conversion of OP Units)
Basic and diluted
    
    $
    (0.04
    )
    
    $
    0.11Weighted average number of common shares (basic):Shares used in determination of basic earnings per share
    
    
    67,227,000
    
    
    
    58,728,000Additional shares assuming conversion of OP Units
    
    
    1,415,000
    
    
    
    1,986,000Shares used in determination of basic FFO per share
    
    
    68,642,000
    
    
    
    60,714,000Weighted average number of common shares (dilutive):Shares used in determination of diluted earnings per
share
    
    
    67,227,000
    
    
    
    58,752,000Additional shares assuming conversion of OP Units
    
    
    1,415,000
    
    
    
    1,986,000Shares used in determination of diluted FFO per share
    
    
    68,642,000
    
    
    
    60,738,000
  48




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Inflation
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
     49




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Item 4.
    
    Controls and Procedures
    50




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Part II Other Information
 
 Item 6.
    
    Exhibits
 Exhibit 31
    
    Section 302 CertificationsExhibit 32
    
    Section 906 Certifications
 
 SIGNATURES
   By:
    
    /s/ LEO S. ULLMAN

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

Lawrence E. Kreider, Jr.Chairman of the Board, Chief
    
    
    
    Chief Financial OfficerExecutive Officer and President
    
    
    
    (Principal financial officer)(Principal executive officer)
   51