##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal years ended
    December 31, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File
    No. 001-32365
 FELDMAN MALL PROPERTIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Maryland

13-4284187(State or other jurisdiction
    incorporation or organization)

(I.R.S. Employer of
    Identification No.)   1010 Northern Boulevard, Suite 314, Great Neck, NY
    11021
 (Address of principal executive
    offices  zip code)
  (516) 684-1239
 Registrants telephone number, including area code
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  o þ
  Form 10-K Form 10-K.  Yes þ o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





FELDMAN
    MALL PROPERTIES, INC.
  FORM 10-K
  TABLE OF CONTENTS
   
  
 10-K andItem No.



PagePART I1
.

Business


41A
.

Risk Factors


131B
.

Unresolved Staff Comments


262
.

Properties


273
.

Legal Proceedings


494
.

Submission of Matters to a Vote of Security
    Holders


49PART II5
.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


506
.

Selected Financial Data


527
.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


547A
.

Quantitative and Qualitative Disclosures about
    Market Risk


708
.

Financial Statements and Supplemental Data


729
.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


1089A
.

Controls and Procedures


1089B
.

Other Information


110PART III10
.

Directors, Executive Officers and Corporate
    Governance


11011
.

Executive Compensation


11012
.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


11013
.

Certain Relationships, Related Transactions and
    Director Independence


11014
.

Principal Accountant Fees and Services


111PART IV15
.

Exhibits and Financial Statements Schedules


11116
.

Signatures


116EX-10.53EX-10.54EX-10.55EX-21.1EX-31EX-32   2




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STATEMENTS
    REGARDING FORWARD-LOOKING INFORMATION
  Form 10-K,
  
    our business strategy, including our renovation and
    repositioning plans;
    our ability to obtain financing and capital for our business;
    our understanding of our competition;
    market trends;
    projected capital expenditures;
    construction costs;
    demand for shop space or retail goods;
    changes in general economic conditions and the markets in which
    we operate;
    availability and creditworthiness of current and prospective
    tenants; and
    lease rates and terms.    Form 10-K
 3




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  General
        Form 10-K
  Corporate
    Structure
  IPO
    and Formation Transactions
        
    Pursuant to separate contribution, merger and related
    agreements, the contributors contributed their direct and
    indirect ownership interests in the contributed entities to us
    in exchange for an aggregate of 123,228 shares of our
    common stock and 1,593,464 OP units. In addition, unaffiliated
    third party investors exchanged their ownership interests in two
    of our joint ventures for $5.0 million in cash. 4




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##### Table of Contents




    The contribution, merger and related agreements provide that
    Larry Feldman, our Chairman, Jim Bourg, our former Chief
    Operating Officer, and Scott Jensen, our Senior Vice President
    of Leasing, retain all right, title and interest held by the
    contributed entities to amounts held in certain cash impound
    accounts established pursuant to the prior $54.8 million
    mortgage loan that was due in 2008 that was secured by the
    Foothills Mall. As of the offering date of our initial public
    offering, or IPO, the balance in these accounts totaled
    $7.6 million. As of December 31, 2005, these impound
    accounts had been released to us by the lender of Foothills Mall
    and distributed to Messrs. Feldman, Bourg and Jensen.
    The contribution, merger and related agreements further provide
    that Feldman Partners, LLC (an entity controlled by Larry
    Feldman and owned by him and his family), Jim Bourg and Scott
    Jensen will receive additional OP units relating to the
    performance of the joint venture that owns the Harrisburg Mall.
    The aggregate value of the additional OP units that may be
    issued with respect to the Harrisburg Mall is equal to 50% of
    the amount, if any, that the internal rate of return achieved by
    us from the joint venture exceeds 15% on our investment on or
    prior to December 31, 2009. The fair value of the right to
    receive these additional OP Units was approximately
    $5.0 million as of the Offering Date.
    We became subject to approximately $74.2 million of
    consolidated mortgage and other indebtedness consisting of
    (i) a $54.8 million mortgage loan secured by the
    Foothills Mall, (ii) a $5.5 million mezzanine loan
    relating to the Foothills Mall, (iii) a $5.9 million
    intercompany loan owed to Feldman Partners, LLC that was used to
    invest in the Harrisburg Mall and the Foothills Mall and to pay
    our predecessors overhead expenses,
    (iv) $4.0 million outstanding under a line of credit
    owed by our predecessor which was incurred to return funds
    advanced by the contributors in connection with the purchase and
    renovation of the Harrisburg Mall and the Foothills Mall, and
    (v) a $4.0 million distribution owed by our
    predecessor to Messrs. Larry Feldman, James Bourg and Scott
    Jensen. In addition, the joint venture that owns the Harrisburg
    Mall remained subject to a construction loan of which the joint
    venture had borrowed approximately $44.3 million as of the
    Offering Date.
    We applied approximately $17.5 million of the net proceeds
    from our initial public offering to repay certain of our
    predecessors outstanding indebtedness, including
    (i) the $5.5 million mezzanine loan relating to the
    Foothills Mall, (ii) $4.0 million of the
    $5.9 million intercompany loan owed to Feldman Partners,
    LLC ($1.9 million of this loan was converted into equity
    securities), (iii) a $4.0 million distribution owed by
    our predecessor to Messrs. Larry Feldman, James Bourg and
    Scott Jensen, and (iv) the $4.0 million outstanding
    under our predecessors line of credit.
    In connection with the formation transactions, we entered into
    agreements with Messrs. Feldman, Bourg and Jensen that
    indemnify them with respect to certain tax liabilities intended
    to be deferred in the formation transactions, if those
    liabilities are triggered either as a result of a taxable
    disposition of a property (Harrisburg Mall or Foothills Mall) by
    our company, or if we fail to offer the opportunity for the
    contributors to guarantee or otherwise bear the risk of loss,
    with respect to certain amounts of our companys debt for
    tax purposes (the contributor-guaranteed debt). With
    respect to tax liabilities arising out of property sales, the
    indemnity will cover 100% of any such liability (approximately
    $5.2 million as of December 31, 2007) until
    December 31, 2009 and will be reduced by 20% of the
    aggregate liability on each of the five following year-ends
    thereafter. 5




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Our
    Industry
    Types of
    Retail Properties
  Square FeetType of Center

Concept/Market

(Including Anchors)

Anchor TypeNeighborhood Center

Convenience

30,000 - 150,000

One or more supermarketsCommunity Center

General merchandise, convenience

100,000 - 350,000

Two or more discount department stores, supermarkets, drug
    stores, home improvement or large specialty/discount apparelRegional Malls*

General merchandise, fashion (typically enclosed and referred
    to as malls)

400,000 - 800,000

Two or more full-line department stores, jr. department
    stores, mass merchant, discount department stores or fashion
    apparelSuper-Regional Malls*

Similar to regional mall but has more variety and assortment
    (typically enclosed and referred to as malls)

800,000+

Three or more full-line department stores, jr. department
    stores, mass merchant or fashion apparelFashion/Specialty Center

Higher-end, fashion-oriented

80,000 - 250,000

FashionLifestyle Center

Upscale specialty stores; dining and entertainment in outdoor
    setting

150,000 -500,000 
    (can be smaller or larger)

Not usually anchored but may include large-format book store,
    multiplex cinema, small department stores and other big boxesPower Center

Category-dominant anchors, few small tenants

250,000 - 600,000

Three or more category killer, home improvement, discount
    department stores, warehouse club or off-price storesTheme/Festival Center

Leisure, tourist-oriented, retail and service

80,000 - 250,000

Restaurants, entertainmentOutlet Center

Manufacturers outlet stores

50,000 - 400,000

Manufacturers outlet stores     *
    
    Target propertiesSource: International Council of Shopping Centers  Malls
     6




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Investment
    Classes
    Classes
    of Malls
  Shop TenantClass

Sales per Square FootClass A


Above $350Class B


$250 - $350Class C


Below $250   Mall
    Renovation Opportunities
        Our
    Business Strategy
    
    Pursue Joint Ventures.  We intend to renovate
    and reposition some of our properties in joint ventures with
    institutional investors. Through these joint ventures, we will
    seek to enhance our returns by supplementing the cash flow we
    receive from our properties with additional management, leasing,
    development and incentive fees from the joint ventures. In
    addition, we will periodically sell partial equity interests in
    our more stabilized assets through joint venture partnerships
    with institutional investors. 7




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
    Implement Renovation and Repositioning
    Strategies.  Subject to future access to capital,
    we intend to continue our ongoing comprehensive renovation and
    repositioning strategies aimed at improving the physical
    appearance, visibility and design of our malls in order to
    increase shopper traffic and tenant sales.
    Maximize Occupancy.  We will seek to remedy
    weak occupancy levels at our properties under redevelopment by
    adding or replacing anchor tenants with powerful consumer draws
    as well as attractive and diverse national and specialty shop
    tenants. We expect to achieve preferable tenant mixes by moving
    tenants into tenant neighborhoods. Tenant
    neighborhoods are clusters of tenants located within a
    concentrated area of a mall that sell to specific consumer
    segments, such as teenagers. A major component of our tenant
    leasing program will include implementing targeted tenant
    marketing campaigns at the local and national levels.
    Drive Revenues Through Leasing.  We will seek
    to increase rental income from existing space by maintaining
    high levels of occupancy, increasing rental rates as current
    leases with below market rents expire, negotiating new leases to
    reflect increases in rental rates and maximizing percentage
    rents. We will also seek to replace underperforming shop tenants
    with stronger tenants whose sales will enhance overall mall
    traffic and tenant sales. Following the completion of the
    renovation and repositioning of our malls, we expect our
    tenants sales per square foot to increase. We expect that
    such increases in sales per square foot will enable our tenants
    to pay higher rents. We also believe that higher tenant sales
    per square foot will generate increased leasing demand from
    higher quality shop tenants. As a result, we believe that our
    malls will tend to have a greater potential for increases in
    rent upon lease renewal in comparison to more stable properties
    owned by other mall REITs.
    Manage Property Intensively.  The core of our
    management strategy is to increase shopper traffic through our
    malls, which improves tenant sales volume and, ultimately,
    rental rates. In certain cases, we may evaluate the replacement
    of heating, ventilation and air conditioning systems in order to
    reduce the cost of energy.  Our
    Financing Strategies
      Competition
  15-mile
   8




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Employees
    Segment
    Information
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K 1-800-SEC-0330 Forms 10-K, 10-Q, 8-K
  Recent
    Developments
  A.
    Financing
    Activity  Convertible
    Preferred Equity Financing
       9




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$25
    Million Credit Facility
  five-day
  Secured
    Line of Credit
      Colonie
    Center Financing
    Stratford
    Square Financing
    B.
    Property
    Activity    C.
    Dividend  Common
    Dividends
   10




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Preferred
    Dividends
    D.
    Other  Stock
    Repurchase
      Executive
    Management Restructuring
      
    Larry Feldman, our chairman, entered into a letter agreement
    with us pursuant to which he agreed to step down as our chief
    executive officer. He remains chairman of the board and is
    employed by us to focus on leasing, anchor tenant retention and
    replacement, redevelopment and construction, and strategic
    direction and planning. Under the terms of this letter
    agreement, Mr. Feldman has agreed to forego any severance
    payments arising out of his change of status, unless his
    employment with us is terminated (without cause) on or prior to
    May 31, 2008.
    Tom Wirth has been named President and remains chief financial
    officer. Mr. Wirth assumed management responsibilities for
    our company with a focus on public company obligations,
    including timely financial reporting.
    To provide support to, and more direct oversight of management,
    the independent board members have formed an executive
    committee. The executive committee will remain in place until
    such time as we have retained additional executive talent, or
    the committee deems its assistance is no longer required.   11




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Outsourcing
    of Accounting and Management Functions
      Appointment
    of Two New Board Members
      Consideration
    of Strategic Alternatives
   12




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ITEM 1A.
    RISK
    FACTORS  Risks
    Related to Our Properties and Operations
  Our
    investments in underperforming or distressed malls could be
    subject to higher than anticipated costs and unexpected
    redevelopment delays, which would adversely affect our
    investment returns, harm our operating results and reduce funds
    available for distributions to our stockholders.
    The
    assumptions we make in evaluating a renovation or repositioning
    opportunity may not prove to be correct and, as a result, our
    investment returns may be adversely impacted.
    Our
    properties are limited to seven geographic areas leaving us
    exposed to economic downturns in those areas.
    We
    have a limited operating history and might not be able to
    operate our business or implement our strategies
    successfully.
   13




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Managements
    Internal Control Assessment
    Any
    tenant bankruptcies or leasing delays we encounter, particularly
    with respect to our anchor tenants, could adversely affect our
    operating results and financial condition.
      Certain
    provisions of our leases with some of our tenants may harm our
    operating performance.
  and/or
    Joint
    venture investments could be subject to additional risks as a
    result of our lack of sole
    decision-making
    authority.
   14




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co-venturer co-venturers and/or co-venturers
  Adverse
    economic or other conditions in the markets in which we do
    business could negatively affect our occupancy levels and rental
    rates and therefore our operating results.
    
    the national economic climate and the local or regional economic
    climate in the markets in which we operate, which may be
    adversely impacted by, among other factors, industry slowdowns,
    relocation of businesses and changing demographics;
    periods of economic slowdown or recession, rising interest rates
    or the public perception that any of these events may occur,
    which could result in a general decline in rent under our leases
    or an increase in tenant defaults;
    local or regional real estate market conditions such as the
    oversupply of shop space in a particular area;
    negative perceptions by retailers or shoppers of the safety,
    convenience and attractiveness of our properties and the areas
    in which they are located;
    increases in operating costs, including the need for capital
    improvements, insurance premiums, real estate taxes and
    utilities;
    changes in supply of or demand for similar or competing
    properties in an area;
    the impact of environmental protection laws;
    earthquakes and other natural disasters, terrorist acts, civil
    disturbances or acts of war which may result in uninsured or
    underinsured losses; and
    changes in tax, real estate and zoning laws.  Competition
    may impede our ability to renew leases or re-let space as leases
    expire and require us to undertake unbudgeted capital
    improvements, which could harm our operating
    results.
    
    The Harrisburg Mall faces competition from two regional malls, a
    lifestyle center and four power centers located within
    10 miles of the property. 15




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
    The Foothills Mall faces competition from three regional malls
    and seven power centers within 12 miles of this property.
    We expect the construction of new retail properties to increase
    modestly in proportion to demand so that vacancy levels remain
    low.
    The Colonie Center Mall faces competition from three regional
    malls described below that comprise approximately
    3.2 million square feet of shop space. Four power centers
    that comprise approximately 2.2 million square feet are
    located within five miles of the property.
    The Stratford Square Mall faces competition from two
    super-regional shopping centers situated within Stratford Square
    Malls trade region. In addition, there are two smaller
    malls that compete to a lesser degree with Stratford.
    The Tallahassee Mall faces competition from Governors
    Square Mall, which is a super-regional mall located
    approximately five miles southeast of the Tallahassee Mall.
    The Northgate Mall faces competition from three super-regional
    malls that comprise approximately 4.8 million square feet
    of shop space. Additional retail competition totals an
    additional 2.7 million square feet, including one power
    center.
    The Golden Triangle Mall faces competition from two
    super-regional malls within 18 miles and two smaller malls
    that compete to a lesser degree with Golden Triangle. In
    addition, a new mixed-use development with a life style center
    is scheduled to possibly open in 2010 and a new super-regional
    mall, scheduled to open in 2007, will be primary competitors. In
    addition, there may be additional development in the immediate
    vicinity of the mall.    Our
    leases do not allow us to pass on all real estate related costs
    to our tenants and, if such costs increase, they could reduce
    our cash flow and funds available for
    distributions.
    We may
    seek to acquire, renovate and reposition a property in a new,
    less familiar geographic area, and such an expansion may not
    prove successful or achieve expected performance even if
    successfully completed.
   16




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We may
    not be successful in identifying and consummating suitable
    acquisitions that meet our investment criteria, which may impede
    our long-term growth and negatively affect our long-term results
    of operations.
  property-by-property market-by-market
    
    competition from local investors and other real estate investors
    with significant capital, including other publicly traded REITs
    and institutional investment funds, that may significantly
    increase the purchase price of the property, which could reduce
    our profitability;
    unsatisfactory completion of due diligence investigations and
    other customary closing conditions;
    failure to finance an acquisition on favorable terms or at
    all; or
    acquisitions of properties subject to liabilities and without
    any recourse, or with only limited recourse, with respect to
    unknown liabilities such as liabilities for
    clean-up of
    undisclosed environmental contamination, claims by persons
    dealing with the former owners of the properties and claims for
    indemnification by general partners, directors, officers and
    others indemnified by the former owners of the properties.  We may
    not be successful in integrating and operating acquired
    properties which could adversely affect our results of
    operations.
    Uninsured
    losses or losses in excess of our insurance coverage could
    result in a loss of our investment, anticipated profits and cash
    flow from a property.
    Increases
    in taxes and regulatory compliance costs may reduce our
    revenue.
   17




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Risks
    Related to the Real Estate Industry
  Recent
    disruptions in the financial markets could have adverse effects
    on us.
    Any
    negative perceptions of the mall industry generally by the
    investing public may result in a decline in our stock
    price.
    Illiquidity
    of real estate investments could significantly impede our
    ability to respond to adverse changes in the performance of our
    properties.
      We
    could incur significant costs related to environmental
    matters.
   18




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Costs
    associated with complying with the Americans with Disabilities
    Act of 1990 may result in unanticipated
    expenses.
    Risks
    Related to Our Organization and Structure
  Our
    management team received material benefits upon completion of
    our IPO, including a 9.8% equity stake in our Company which
    could allow them to exercise significant influence over matters
    submitted to our stockholders.
   19




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day-to-day
  Conflicts
    of interest could arise as a result of our relationship with our
    operating partnership and the resolution of such conflicts may
    not be in our favor.
             20




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Conflicts
    of interest between management and our stockholders may arise
    that could impact potential dispositions.
    Our
    managements right to receive OP units upon the achievement
    of certain performance thresholds relating to the Harrisburg
    Mall may cause them to devote a disproportionate amount of time
    to such performance thresholds, which could cause our overall
    operating performance to suffer.
      We may
    pursue less vigorous enforcement of terms of contribution,
    merger and other related agreements because of conflicts of
    interest with certain of our officers.
  and/or
  Our
    organizational documents, including the stock ownership limit
    imposed by our charter, may inhibit market activity in our stock
    and could delay, defer or prevent a change in control
    transaction.
   21




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Certain
    provisions of Maryland law could inhibit changes in
    control.
    Our
    board of directors has the power to issue additional shares of
    our stock in a manner that may not be in your best
    interests.
    Our
    rights and the rights of our stockholders to take action against
    our directors and officers are limited.
   22




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Our
    business could be harmed if key personnel with long standing
    business relationships in the real estate business terminate
    their employment with us.
    Risks
    Related to Our Organization and Operation as a REIT
  To
    maintain our REIT status, we may be forced to borrow funds on a
    short-term basis during unfavorable market
    conditions.
    Distributions
    payable by REITs do not qualify for the reduced tax rates under
    recently enacted tax legislation.
      Possible
    legislative or other actions affecting REITs could reduce our
    total return to our stockholders or cause us to terminate our
    REIT status.
     23




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If we
    fail to qualify as a REIT, our distributions will not be
    deductible by us and we will be subject to corporate level tax
    on our taxable income. This would reduce the cash available to
    make distributions to our stockholders and may have significant
    adverse consequences on the value of our stock.
    
    we would not be allowed a deduction for distributions to
    stockholders in computing our taxable income and would be
    subject to U.S. federal income tax at regular corporate
    rates;
    we also could be subject to the U.S. federal alternative
    minimum tax and possibly increased state and local
    taxes; and
    unless we are entitled to relief under applicable statutory
    provisions, we could not elect to be taxed as a REIT for the
    four taxable years following a year during which we were
    disqualified.      We
    will pay some taxes which will reduce the amount of funds
    available to make distributions to our
    stockholders.
   24




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Risks
    Related to Our Debt Financings
  The
    current dislocations in the real estate sector and the current
    weakness in the broader financial market, could affect our
    ability to obtain debt financing on favorable terms (or at all)
    and have other adverse effects on us.
    Required
    payments of principal and interest on borrowings may leave us
    with insufficient cash to operate our properties or to pay the
    distributions currently contemplated or necessary to maintain
    our qualification as a REIT and may expose us to the risk of
    default under our debt obligations.
      
    our cash flow may be insufficient to meet our required principal
    and interest payments;
    we may be unable to borrow additional funds as needed or on
    favorable terms, including to make distributions required to
    maintain our REIT status;
    we may be unable to refinance our indebtedness at maturity or
    the refinancing terms may be less favorable than the terms of
    our original indebtedness;
    an increase in interest rates could materially increase our
    interest expense;
    we may be forced to dispose of one or more of our properties,
    possibly on disadvantageous terms;
    our debt level could place us at a competitive disadvantage
    compared to our competitors with less debt;
    we may experience increased vulnerability to economic and
    industry downturns, reducing our ability to respond to changing
    business and economic conditions;
    we may default on our obligations and the lenders or mortgagees
    may foreclose on our properties that secure their loans and
    receive an assignment of rents and leases;
    we may violate restrictive covenants in our loan documents,
    which would entitle the lenders to accelerate our debt
    obligations; and
    Our current debt violations could require us to have an adverse
    change in our loan terms  Our
    organizational documents contain no limitations on the amount of
    indebtedness we may incur, and our cash flow and ability to make
    distributions could be adversely affected if we become highly
    leveraged.
   25




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and/or
  Increases
    in interest rates may increase our interest expense and reduce
    our cash flow and impair our ability to service our indebtedness
    and make distributions to our stockholders.
      Our
    cash flow is not assured. If our cash flow is reduced, we may
    not be able to make distributions to our
    stockholders.
  Form 10-K.
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   26




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ITEM 2.
    PROPERTIES    Wholly
    Owned Properties
  ShopShop


Shop





TenantProperty & Year

Total


Rentable





Tenant


Tenants


Annualized


Base RentBuilt/ Most Recent

Square


Square


Percentage


Square


Percentage


Base


per Leased


Owned

Non-OwnedRenovation

Feet


Feet


Leased


Feet


Leased


Rent


Sq. Ft.


Anchors

AnchorsStratford Square Mall 1966/2007


1,300



629



95.7
%


384



67.8
%

$
6,540


$
25.38


JCPenney

Marshall Fields;
    Sears; Kohls;
    Carson Pirie Scott;
    Burlington Coat
    FactoryTallahassee Mall 1971/1993


966



966



92.9



204



76.8



7,170



24.27


Dillards(1); Belks;
    Burlington Coat
    Factory; AMC
    Theaters

Northgate Mall 1972/1993


947



577



95.1



315



68.4



7,215



25.07


Macys;
    JCPenney(2)

Dillards; SearsGolden Triangle Mall 1969/2004


765



288



98.8



171



68.1



2,996



20.97




Sears; JCPenney;
    Dillards; Macys;
    DSWTotal/Weighted Average


3,978



2,460



94.8
%


1,074



69.7
%

$
23,921


$
24.47     1)
    
    In connection with their lease expiration, Dillards
    vacated their space at the Tallahassee Mall on January 31,
    2008.2)
    
    During July 2007, we purchased the JCPenney anchor store at the
    Northgate Mall. JCPenney vacated the anchor store and we are
    presently redeveloping the site.  Joint
    Venture Properties
  ShopShop

Shop



TenantProperty (Ownership

Total

Rentable



Tenant

Tenants

Annualized

Base RentInterest) & Year Built/Most

Square

Square

Percentage

Square

Percentage

Base

per Leased

Owned

Non-OwnedRecent Renovation

Feet

Feet

Leased

Feet

Leased

Rent

Sq. Ft.

Anchors

AnchorsFoothills Mall (31)% 1983/2004


711



502



99.7
%


230



90.1
%

$
7,827


$
20.32


Barnes & Noble;
    Linens N Things;
    AMC Cineplex;
    Ross Dress for Less;
    Saks Off 5th Ave;
    Nike

Wal-Mart(3)Colonie Center Mall (25)% 1969/2007


1,200



668



91.6



336



76.7



7,187



26.35


Boscovs;
    Christmas Tree Shops

Macys;
    SearsHarrisburg Mall (25)% 1969/2004


922



922



86.4



270



60.0



6,014



25.62


Bass Pro Shops;
    Boscovs;
    Macys

Total/Weighted Average


2,833



2,092



91.2
%


836



75.0
%

$
21,028


$
23.86   3)
    
    Wal-Mart is a shadow anchor that is located on a
    separate land parcel adjacent to the Foothills Mall. 27




---



##### Table of Contents




    Total Square Feet includes Rentable Square Feet and the square
    feet occupied by nonowned anchor tenants.
    Rentable Square Feet includes all owned square feet, including
    owned-anchor square feet.
    Shop Tenant Square Feet consists of all Rentable Square Feet,
    less (a) anchor and junior anchor square feet, (b) all
    out parcel square feet, and (c) non-retail square feet.
    Percentage Leased is calculated based on leases executed as of
    December 31, 2007 and includes owned anchor tenant space.
    Shop Tenants Percentage Leased is calculated based on leases
    executed as of December 31, 2007 by shop tenants and
    non-anchor tenants. These figures exclude leases to tenants
    under temporary leases, which are leases for an initial term of
    less than one year.
    Annualized Base Rent is calculated based on monthly base rent
    derived from 100% of our existing lease agreements executed as
    of December 31, 2007 and annualized for a
    12-month
    period, except as set forth below. The Annualized Base Rent
    figures appearing in the table above are based on net rent,
    which means that the rent shown above does not include certain
    additional charges that are passed on to the tenants, including
    common area maintenance charges and real estate taxes.
    Annualized Base Rent does not include (a) any additional
    revenues from temporary or
    month-to-month
    tenants or tenants paying rent based on a percentage of the
    tenants sales,
    (b) lease-up
    of vacant space, (c) rental increases occurring after
    December 31, 2007 or (d) pass-through of operating
    expenses to tenants.
    Shop Tenant Base Rent Per Leased Square Foot is calculated based
    on monthly base rent derived from shop tenant leases executed
    and in occupancy as of December 31, 2007 and annualized for
    a 12-month
    period, with the product divided by the rentable square feet
    leased to shop tenants as of such date.
    Non-owned Anchor Tenants are anchor tenants of the mall, but we
    do not own their improvements or their underlying land and
    therefore we will not collect rent from these retailers. We
    refer to these retailers as non-owned anchor tenants. We believe
    non-owned anchor tenants are important to a property because the
    attractiveness of the anchor retailers at the property (whether
    or not we collect rent from them) may significantly affect the
    leasing of owned space and shop tenant sales at the property.
    Wal-Mart is a non-owned anchor tenant of the Foothills Mall and
    occupies and owns a super center consisting of approximately
    210,000 square feet, which shares a common parking lot and
    entrance road with the Foothills Mall. 28




---



##### Table of Contents



Tenant
    Diversification
    Top 10
    Tenants by Annualized Base Rent
  % ofTotal





% of





FeldmanPrincipal






Rentable





Total





Share ofMall

Nature of

Lease

Rentable


Square


Annualized


Annualized


Base Rent


AnnualizedTenant

Location

Business

Expiration

Sq. Feet


Feet(1)


Base Rent


Base Rent


per Sq. Ft.


Base Rent1

Loews Cineplex and AMC Theaters

Foothills, Tallahassee

Multi Screen

2016 - 2017


146,500



3.2
%

$
2,231,771



5.0
%

$
15.23


$
1,405,8162

Macys

Harrisburg, Northgate

Department Store

2014 - 2024


367,280



8.1
%


1,950,000



4.3
%


5.31



1,800,0003

The Limited

Colonie, Foothills, Golden Triangle, Harrisburg, Northgate,
    Stratford, Tallahassee

Department Store

2008 - 2017


83,401



1.8
%


1,716,410



3.8
%


41.74



1,368,4734

Century Theaters, Inc.

Stratford

Multi Screen Movie Theater

2022


50,141



1.1
%


1,203,384



2.7
%


24.00



1,203,3845

Boscovs

Colonie Harrisburg

Discount Department Store

2018 -2023


413,244



9.1
%


1,105,000



2.5
%


2.67



276,2506

Barnes & Noble

Colonie, Foothills, GTM, Northgate, Tallahassee

Book Store

2012-2018


89,909



2.0
%


1,040,414



2.3
%


11.58



799,6447

Christmas Tree Shops (a division of Bed Bath & Beyond

Colonie

Discount Department Store

2018


57,207



1.3
%


943,025



2.1
%


16.48



235,7568

Footlocker

Colonie, Harrisburg, Northgate, Tallahassee

Shoe Store

2008-2018


37,329



0.8
%


870,958



1.9
%


23.33



537,0609

Bass Pro Shops

Harrisburg

Sportsmans Superstore

2019


219,269



4.8
%


843,832



1.9
%


3.85



210,95810

Linens N Things

Foothills

Discount Store

2013


41,480



0.9
%


414,800



0.9
%


10.00



127,758Total/Weighted Average








1,505,657



33.1
%

$
12,319,594



27.4
%

$
8.18


$
7,965,100     (1)
    
    The percentage of Total Rentable Square Feet excludes non-owned
    anchor tenants. 29




---



##### Table of Contents



Lease
    Expiration
    Lease
    Expiration Table  Total Portfolio
  Number of


Expiring


% of Total Sq.








ExpiringExpiring


Rentable


Ft.


Expiring Base


% of Total Base


Base RentLease Expiration Year

Leases


Area(1)


Expiring


Rent(2)


Rent


per Sq. Ft.2008


78



342,539



9.85



4,018,933



8.9


$
11.73
(3)2009


65



180,437



5.19



3,632,305



8.1



20.132010


70



182,839



5.26



4,288,409



9.5



23.452011


65



261,647



7.52



5,206,018



11.6



19.902012


49



309,351



8.89



3,984,367



8.9



12.882013


37



331,602



9.53



4,141,129



9.2



12.492014


34



305,197



8.77



4,405,513



9.8



14.432015


21



83,551



2.40



1,678,042



3.7



20.082016


19



137,810



3.96



2,932,591



6.5



21.282017 and thereafter


53



1,344,218



38.64



10,662,042



23.7



7.93Total/Weighted Average


491



3,479,191



100.0
%

$
44,949,349



100.0
%

$
12.92     (1)
    
    Expiring rentable area excludes 168,479 square feet on
    tenants paying percentage rent as of December 31, 2007.(2)
    
    Annualized base rent as of December 31, 2007 (leases
    executed as of that date). Excludes revenues from leases to
    tenants under temporary leases or tenants paying rents on a
    percent-of-sales basis.(3)
    
    2008 expirations include Dillards at Tallahassee Mall,
    totaling 203,660 square feet at $1.38 per square foot of
    base rent.  Wholly
    Owned Properties
  Stratford
    Square Mall
  Overview
       30




---



##### Table of Contents



Renovation
    and Repositioning Plan
    
    New Movie Theatre Tenant.  In July 2007, we
    opened a state-of-the-art, multi-screen cineplex, with Cinemark
    Theaters. Similar to our Foothills Mall property, the objective
    is to support the shop tenants with a movie theatre that is
    entered only through the interior of the mall. Over time, the
    plan contemplates that the theater will draw restaurant tenants
    to the mall. Pursuant to dispute provisions in our lease with
    Cinemark, we have entered into an arbitration proceeding related
    to cost responsibility pursuant to the completion of theater
    totaling approximately $1.0 million. In addition, we have
    taken action to collect delinquent rent in the amount of
    approximately $800,000. Pursuant to that action, Cinemark has
    commenced rent payments.
    Redirecting Anchor Tenant Traffic.  We are near
    completion of the renovations of the interior common areas and
    the mall entrances. The objective with respect to this
    renovation is to create a unique series of indoor mall features
    that will complement the malls attractive architecture.
    Signage.  We will improve the visibility of the
    mall by adding significantly upgraded signage, including a
    series of new pylon signs (subject to municipal approvals) that
    will be visible from nearby local roads.
    Restaurants.  We will focus a significant
    portion of our continuing leasing efforts towards tenants that
    are entertainment and tourist destinations, such as upscale and
    trendy restaurants and arcades.    Financing
    Location
    and Demographics
    
    Population.  The suburban Chicago population
    within a
    15-mile
    radius of Stratford Square is approximately 2.0 million
    people according to Claritas.
    Population Growth.  The population within a
    15-mile
    radius of Stratford Square is estimated to have grown by
    approximately 2.2% from 2000 to 2007 and is projected to grow by
    an additional 1.1% from 2007 to 2012 according to Claritas.
    Household Income.  For the year ended
    December 31, 2007, the average household income within a
    15-mile
    radius of the Stratford Square Mall was estimated to be $89,422
    according to Claritas.
    Local Market Characteristics.  Bloomingdale is
    located within 25 miles of the Chicago loop area. The
    Chicago area thrives on its strong, diverse, and growing
    economy. The Chicago area also enjoys one of the finest
    transportation systems of any urban area, a highly skilled labor
    pool, and an appreciation of and devotion to cultural and
    recreational activities that attract corporations and tourists
    from around the world. 31




---



##### Table of Contents



Competition
    
    Woodfield Mall.  The 2.3 million
    square-foot Woodfield Shopping Center is anchored by Nordstrom,
    Marshall Fields, Lord & Taylor, Sears and
    JCPenney and is located approximately eight miles from Stratford
    Square.
    Oakbrook Center.  The 2.0 million
    square-foot Oakbrook Center is an outdoor mall anchored by
    Nordstrom, Marshall Fields, Neiman-Marcus,
    Bloomingdales, Lord & Taylor and Sears and is
    located about 11 miles from Stratford Square.
    Charlestown Mall.  The recently upgraded
    832,000 square-foot Charlestown Mall is anchored by
    Carsons, Von Maur, Sears and Kohls and is located
    eight miles from Stratford Square.
    Yorktown Shopping Center.  The 1.6 million
    square-foot Yorktown Shopping Center is anchored by
    Carsons, Von Maur, JCPenney and Target and is located
    about 10 miles from Stratford Square.  Average
    Occupancy Rate and Base Rent  Stratford
    Square(1)
  Average


Average AnnualFiscal Year

Occupancy Rate(2)(3)


Rent per Sq. Ft.(3)2007


68
%

$
24.422006


62
%

$
26.732005


62
%

$
27.742004


69
%

$
23.962003


75
%

$
23.71     (1)
    
    The information in this chart prior to our acquisition in
    December 2004 was supplied by or derived from information
    provided by the seller of the property.(2)
    
    Excludes temporary leases, which are leases for a term of less
    than one year.(3)
    
    Calculated based on rentable shop tenant space.  Tallahassee
    Mall
  Overview
       32




---



##### Table of Contents



10-mile
  Financing
    Renovation
    and Repositioning Plan
    
    New Junior Anchor Tenants.  We are currently
    targeting a number of potential anchor
    and/or
    junior anchor tenants to replace the recently vacated
    Dillards building.
    Appearance.  We intend to improve the
    appearance of the mall by undertaking major renovations of the
    interior common areas and the mall entrances.    Location
    and Demographics
    
    Population.  The Tallahassee metropolitan
    statistical area population within a
    15-mile
    radius of the Tallahassee Mall is approximately 277,005
    according to Claritas. This figure excludes a large and growing
    college population of 65,000 students.
    Population Growth.  The population within a
    15-mile
    radius of the Tallahassee Mall is estimated to have grown by
    approximately 10% from 2000 to 2007 and is projected to grow by
    9.8% from 2007 to 2012 according to Claritas.
    Household Income.  For the year ended
    December 31, 2007, the average household income within a
    15-mile
    radius of the Colonie Center was estimated to be $60,141
    according to Claritas.
    Local Market Characteristics.  With stable
    growth and expansion in the area, the Tallahassee unemployment
    rates have remained relatively low at 5.6% in 2006. The
    unemployment rates stability is largely due to the state
    government work force as well as to high quality educational
    institutions and a stable community. This student population and
    stable government workforce provides a steady pool of consumers
    for area retailers.  Competition
    
    Governors Square Mall.  The
    Governors Square Mall is located in Tallahassee,
    approximately five miles from the Tallahassee Mall.
    Governors Square is on the Apalachee Parkway and is
    accessible from Highway 33




---



##### Table of Contents



10 and Route 261. The anchor tenants include Macys,
    JCPenney, and Sears. Governors Square is a two-story
    super-regional mall totaling 1 million square feet. The
    malls occupancy is competitive, with a traditional middle
    market merchandising mix.  Average
    Occupancy Rate and Base Rent  Tallahassee
    Mall(1)
  Average


Average AnnualFiscal Year

Occupancy Rate(2)(3)


Rent per Sq. Ft.(3)2007


75
%

$
23.412006


79
%

$
23.032005


80
%

$
20.242004


72
%

$
16.532003


73
%

$
20.36     (1)
    
    The information in this chart prior to our acquisition in June
    2005 was supplied by or derived from information provided by the
    seller of the property.(2)
    
    Excludes temporary leases, which are leases for a term of less
    than one year.(3)
    
    Calculated based on rentable shop tenant space.  Northgate
    Mall
  Overview
        Financing
    Renovation
    and Repositioning Plan
   34




---



##### Table of Contents




    New Upscale Junior Anchor Tenants.  Discussions
    have begun with junior anchor tenants, whose use and shopper
    appeal is ideally suited to the repositioning plan.
    Appearance.  A new lifestyle streetscape
    area is being planned for the malls exterior facing
    Colerain Avenue. Additional retailers will be added along this
    streetscape with a multi-million dollar upgrade to the
    malls main entrance, streetscape sidewalks, lighting and
    facades. This will enhance the overall appearance and will help
    attract marquee tenants which will have the ability to have
    frontage along Colerain Avenue. We also intend to improve the
    appearance of the mall by undertaking major renovations of the
    interior common areas and the mall entrances.
    Signage.  We will improve the visibility of the
    mall by adding significantly upgraded signage.    Location
    and Demographics
      
    Population.  Cincinnati is the second largest
    metropolitan area in Ohio spanning 13 counties in Ohio, Kentucky
    and Indiana, with a total population of over 2 million.
    Population Growth.  The population within a
    15-mile
    radius of Northgate Mall is estimated to have decreased by
    approximately 3.1% from 2000 to 2007 and is projected to
    decrease by an additional 2.4% from 2007 to 2012 according to
    Claritas
    Household Income.  For the year ended
    December 31, 2007, the average household income within a
    15-mile
    radius of Northgate was estimated to be $66,442 according to
    Claritas.
    Local Market Characteristics.  In 2006, the
    civilian labor force within a
    15-mile
    radius of Northgate was approximately 572,000 and the average
    unemployment rate was only 3.1%.  Competition
    
    Tri-County Mall.  The 1.3 million
    square-foot, two-level regional mall is located approximately
    nine miles to the east along I-275. Tri-Countys primary
    trade area is the area immediately north and east along I-275.
    The mall is anchored by Macys, Dillards and Sears
    and includes traditional mall tenants that focus on the
    mid-price point.
    Cincinnati Mills.  The two-level,
    1.5 million square-foot big box, entertainment and
    lifestyle center opened in August 2004. The property is located
    approximately six miles east of Northgate Mall, in Fairfield,
    and has Bass Pro Shops, Babys R Us, Biggs,
    Kohls, Saks Off
    5th,
    Showcase Cinemas (10-screen theater) and Media Play. The in-line
    tenancy is primarily comprised of outlet discount tenants and a
    few national tenants. 35




---



##### Table of Contents




    Kenwood Towne Center.  Located 13 miles
    southeast of the Northgate Mall, Kenwood Towne Center anchors
    the I-71 corridor retail market with in-line tenant sales in
    excess of $500 per square foot. The 1.1 million square-foot
    super-regional mall serves the affluent northeast communities.
    The mall is anchored by Dillards, Macys, Parisian
    and Loews Theatres and includes numerous upscale retailers such
    as Coach, Abercrombie & Fitch, Banana Republic,
    Pottery Barn, Williams-Sonoma, Bebe, Chicos and
    Talbots. Kenwood Towne Center recently completed a
    100,000 square-foot addition and interior renovation and
    added Cheesecake Factory and Maggianos to the exterior of
    the mall.
    Colerain Avenue Retail.  Along Colerain Avenue,
    there are approximately 2.0 million square feet of
    additional retail shops including free-standing stores and
    community and power centers. In addition to the centers listed
    below, Colerain Avenue has free-standing Target, Kmart,
    Lowes Homestore, Home Depot, Staples and Kroger stores.
    Colerain Towne Center.  A
    370,000 square-foot power center anchored by Wal-Mart,
    Dicks, Office Max, Petsmart and TJ Maxx is located along
    Colerain Avenue directly north of I-275.
    Stone Creek Town Center.  A 470,000 square
    foot Lifestyle Center is located less than one mile north of
    Northgate Mall on Colerain Avenue located at the intersection of
    Colerain and I-275. The Center opened in August 2007 and is
    anchored by JC Penney, Meijer, Bed Bath and Beyond, and Old
    Navy. It will have five restaurant pads. Best Buy will join the
    center by Fall 2008.  Average
    Occupancy Rate and Base Rent  Northgate
    Mall(1)
  Average


Average AnnualFiscal Year

Occupancy Rate(2)(3)


Rent per Sq. Ft.(3)2007


70
%

$
24.322006


72
%

$
24.032005


78
%

$
22.452004


72
%

$
16.532003


73
%

$
20.36     (1)
    
    The information in this chart prior to our acquisition in July
    2005 was supplied by or derived from information provided by the
    seller of the property.(2)
    
    Excludes temporary leases, which are leases for a term of less
    than one year.(3)
    
    Calculated based on rentable shop tenant space.  Golden
    Triangle Mall
  Overview
       36




---



##### Table of Contents



Renovation
    and Repositioning Plan
      Financing
          Location
    and Demographics
    
    Population.  The suburban Dallas population
    within a
    15-mile
    radius of Golden Triangle is approximately 446,370 people
    according to Claritas.
    Population Growth.  The population within a
    15-mile
    radius of Golden Triangle is estimated to have grown by
    approximately 38.3% from 2000 to 2007 and is projected to grow
    by an additional 19.3% from 2007 to 2012 according to Claritas.
    Household Income.  For the year ended
    December 31, 2007, the average household income within a
    15-mile
    radius of Golden Triangle was estimated to be $84,831 according
    to Claritas. 37




---



##### Table of Contents




    Local Market Characteristics.  Dallas
    represents the tenth largest metropolitan area in the nation and
    the third largest in the south behind Houston and Atlanta. The
    combined Dallas/Fort Worth area, or Metroplex,
    encompasses a population of more than 5.7 million people.
    Migration in the Metroplex continues to spread increasingly
    northward, resulting in tremendous population gains in the
    county and city of Denton.    Competition
    
    Vista Ridge Mallis located 14 miles southeast of
    Golden Triangle in Lewisville and consists of 1.1 million
    square feet of total gross leasable area and is home to 168
    stores. Categorized as a super-regional mall, Vista Ridge Mall
    is larger in size than Golden Triangle, but shares a similar
    in-line tenant mix and has four anchor tenants in common with
    Golden Triangle  Dillards, Foleys,
    JCPenney and Sears. Built in 1989 and remodeled in 1991, Vista
    Ridge Mall represents primary competition to Golden Triangle due
    to its in-line tenant mix and anchor stores.
    Stonebriar Centreis located approximately 18 miles
    southeast of the Golden Triangle in the City of Frisco. The
    two-story super-regional mall opened in 2000. Stonebriar Centre
    is more than double the size of Golden Triangle, consisting of
    1.6 million square feet of total GLA and more than
    525,000 square feet of in-line GLA. Stonebriar Centre
    includes 163 traditional and upscale in-line tenants such as
    Chicos, Coach, J. Crew, Pottery Barn and Williams-Sonoma.
    Stonebriar Centre is anchored by Foleys, JCPenney,
    Macys, Neiman Marcus and Sears and includes an AMC
    Theatre. Due to the malls shared anchors and relative
    location, Stonebriar Centre represents primary competition for
    the Golden Triangle; Stonebriar Centres distance and more
    upscale tenancy make the mall comparatively less competitive
    with Golden Triangle.
    Denton Crossingis a 488,000 square-foot power
    center located one mile northeast of Golden Triangle off of Loop
    288. Opened in 2004, Denton Crossing includes such national
    big-box tenants as Bed, Bath & Beyond, Best Buy,
    Kroger Supermarket, Michaels, Pier 1 Imports, T.J. Maxx
    and Walgreens. Because of Denton Crossings big-box tenant
    mix, the power center does not represent primary competition to
    Golden Triangle. Denton Crossings close proximity to
    Golden Triangle bodes well for both retail centers, which
    together create a synergy of retail offerings along the Loop 288
    corridor.
    The Shops at Circle T Ranchis scheduled for completion
    in 2008 and will be located 14 miles southwest of Golden
    Triangle in the City of Westlake. This super-regional mall will
    include 1.3 million square feet of total GLA and while
    in-line tenants have yet to be determined, the mall is set to be
    anchored by Dillards, Foleys and AMC Theatres. Upon
    completion, The Shops at Circle T Ranch will serve as primary
    competition to Golden Triangle due to shared anchor tenants and
    relative proximity to Golden Triangle.
    Grapevine Millsis located 20 miles south of Golden
    Triangle and just two miles from the Dallas/Forth Worth
    International Airport and serves as a major retail and
    entertainment destination for residents and tourists visiting
    the Dallas metro area. Grapevine Mills includes a unique tenant
    mix of specialty stores (Virgin Megastore), outlets (Neiman
    Marcus, Saks), manufacturer stores, (Burlington Coat Factory),
    entertainment (ESPN X Games Skate Park) and themed restaurants
    (Rainforest Café). Opened in 1997, Grapevine Mills serves
    as secondary competition to Golden Triangle due to its unique
    tenant mix and geographical distance from Golden Triangle.
    Rayzor Ranchis a 400 acre mixed-use development
    that will include a proposed lifestyle center that may total
    1.2 million square feet. The proposed lifestyle center may
    contain fashion-oriented tenants and a movie theater. In
    addition to the lifestyle center, Rayzor Ranch may also include
    office and residential development. Rayzor Ranch will be located
    less than five miles from Golden Triangle and has not yet begun
    construction and the scheduled opening date is uncertain. 38




---



##### Table of Contents



Average
    Occupancy Rate and Base Rent  Golden
    Triangle(1)
  Average


Average AnnualFiscal Year

Occupancy Rate(2)(3)


Rent per Sq. Ft.(3)2007


69
%

$
19.442006


66
%

$
20.352005


62
%

$
27.742004


69
%

$
23.962003


75
%

$
23.71     (1)
    
    The information in this chart prior to our acquisition in April
    2006 was supplied by or derived from information provided by the
    seller of the property.(2)
    
    Excludes temporary leases, which are leases for a term of less
    than one year.(3)
    
    Calculated based on rentable shop tenant space.  Joint
    Venture Properties
  Foothills
    Mall
  Overview
      co-investments
 39




---



##### Table of Contents



Renovation
    and Repositioning
    Financing
  30-year
  Location
    and Demographics
    
    Population.  Tucson is Arizonas second
    largest city with a metropolitan statistical area population of
    843,746, according to the US Census Bureau Census 2000.
    Population Growth.  Tucson is estimated to be
    one of the fastest-growing cities in the United States. The
    population within a
    15-mile
    radius of the Foothills Mall is estimated to have grown by 10.6%
    from 2000 to 2007 and is projected to grow by 8.5% from 2007 to
    2011, according to Claritas.
    Household Income.  For the year ended
    December 31, 2007, the average household income within a
    15-mile
    radius of the Foothills Mall was estimated to be $58,222,
    according to Claritas.
    Local Market Characteristics.  The mall is
    located in a market that continues to experience positive growth
    trends.  Competition
    
    El Con Mall.  The El Con Mall is a
    1.2 million square-foot mall and is located approximately
    12 miles southeast of the Foothills Mall. The mall was
    originally built in 1962 and partially renovated in 1996. It has
    a 20-screen Century Theatre and a Home Depot and is seeking to
    add an additional discount retailer. Existing anchor tenants
    include JCPenney and Macys.
    Park Place Mall.  The Park Place Mall is a
    single level enclosed mall, which contains approximately
    1.0 million square feet and is located 12 miles from
    the Foothills Mall. It is approximately 97% occupied and 40




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##### Table of Contents



is anchored by Dillards, Macys and Sears. Other
    tenants in the mall include Borders Books, Century Theatre and
    Old Navy. This mall recently completed a renovation process,
    which included the addition of street retailers, a
    food court, mall shops, restaurants, theatres and a new
    Dillards.  
    Tucson Mall.  The Tucson Mall is a
    1.3 million square-foot mall that has been considered the
    dominant mall in Tucson for nearly 20 years. The property
    is located approximately five miles southeast of the Foothills
    Mall. This mall was constructed in 1982 and renovated in 1991.
    Dillards, JCPenney, Macys, Mervyns and Sears are the
    anchor tenants.
    La Encantada.  La Encantada is a
    258,000 square-foot mall located approximately
    13 miles from Foothills. The mall opened in November 2003.
    It is an open air lifestyle center featuring upscale shops. Its
    anchor tenants are AJs Fine Foods, Crate &
    Barrel and Pottery Barn.  Average
    Occupancy Rate and Base Rent  Foothills
    Mall(1)
  Average


Average AnnualFiscal Year

Occupancy Rate(2)(3)


Rent per Sq. Ft.(3)2007


88
%

$
19.252006


95
%

$
20.312005


96
%

$
20.072004


81
%

$
16.472003


82
%

$
16.89     (1)
    
    The information in this chart for the periods prior to our
    predecessors acquisition of the Foothills Mall in April
    2002 was supplied by or derived from information provided by the
    previous owner of the property.(2)
    
    Excludes temporary leases, which are leases for a term of less
    than one year.(3)
    
    Calculated based on rentable shop tenant space.  Colonie
    Center
  Overview
      Joint
    Venture with Heitman
   41




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##### Table of Contents



Financing
    Renovation
    and Repositioning Plan
    
    Redirecting Anchor Tenant Traffic.  We improved
    the appearance and ambiance of the mall by undertaking major
    renovations of the interior common areas and the mall entrances.
    We added a unique series of indoor mall features, including a
    series of high-end Adirondack themed living rooms complete with
    a stone clad fire place area, fountain area, comfortable leather
    sofa seating, television viewing areas with modern full size
    flat screen televisions and a large scale, high-end
    childrens play area. In addition, indoor and outdoor
    restaurant seating are opening throughout the mall.
    Appearance.  We have improved the appearance of
    the mall by completing major renovations of the interior common
    areas and the mall entrances
    Theater.  We expect to open a 13-screen
    stadium-seating movie theater in May 2008.   42




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##### Table of Contents



Location
    and Demographics
    
    Population.  The Albany metropolitan
    statistical area population within a
    20-mile
    radius of Colonie Center is approximately 875,000 according to
    the US Census Bureau 2000.
    Population Growth.  The population within a
    15-mile
    radius of Colonie Center is estimated to have grown by
    approximately 2.5% from 2000 to 2007 and is projected to grow by
    1.3% from 2007 to 2012 according to Claritas.
    Household Income.  For the year ended
    December 31, 2007, the average household income within a
    15-mile
    radius of the Colonie Center was estimated to be $66,050
    according to Claritas.
    Local Market Characteristics.  The Albany
    region is home to a growing state government workforce, which
    tends to insulate the region from major economic downturns. In
    the next decade, the number of government employees is expected
    to increase, due to fiscal stimulus packages, which will have a
    positive impact on the Albany area. In addition, the region is
    home to 21 colleges with over 65,000 students. This student
    population and stable government workforce provides a steady
    pool of consumers for area retailers.  Competition
    
    Crossgates Mall.  The Crossgates Mall, located
    three miles south on Interstate 87, is Colonie Centers
    closest and strongest competitor. The property was originally
    built in 1984 and underwent a renovation in 1994. It is the
    largest mall in the Albany region with over 1.6 million
    square feet and is anchored by Cohoes, Filenes, H&M,
    JCPenney, Lord & Taylor and Macys. Other tenants
    in the mall include Best Buy, DSW Shoe Warehouse, a 30-screen
    Hoyts Cinemas, The Gap, Hollister, Pottery Barn and
    Williams-Sonoma. This mall has a large food court and much of
    its tenant mix is targeted toward teenagers.
    Latham Circle Mall.  The Latham Circle Mall is
    located four miles northeast of Colonie Center. The property was
    built in 1957 and renovated in 1994 and contains
    677,000 square feet. It is anchored by Burlington Coat
    Factory, JCPenney, Kleins and includes other major
    retailers such as Baby Depot and Malt River Brewing Company.
    Clifton Park Center.  Clifton Park Center is an
    875,000 square-foot regional mall located 15 miles
    northwest of Colonie Center. The property was constructed in
    1976 and was renovated in 2001. It is anchored by Boscovs,
    JCPenney and Mega Marshalls and includes a food court, day
    spa and a six-screen Hoyts Cinemas.  Average
    Occupancy Rate and Base Rent  Colonie
    Center(1)
  Average


Average AnnualFiscal Year

Occupancy Rate(2)(3)


Rent per Sq. Ft.(3)2007


73
%

$
26.772006


75
%

$
25.482005


73
%

$
21.002004


72
%

$
16.532003


73
%

$
20.36  43




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##### Table of Contents



(1)
    
    The information in this chart prior to our acquisition in
    February 2005 was supplied by or derived from information
    provided by the seller of the property.(2)
    
    Excludes temporary leases, which are leases for a term of less
    than one year.(3)
    
    Calculated based on rentable shop tenant space.  Harrisburg
    Mall
  Overview
    Renovation
    and Repositioning
    
    Anchors and Key Renewals.  Our predecessor
    signed two new long-term leases and renewed a third lease with
    proven high traffic anchor tenants. Bass Pro Shops occupies a
    200,000 square-foot super store consisting of fishing,
    hunting and boating products. Our predecessor also signed a
    long-term lease with Boscovs, a regional discount
    department store chain with approximately 40 stores. In
    addition, the May Company, which merged with Federated
    Department Stores, renewed its long-term lease through the year
    2024. All three anchor tenants have agreed to operate their
    stores continuously for an extended period.
    Entertainment.  We have focused a significant
    portion of our leasing efforts towards leasing to tenants that
    are entertainment and tourist destinations, such as Bass Pro
    Shops and a movie theater. The Bass Pro Shops store opened on
    November 18, 2004 and is our most important anchor tenant
    in the Harrisburg Mall, serving both as a retailer and as an
    entertainment destination. At approximately 200,000 square
    feet, the Bass Pro Shops Harrisburg store is the second largest
    Bass Pro Shops store in the nation and features a 60,000-gallon
    aquarium, rock climbing walls, a live trout stream, waterfalls
    and an indoor archery range. During 2006, a lease was signed
    with the Great Escape movie theater chain for a 14-screen state
    of the art stadium seated movie theater. Construction of the
    theater is complete and the theater opened for business in the
    fourth quarter of 2007.
    Accessibility.  We improved the malls
    access by arranging for the Pennsylvania Department of
    Transportation to provide a direct exit ramp to the property
    from Interstate 83.
    Appearance.  We are improving the appearance of
    the mall by undertaking major renovations of the interior of the
    two new anchor stores, the interior and exterior of the mall and
    mall entrances.
    Signage.  We have improved visibility of the
    mall by adding significantly upgraded signage, including a
    150-foot pylon sign which is visible from Interstate 83 and
    nearby local roads. In addition, we have installed a digital
    color video screen at the entrance to the mall. The digital
    color video screen is programmable from a computer inside our
    mall management office and will be available to notify the
    public about special events and other mall promotions. Working
    in collaboration with local officials, our predecessor succeeded
    in adding Bass Pro Drive to the name of a nearby
    local street, which will allow us to identify the retailer on
    multiple sign locations along Interstate 83. 44




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##### Table of Contents




    Lighting and Security.  We have improved
    lighting and security by installing brighter energy-efficient
    lighting and increasing security in parking lots with regular
    patrols.
    Heating, Ventilation and Air Conditioning.  We
    are reducing operating expenses by replacing the main air
    conditioning central plant with new modern energy efficient
    units that we estimate will result in a significant reduction in
    the cost of energy.      Joint
    Venture and Financing
             45




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##### Table of Contents



Location
    and demographics
    
    Population.  The Harrisburg metropolitan
    statistical area population was 629,401 according to the US
    Census Bureau Census 2000.
    Population Growth.  The population within a
    15-mile
    radius of the Harrisburg Mall is estimated to have grown by
    approximately 4.5% from 2000 to 2007 and is projected to grow by
    2.7% from 2007 to 2012, according to Claritas.
    Household Income.  For the year ended
    December 31, 2007, the average household income within a
    15-mile
    radius of the Harrisburg Mall was estimated to be $68,310
    according to Claritas.
    Local Market Characteristics.  The Harrisburg
    regions economy is dominated by State and Federal
    Government, which tends to insulate the region from major
    economic downturns in the national economy. 46




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##### Table of Contents



The Harrisburg Mall is located within a 10 minute drive from the
    city of Hershey and Hershey Park, which is a national tourist
    destination.  Competition
  10-mile
  
    Colonial Park Mall.  The Colonial Park Mall
    opened in 1960 and is located approximately five miles north of
    the Harrisburg Mall. It contains approximately
    745,000 square feet of leasable area, 95 shops and is
    anchored by Bon Ton, Sears and Boscovs. This center was
    renovated and expanded with a food court and some specialty
    shops during 1990.
    Capital City Mall.  The Capital City Mall is
    located 10 miles to the west of the Harrisburg Mall. It
    contains approximately 722,000 square feet of leasable area
    and 94 shops. This center opened in 1974 and is anchored by
    Hechts, JCPenney and Sears. The center was first renovated
    in 1986 and a second renovation was completed in 1998, which
    included new flooring, plantings, seating, skylights and a food
    court area.
    The Shoppes at Susquehanna.  The Shoppes at
    Susquehanna is a 108,000 square-foot, open-air lifestyle
    center that opened in October 2004. It is approximately four
    miles from the Harrisburg Mall and is approximately 63% leased
    to such tenants as Ann Taylor Loft, Childrens Place,
    Coldwater Creek, J. Jill, Jos. A Banks and Williams-Sonoma. This
    center has dining establishments including Damons and
    Macaroni Grill.
    Camp Hill Shopping Center.  The Camp Hill
    Shopping Center is a 535,743 square foot center, located
    just ten miles west of Harrisburg, with easy access to major
    highways. The process of de-malling included: a
    25,000 square foot Barnes and Noble (the only one of its
    kind in the area), a 5,000 square foot Panera Bread (in the
    front parking lot), Staples, Hallmark, Holiday Hair and Giant
    Foods Superstore (a new prototype). Boscovs is its one
    major retail anchor.
    The High Pointe Commons.  Less than
    3 miles from the Harrisburg Mall, the High Pointe Commons
    is a joint venture managed by High Real Estate Group and
    CBL & Associates Properties, Inc. Anchored by a
    100,000 square foot JCPenney and a 125,000 square foot
    Target, the Center features two stand-alone sit-down
    restaurants, Chilis and Friendlys. Other tenants
    include: Sallys Beauty Supply, Payless Shoe Source, Lane
    Bryant, Serta Mattress, Verizon Wireless, Hollywood Tans, Famous
    Footwear, Subway, Lee Nails, Hair Cuttery, Jackson Hewitt,
    Moes Southwestern Grill, Lasik Plus, GameStop, Five Guys
    Famous Burgers and Fries. This center has a prime location,
    located right off of I-283.  Average
    Occupancy Rate and Base Rent  Harrisburg
    Mall(1)
  Average


Average AnnualFiscal Year

Occupancy Rate(2)(3)


Rent per Sq. Ft.(3)2007


57
%

$
22.972006


63
%

$
22.882005


65
%

$
18.362004


65
%

$
17.702003


70
%

$
15.40     (1)
    
    The information in this chart for the periods prior to our
    predecessors investment in the Harrisburg Mall in
    September 2003 was supplied by or derived from information
    provided by the previous owner of the property.(2)
    
    Excludes temporary leases, which are leases for a term of less
    than one year. 47




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##### Table of Contents



(3)
    
    Calculated based on rentable shop tenant space.  Regulation
            Environmental
    Matters
  and/or and/or
  and/or
  Insurance
   48




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##### Table of Contents



ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS              Proposal 1:

For


AbstainLawrence Feldman


9,675,744



1,259,270Lawrence Kaplan


8,979,407



1,955,607Paul McDowell


8,983,180



1,941,834Bruce Moore


8,993,007



1,942,007   Proposal 2:

For


Against


AbstainKPMG LLP


10,779,744



20,869



134,402   Proposal 3

For


Against


AbstainApproval of the Series A Preferred Stock


6,954,975



262,933



3,717,107(1
)   Proposal 4

For


Against


AbstainNo vote was taken as a stockholder proposal was not properly
    presented during the annual meeting


N/A



N/A



N/A     (1)
    
     Includes 3,708,862 broker non-votes. 49




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2007


2006Quarter Ended

High


Low


Dividends


High


Low


DividendsMarch 31

$
12.94


$
11.55


$
0.2275


$
12.85


$
11.03


$
0.2275June 30


13.00



10.82







12.49



10.30



0.2275September 30


11.63



7.55







11.40



10.24



0.2275December 31


7.95



2.42







12.60



10.10



0.2275             Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to


Weighted Average


Equity Compensationbe Issued Upon Exercise


Exercise Price of


Plans (Excludingof Outstanding Options,


Outstanding Options,


Securities Reflected inPlan Category

Warrants and Rights(a)


Warrants and Rights


Column(a))Equity compensation plans approved by security holders(1)


N/A
(1)


N/A



203,160Equity compensation plans not approved by security holders










Total


N/A
(1)


N/A



203,160     (1)
    
    Includes information related to our 2004 Equity Incentive Plan
    and 2004 Incentive Bonus Plan. As of December 31, 2007, we
    have issued 266,061 shares of restricted common stock, net
    of forfeitures.  Recent
    Sale of Unregistered Securities
     50




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##### Table of Contents



51




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    The Company


Our PredecessorYear Ended December 31,


December 16, to


January 1 to


Year Ended2007


2006


2005


December 31, 2004


December 15, 2004


December 31, 2003Statement of Operations Data:Revenue:Rental

$
31,815


$
41,014


$
35,729


$
327


$
6,340


$
6,720Tenant reimbursements


13,741



19,867



17,634



193



4,124



4,446Management, leasing and development services


3,734



1,310



470



58



917



461Interest and other income


6,048



3,024



1,362



52



250



67Total revenue


55,338



65,305



55,195



630



11,631



11,694Expenses:Rental property operating and maintenance


19,261



21,014



18,383



329



3,886



4,193Real estate taxes


5,918



7,645



6,520



45



1,218



1,225Interest (including the amortization of deferred financing costs)


14,762



16,435



11,909



443



4,007



4,904Loss from early extinguishment of debt


379



357







300







Depreciation and amortization


14,498



17,394



13,383



211



1,462



1,442General and administrative


16,518



8,657



7,511



747



3,498



833Total expenses


71,336



71,502



57,706



2,075



14,071



12,597Loss from operations


(15,998
)


(6,197
)


(2,511
)


(1,445
)


(2,440
)


(903
)Equity in (losses) earnings of unconsolidated real estate
    partnerships


(1,900
)


(550
)


(454
)


12



425



197Gain on partial sale of real estate






29,397















(Loss) income before minority interest


(17,898
)


22,650



(2,965
)


(1,433
)


(2,015
)


(706
)Minority interest


1,651



(2,469
)


332



184



(233
)


(30
)Net (loss) income

$
(16,247
)

$
20,181


$
(2,633
)

$
(1,249
)

$
(2,248
)

$
(736
)Basic (loss) earnings per share

$
(1.33
)

$
1.58


$
(0.21
)

$
(0.12
)


N/A



N/ADiluted (loss) earnings per share


(1.33
)


1.54



(0.21
)


(0.12
)


N/A



N/AWeighted average common shares outstanding:Basic


12,863



12,808



12,363



10,790



N/A



N/ADiluted


12,863



14,666



12,363



10,790



N/A



N/A   52




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##### Table of Contents



The Company


Our Predecessor2007


2006


2005


2004


2003Balance Sheet Data (at end of period)Investments in real estate, net

$
342,897


$
318,440


$
396,108


$
143,653


$
50,473Total assets


469,194



413,851



475,485



188,783



70,776Mortgages and other loans payable


279,758



240,831



318,489



54,750



61,278Total liabilities


320,638



288,657



358,407



80,290



69,923Minority interest


9,677



11,649



12,117



13,962



762Stockholders equity


138,879



113,545



104,961



94,531



91Total liabilities and stockholders equity


469,194



413,851



475,485



188,783



70,776Other Data (for the year ended)Net cash flows provided by (used in):Operating activities


(6,393
)


381



11,605



945



758Investing activities


(48,237
)


(14,372
)


(139,401
)


(102,530
)


(6,644
)Financing activities


70,570



12,696



126,520



113,215



9,517  53




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
        Material
    Transactions Impacting Our Financial Condition and Results of
    Operations
    
    On February 1, 2005, we acquired Colonie Center Mall
    located in Albany, New York for an initial purchase price of
    $82.2 million. We funded the purchase price of this
    acquisition using the net proceeds from a property-level
    financing of the Stratford Square Mall. We paid additional
    consideration of $2.4 million in connection with the
    execution of certain leases. As of December 31, 2007, shop
    occupancy at the Colonie Center Mall, excluding temporary
    tenants, was 77.0%.
    On June 28, 2005, we acquired the Tallahassee Mall, a
    966,000 square-foot mall located in Tallahassee, the state
    capital of Florida. The purchase price of $61.5 million
    included the assumption of an existing $45.8 million
    mortgage loan plus cash in the amount of approximately
    $16.2 million. The mortgage loan we assumed bears interest
    at a fixed rate of 8.60% and has a July 2009 anticipated
    repayment date. The property is subject to a long-term ground
    lease that expires in 2063 (assuming the exercise of all
    extension options). The ground lease does not contain a purchase
    option. As of December 31, 2007, shop occupancy, excluding
    temporary and anchor tenants, was 76.8%.
    On July 12, 2005, we acquired Northgate Mall, a
    1.1 million square-foot mall located in the northwest
    suburbs of Cincinnati, Ohio. The purchase price of
    $110.0 million included the assumption of an existing
    $79.6 million mortgage loan in the plus cash in the amount
    of approximately $30.4 million. The mortgage loan we
    assumed bears interest at a fixed rate of 6.60% and has an
    anticipated prepayment date in November 2012. As of
    December 31, 2007, shop occupancy, excluding temporary and
    anchor tenants, was 68.4%.
    During July 2005, the construction loan held by the Harrisburg
    Mall joint venture which contained an initial maximum funding
    commitment of $46.9 million, was increased to
    $50 million with no principal payments due until the
    maturity date in March 2008. The interest rate is under this
    loan is LIBOR plus 162.5 basis points. During July 2005,
    the borrowings were increased to $49.8 million and a
    distribution of $6.5 million was made to the partners on a
    pro rata basis of which we received $1.625 million. We plan
    to extend the loan through December 31, 2009 at a borrowing
    rate of 200 basis points over LIBOR. 54




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##### Table of Contents




    During March 2006, we completed the issuance and sale in a
    private placement of $29.4 million in aggregate principal
    amount of junior subordinated debt obligations (the
    Notes). The Notes require quarterly interest
    payments calculated at a fixed interest rate equal to 8.70% per
    annum through April 2011 and subsequently at a variable interest
    rate equal to LIBOR plus 345 basis points. The Notes mature
    in April 2036 and may be redeemed, in whole or in part, at par,
    at our option, beginning after April 2011.
    On April 5, 2006, we acquired the Golden Triangle Mall in
    the Dallas suburb of Denton, Texas, for approximately
    $42.3 million (including $2.1 million of additional
    consideration accrued in accordance with an earn-out provision
    in the purchase agreement). Including non-owned anchors, the
    Golden Triangle Mall is a 765,000 square-foot regional
    mall. As of December 31, 2007, excluding temporary tenants,
    the malls occupancy was 68.1%.
    On April 5, 2006, in connection with the acquisition of the
    Golden Triangle Mall, we entered into a $24.6 million
    secured line of credit which bears interest at 140 basis
    points over LIBOR and matures in April 2008. The secured line of
    credit was fully drawn on the date we acquired the Golden
    Triangle Mall. In October 2006, we entered into a modification
    agreement that provides for the issuance of letters of credit in
    the aggregate amount of up to $13.0 million for a fee of
    0.5% of the face amount. As of December 31, 2007, letters
    of credit outstanding under this agreement amounted to
    $10.25 million. The secured line of credit contains
    customary covenants that require us, among other things, to
    maintain certain financial coverage ratios. As of
    December 31, 2007, we were in compliance with the covenant
    requirements. The outstanding balance on the line as of
    December 31, 2007 was $17.5 million with interest
    rates on the tranches ranging from 6.59% to 7.25%.
    On April 7, 2006, we acquired the building occupied by
    JCPenney and related acreage at Stratford Square Mall for a
    price of $6.7 million. The purchase price included
    assumption of a loan secured by the property that had a
    principal balance of approximately $3.5 million. The loan
    bore interest at a 5.15% fixed rate and was repaid in May 2007.
    In connection with the acquisition, we renewed and extended the
    lease with JCPenney.
    On June 29, 2006, we contributed the Foothills Mall to a
    joint venture and retained a 30.8% interest. In connection with
    this transaction, the joint venture refinanced the existing
    $54.8 million first mortgage with an $81.0 million
    first mortgage. As a result of these transactions, we received a
    distribution of approximately $38.9 million and recognized
    a $29.4 million gain on the partial sale of the property as
    reported in our 2006 consolidated statement of operations. A
    portion of the proceeds from the transaction was used to repay
    $24.6 million outstanding on our secured line of credit and
    $5.0 million outstanding under our credit facility with
    Kimco.
    On September 29, 2006, we contributed the Colonie Center
    Mall to a joint venture and retained a 25% interest. In
    connection with this transaction, the joint venture refinanced
    the property with a first mortgage and construction facility
    with a maximum capacity commitment of $109.8 million. As a
    result of these transactions, we received a distribution of
    approximately $41.2 million and recorded a
    $3.5 million deferred gain. A portion of the proceeds from
    the transaction were used to repay $4.0 million outstanding
    on our secured line of credit on October 2, 2006.
    Effective April 10, 2007, we entered into an agreement to
    issue up to $50 million of Series A Preferred Stock to
    Inland American. We issued $15 million of the Series A
    Preferred Stock on April 30, 2007, an additional
    $20.0 million on October 22, 2007, and the balance on
    December 17, 2007. We used the proceeds from this financing
    to fund redevelopment costs and to repay borrowings under our
    secured line of credit.
    On April 16, 2007, we arranged for up to $25 million
    in debt financing (the Note) from Kimco. In addition
    to the interest on the Note, Kimco will be paid a variable fee
    equal to (i) $500,000, multiplied by (ii) (a) the
    volume weighted average price of our common stock as of a
    five-day
    period chosen by Kimco, minus (b) $13.00 per common share.
    If Kimco does not select a date for determination of the fee
    prior to termination of the Note, we will instead pay to Kimco
    $250,000 in additional interest. We will not being drawing any
    funds under this financing. 55




---



##### Table of Contents




    On May 8, 2007, we closed on a $104.5 million first
    mortgage loan secured by Stratford Square Mall. On the closing
    date, $75.0 million of the proceeds were used to retire
    Stratfords outstanding $75.0 million first mortgage.  Trends
    that May Impact Future Operating Results
    
    The recovery in U.S. credit markets anticipated in the
    early part of 2008 has not materialized, and the broader
    U.S. economy is beginning to feel the adverse impact of
    this lingering problem. In particular, we believe that these
    conditions have resulted in the following:  
    Many commercial real estate lenders have substantially tightened
    underwriting standards or have withdrawn from the lending
    marketplace. These circumstances have materially impacted
    liquidity in the debt markets, making financing terms for owners
    of retail properties less attractive, and in certain cases have
    resulted in the unavailability of certain types of debt
    financing. As a result, until conditions change, we expect debt
    financing and refinancing will be more difficult to obtain and
    our borrowing costs on new and refinanced debt will be more
    expensive compared to prior periods.
    At the same time, constraints on capital is expected to reduce
    new development competition in certain of our marketplaces,
    which may delay the opening of some competitive projects near
    our existing properties.
    Tighter lending standards and higher borrower costs have exerted
    downward pressure on the value and liquidity of real estate
    assets which will impact the values we could obtain for our
    properties in the case of their sale. These factors may make it
    more difficult for us to sell properties or may adversely affect
    the price we receive for properties that we do sell, as
    prospective buyers may experience increased costs of debt
    financing or difficulties in obtaining debt financing.
    These events in the credit markets have also had an adverse
    effect on other financial markets in the U.S., which may make it
    more difficult or costly for us to raise capital through the
    issuance of common stock, preferred stock or other equity
    securities.
    Declining home prices in many regions has also impacted consumer
    spending, which in turn has caused a slow start to the 2008
    retailing season. Some retailers have reduced their growth plans
    for 2009 while others have announced store closures or delays in
    new store openings. These factors are expected to impact the
    pace of our leasing activity for the balance of 2008.  
    The increase in many global commodity prices purchased in
    U.S. dollars has led to higher than anticipated
    construction costs in our redevelopment projects.
    During the redevelopment and repositioning period, our
    properties tend to experience decreases in occupancy and net
    operating income. We have, for example, completed or are near
    completion of the development projects for Colonie Center and
    Harrisburg Mall. We experienced declines in occupancy and net
    income during 2007 as compared to 2006 at these properties. We
    expect these lower occupancy and operating income trends will
    improve as lease up of these properties progresses. However, the
    pace of our lease up activities could be impacted by broader
    economic factors.
    For the balance of 2008 we expect to focus our efforts on
    improving the operating performance of our properties and
    selectively accessing additional capital, including borrowings
    or joint venture arrangements, to be used for our in place
    development efforts. Our ability to acquire new properties or to
    commence major redevelopment efforts on our other existing
    properties will require that we first see improving economic
    conditions and can access required financing.  Critical
    Accounting Policies
  Form 10-K,
 56




---



##### Table of Contents



Revenue
    Recognition
          Principles
    of Consolidation and Equity Method of Accounting
  Consolidation of Variable Interest
    Entities
  04-05, EITF 04-05 states
   57




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##### Table of Contents



No. 78-9  Accounting for Investments in Real Estate Ventures (SOP 78-9) EITF 04-05 ,
  SOP 78-9.
      Investments
    in Real Estate and Real Estate Entities
        Accounting for the
    Impairment of Long-Lived Assets and for Long-Lived Assets to be
    Disposed Of property-by-property
   58




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##### Table of Contents



Gains
    on Disposition of Real Estate
      Purchase
    Price Allocation
  Business Combinations
      lease-up lease-up
  Depreciation
    Derivative
    Instruments
   59




---



##### Table of Contents



Results
    of Operations
  Comparison
    of the Year Ended December 31, 2007 to the Year Ended
    December 31, 2006
  Revenue
         60




---



##### Table of Contents



Expenses
             61




---



##### Table of Contents



Other
        Comparison
    of the Year Ended December 31, 2006 to the Year Ended
    December 31, 2005
  Revenue
          Expenses
   62




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##### Table of Contents



Other
    Principles
    of Consolidation and Equity Method of Accounting.
      Cash
    Flows
  Comparison
    of the year ended December 31, 2007 to the year ended
    December 31, 2006
      63




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##### Table of Contents



Comparison
    of the year ended December 31, 2006 to the year ended
    December 31, 2005
         64




---



##### Table of Contents



Liquidity
    and Capital Resources
        Short-Term
    Liquidity Requirements
        Harrisburg Mall.
  Colonie Center.
 65




---



##### Table of Contents



Foothills Mall.
      Long-Term
    Liquidity Requirements
      and/or
    Stock
    Repurchase
   66




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##### Table of Contents



Contractual
    Obligations
    Our Share of





Our Share ofConsolidated


Capital Expenditure





Long-Term


OperatingCapital


Commitments in


Consolidated


Debt in


andExpenditure


Unconsolidated


Long-Term


Unconsolidated


GroundYear

Commitments


Joint Ventures


Debt(1)


Joint Ventures(1)


Leases


Total2008

$
12,300


$
8,049


$
18,459


$
41,103


$
602


$
80,5132009






154



61,734



1,517



532



63,9372010










115,005



1,517



450



116,9722011










8,763



1,640



351



10,7542012










8,240



1,826



265



10,3312013 and thereafter










159,505



31,341



23,310



214,156Total

$
12,300


$
8,203


$
371,706


$
78,944


$
25,510


$
496,663     (1)
    
    Amounts include interest payments based on contractual terms and
    current interest rates for variable rate debt.  Mortgage
    Loans
  Northgate
    Mall
    Tallahassee
    Mall
    $104.5
    Million Stratford Square Refinancing
   67




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##### Table of Contents



Long-Term Liquidity Requirements
  $30
    Million Secured Line of Credit
          Colonie
    Center Mall Joint Venture
      Foothills
    Mall Joint Venture
   68




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##### Table of Contents



30-year
  Harrisburg
    Mall Joint Venture
        Capital
    Expenditures
    Off-Balance
    Sheet Arrangements
  Loan
    Guarantees
    Forward
    Swap Contracts
    Tax
    Indemnifications
   69




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##### Table of Contents



Funds
    From Operations
      Year Ended December 31,2007


2006


2005Net (loss) income

$
(16,247
)

$
20,181


$
(2,633
)Add:Depreciation and amortization (excluding depreciation of
    non-real estate furniture and fixtures)


13,994



17,114



13,136FFO contribution from unconsolidated joint ventures


2,663



1,377



729Less:Preferred stock dividends


(903
)






Minority interest


(1,651
)


2,469



(332
)Gain on partial sale of property






(29,397
)


Funds From Operations available to common stockholders and OP
    Unit holders

$
(2,144
)

$
11,744


$
10,900   ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    Market
    Risk Related to Fixed Rate Debt
     70




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##### Table of Contents



Market
    Risk Related to Other Obligations
      Inflation
   71




---



##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTAL DATA  FELDMAN
    MALL PROPERTIES, INC.
  INDEX TO
    FINANCIAL STATEMENTS
  Feldman
    Mall Properties, Inc. and Subsidiaries
   
 PageReport of Independent Registered Public
    Accounting Firm


73Consolidated Balance Sheets as of
    December 31, 2007 and 2006


74Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005


75Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss) for the years ended
    December 31, 2007, 2006 and 2005


76Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


77Notes to Consolidated Financial Statements


79   72




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                 73




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS
 (Amounts in thousands, except per share data)
  December 31,2007


2006ASSETS:Investments in real estate, net

$
342,897


$
318,440Investments in unconsolidated real estate partnerships


43,683



32,833Cash and cash equivalents


27,976



13,036Restricted cash


20,395



8,159Rents, deferred rents and other receivables, net


5,545



5,718Acquired below-market ground lease, net


7,538



7,674Acquired lease rights, net


7,281



9,262Acquired in-place lease values, net


6,437



10,049Deferred charges, net


3,394



3,284Other assets, net


4,048



5,396Total Assets

$
469,194


$
413,851LIABILITIES AND STOCKHOLDERS EQUITY:LiabilitiesMortgage loans payable

$
232,878


$
211,451Junior subordinated debt obligations


29,380



29,380Secured line of credit


17,500



Due to affiliates






3,891Accounts payable, accrued expenses and other liabilities


27,211



25,832Dividends and distributions payable


568



3,315Acquired lease obligations, net


5,136



6,823Deferred gain on partial sale of real estate


3,515



3,515Negative carrying value of investment in unconsolidated
    partnership


4,450



4,450Total liabilities


320,638



288,657Minority interest


9,677



11,649Commitments and contingencies (note 14)Stockholders EquitySeries A 6.85% Cumulative Convertible Preferred Stock;
    50,000,000 shares authorized; 2,000,000 shares issued
    and outstanding at December 31, 2007; $25.00 liquidation
    preference


49,580



Common stock, $0.01 par value, 200,000,000 shares
    authorized 13,018,831 and 13,155,062 issued and outstanding at
    December 31, 2007 and 2006, respectively


130



132Additional paid-in capital


120,542



120,163Distributions in excess of earnings


(27,712
)


(7,637
)Accumulated other comprehensive (loss) income


(3,661
)


887Total stockholders equity


138,879



113,545Total Liabilities and Stockholders Equity

$
469,194


$
413,851    74




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS
 (Amounts in thousands, except per share data)
  Year Ended December 31,2007


2006


2005Revenue:Rental

$
31,815


$
41,104


$
35,729Tenant reimbursements


13,741



19,867



17,634Management, leasing and development services


3,734



1,310



470Interest and other income


6,048



3,024



1,362Total revenue


55,338



65,305



55,195Expenses:Rental property operating and maintenance


19,261



21,014



18,383Real estate taxes


5,918



7,645



6,520Interest (including amortization of deferred financing costs)


14,762



16,435



11,909Loss on early extinguishment of debt


379



357



Depreciation and amortization


14,498



17,394



13,383General and administrative


16,518



8,657



7,511Total expenses


71,336



71,502



57,706Loss from operations


(15,998
)


(6,197
)


(2,511
)Equity in losses of unconsolidated real estate partnerships


(1,900
)


(550
)


(454
)Gain on partial sale of real estate






29,397



(Loss) income before minority interest


(17,898
)


22,650



(2,965
)Minority interest


1,651



(2,469
)


332Net (loss) income

$
(16,247
)

$
20,181


$
(2,633
)Basic (loss) earnings per share

$
(1.33
)

$
1.58


$
(0.21
)Diluted (loss) earnings per share

$
(1.33
)

$
1.54


$
(0.21
)Weighted average common shares outstanding:Basic


12,863



12,808



12,363Diluted


12,863



14,666



12,363    75




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND
 COMPREHENSIVE INCOME (LOSS)
 (Amounts in thousands, except share and per share data)
  AccumulatedNumber of


Number of


Series A





Additional


Distributions


Other





ComprehensivePreferred


Common


Preferred


Common


Paid-In


in Excess


Comprehensive





IncomeShares


Shares


Stock


Stock


Capital


of Earnings


Income (Loss)


Total


(Loss)Balance at December 31, 2004






10,789,895






$
108


$
95,672


$
(1,249
)





$
94,531



Proceeds from offering of common stock






1,600,000







16



20,784











20,800



Common stock issued to independent directors






6,000











77











77



Costs associated with offering


















(1,543
)










(1,543
)


Net loss






















(2,633
)






(2,633
)

$
(2,633
)Unrealized gain on derivative instruments, net of $58 recorded
    in interest expense

























$
1,099



1,099



1,099Deferred compensation plan and stock awards






285,100







3



(3
)














Unregistered common stock issuance






369,375







4



4,207











4,211



Share-based compensation expense


















449











449



Dividends(1)






















(12,030
)






(12,030
)


Balance at December 31, 2005






13,050,370







131



119,643



(15,912
)


1,099



104,961


$
(1,534
)Net income






















20,181







20,181



20,181Common stock issued to outside directors






3,000











35











35



Repurchase of OP Units in excess of book value


















(216
)










(216
)


Unrealized loss on derivative instruments, net of $11 recorded
    in interest expense


























(212
)


(212
)


(212
)Deferred compensation plan and stock awards






101,692







1















1



Share-based compensation expense


















701











701



Dividends on forfeited nonvested stock






















32







32



Dividends(2)






















(11,938
)






(11,938
)


Balance at December 31, 2006






13,155,062







132



120,163



(7,637
)


887



113,545


$
19,969Net loss






















(16,247
)






(16,247
)


(16,247
)Proceeds from offering of preferred shares issued


2,000,000






$
50,000



















50,000



Costs associated with offering










(420
)


















(420
)


Unrealized loss on derivative instruments, net of $83 recorded
    in interest expense


























(4,548
)


(4,548
)


(4,548
)Deferred compensation plan and stock awards






5,000



























Forfeited stock awards






(125,731
)






(2
)


2















Repurchase of shares from employee






(15,500
)










(194
)










(194
)


Share-based compensation expense


















571











571



Dividends on forfeited nonvested stock






















160







160



Dividends(3)






















(3,988
)






(3,988
)


Balance at December 31, 2007


2,000,000



13,018,831


$
49,580


$
130


$
120,542


$
(27,712
)

$
(3,661
)

$
138,879


$
(20,795
)     (1)
    
    Represents $0.9496 per common share of which $0.4241 per common
    share represented a return of capital for federal income tax
    purposes.(2)
    
    Represents $0.9100 per common share, all of which represented a
    return of capital for federal income tax purposes.(3)
    
    Represents $0.4550 per common share, all of which represented a
    return of capital for federal income tax purposes.   76




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands) Year Ended December 31,2007


2006


2005Cash Flows From Operating Activities:Net (loss) income

$
(16,247
)

$
20,181


$
(2,633
)Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Gain on partial sale of real estate






(29,397
)


Loss on early extinguishment of debt


379



357



Depreciation and amortization


14,498



17,394



13,383Amortization of deferred financing costs


1,113



858



628Provision for doubtful accounts receivable


2,016



843



584Amortization of ground rent


352



358



68Noncash stock compensation


571



701



526Minority interest


(1,651
)


2,469



(332
)Interest expense (accretion) amortization, net


(3,192
)


(3,243
)


(1,377
)Equity in losses (earnings) of unconsolidated real estate
    partnerships


1,900



550



454Deferred tax expense (benefit)


109



(190
)


Other noncash expense (income)


(3,579
)


(1,375
)


Net change in revenue related to acquired lease
    rights/obligations


294



(240
)


(734
)Changes in operating assets and liabilities:Rents, deferred rents and other receivables


(1,843
)


(2,883
)


(4,508
)Restricted cash related to operating activities


173



(335
)


(1,607
)Other deferred charges


(599
)


(1,394
)


(3,416
)Other assets, net


(186
)


(3,130
)


371Accounts payable, accrued expenses and other liabilities


(501
)


(1,143
)


10,198Net cash provided by operating activities


(6,393
)


381



11,605Cash Flows From Investing Activities:Proceeds from partial sales of real estate, net






80,319



Distribution from (investment in) unconsolidated real estate
    partnerships


(12,750
)


(13,894
)


1,625Expenditures for real estate improvements


(36,994
)


(34,934
)


(6,584
)Real estate acquisitions, net of assumed liabilities






(43,235
)


(132,971
)Acquisition of minority interest






(1,570
)


Other






(880
)


Change in restricted cash relating to investing activities


507



(178
)


(1,471
)Net cash used in investing activities


(49,237
)


(14,372
)


(139,401
)Cash Flows From Financing Activities:Proceeds from junior subordinated debt obligations






29,380



Proceeds from lines of credit


17,500



28,600



Repayment of lines of credit






(28,600
)


Proceeds from equity offering (net of underwriters fees)










20,800Payment of offering costs










(3,754
)Proceeds from mortgages


104,500



10,000



125,766Repayment of mortgages


(79,846
)


(11,781
)


(624
)Increase in due to affiliates










102Payments to affiliates










(7,996
)Change in restricted cash relating to financing activities


(12,917
)


31



3,626Payment of deferred financing costs


(1,162
)


(1,571
)


(1,129
)Common stock repurchased from former employee


(194
)






Proceeds from sale of 6.85% Series A cumulative convertible
    preferred stock, net of issue cost


49,745







Unrealized loss on derivative










(59
)Distributions and dividends


(7,056
)


(13,363
)


(10,212
)Net cash provided by financing activities


70,570



12,696



126,520Net change in cash and cash equivalents


14,940



(1,295
)


(1,276
)Cash and cash equivalents, beginning of year


13,036



14,331



15,607Cash and cash equivalents, end of year

$
27,976


$
13,036


$
14,331 77




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Amounts in thousands)
  Year Ended December 31,2007


2006


2005Supplemental disclosures of cash flow information:Cash paid during the period for interest, net of amounts
    capitalized

$
17,320


$
19,755


$
12,253Supplemental disclosures of noncash investing and financing
    activities:Accrued renovation costs

$
4,158


$
7,576


$
Accrued additional purchase consideration






2,051



Record minority interest for limited partnership units in the
    operating partnership by reclassifying from additional paid in
    capital






216



Assets acquired in connection with real estate acquisition






19



4,338Liabilities assumed in connection with real estate acquisition






3,699



128,976Unrealized (loss) gain on derivative instruments


(4,548
)


(212
)


1,157Dividends and distributions payable


568



3,315



3,331Accrued preferred stock issuance cost


165







Issuance of common stock relating to lease buyout










4,211Contribution of property to joint ventures:Investments in real estate, net

$



$
134,240


$
Other assets






13,722



Mortgage loans






(105,516
)


Liabilities






(4,370
)


Net assets

$



$
38,076


$
    78




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data) 1.
    Organization
    and Description of Business                 79




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
      2.
    Summary
    of Significant Accounting Policies  Basis
    of Accounting
    Principles
    of Consolidation and Equity Method of Accounting
    Consolidation of Variable Interest Entities
  04-05, EITF 04-05 states
  No. 78-9, Accounting for Investments in Real Estate Ventures (SOP 78-9) EITF 04-05,
 80




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
    SOP 78-9.
      Gains
    on Disposition of Real Estate
      Managements
    Estimates
       81




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
        Cash
    and Cash Equivalents
    Restricted
    Cash
    Revenue
    Recognition and Tenant Receivables
    case-by-case
 82




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
          Balance at December 31, 2004

$
414Provision


584Balance at December 31, 2005


998Provision


843Write-offs


(188
)Recoveries


187Contributions of properties to joint ventures


(752
)Balance at December 31, 2006


1,088Provision


2,016Write-offs


(340
)Recoveries


141Balance at December 31, 2007

$
2,905   Deferred
    Charges
   83




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
      Issuance
    Costs
    Investments
    in Real Estate and Depreciation
      Year Ended December 31,2007


2006


2005Interest

$
754


$
727


$
34Real estate taxes


167



445



37Insurance


15



46



Total

$
936


$
1,218


$
71          84




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
  Due to
    Affiliates
    Conditional
    Asset Retirement Obligations
  catch-up
  Impairment
    of Long-Lived Assets
  Accounting for the
    Impairment of Long-Lived Assets and for Long-Lived Assets to be
    Disposed Of property-by-property
  Restructuring
    costs
  Accounting for
    Costs Associated with Exit of Disposal Activities
  Derivative
    Instruments
   85




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
          Purchase
    Accounting for Acquisition of Interests in Real Estate
    Entities
  Business Combinations lease-up lease-up
  in-place
 86




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
              GoldenNorthgate(1)


Tallahassee(2)


Colonie(B)


Stratford(3)


Triangle(4)Land

$
11,120


$

(A)

$
9,045


$
11,528


$
9,198Building and improvements


98,223



64,775



71,507



74,547



30,473Below-market ground lease






7,879











Acquired lease rights


7,839



1,215



3,687



3,380



992In-place lease values


2,701



4,358



2,845



7,262



791Acquired lease obligations


(1,306
)


(10,109
)


(3,439
)


(3,352
)


(1,254
)Assumed above-market mortgages


(8,243
)


(6,533
)










Total purchase price

$
110,334


$
61,585


$
83,645


$
93,365


$
40,200  87




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
    (A)
    
     The Tallahassee Mall is subject to an operating
    ground lease.(B)
    
     Acquired February 2005; the property was
    subsequently contributed to a joint venture in September 2006.(1)
    
    The Northgate Mall acquired lease rights, lease obligations and
    in-place lease values are being amortized over the remaining
    lease terms and the remaining weighted average amortization
    expense periods as of December 31, 2007 are 3.4 years,
    1.8 years and 3.6 years, respectively.(2)
    
    The Tallahassee Mall acquired lease rights, lease obligations
    and in-place lease values are being amortized over the remaining
    lease terms and the remaining weighted average amortization
    expense periods as of December 31, 2007 are 2.6 years,
    5.4 years and 2.7 years, respectively.(3)
    
    The Stratford Square Mall acquired lease rights, lease
    obligations and in-place lease values are being amortized over
    the remaining lease terms and the remaining weighted average
    amortization expense periods as of December 31, 2007 are
    3.3 years, 3.6 years and 3.0 years, respectively.(4)
    
    The Golden Triangle Mall acquired lease rights, lease
    obligations and in-place lease values are being amortized over
    the remaining lease terms and the remaining weighted average
    amortization expense periods as of December 31, 2007 are
    3.0 years, 3.7 years and 4.8 years, respectively.
    In 2007, we paid $1,000 of additional consideration in
    accordance with an earn-out provision in the purchase agreement.  Income
    Taxes
     88




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
    Year Ended December 31,2007


2006


2005Income tax (expense) benefit:Current  state

$
(25
)

$
(25
)

$
Deferred  federal


(98
)


170



Deferred  state


(11
)


20



Income tax (expense) benefit, net

$
(134
)

$
165


$
       Accounting for Uncertainty in Income Taxes, an
    interpretation of FASB Statement No. 109
  Earnings
    (Loss) Per Share
   89




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
    Years Ended December 31,2007


2006


2005Net (loss) income

$
(16,247
)

$
20,181


$
(2,633
)Less preferred stock dividends, net of minority interest ($98)


(903
)






Net (loss) income attributable to common
    stockholders  basic


(17,150
)


20,181



(2,633
)Add back minority interest






2,469



Net (loss) income attributable to common
    stockholders  diluted

$
(17,150
)

$
22,650


$
(2,633
)Basic weighted average common shares


12,863,036



12,808,061



12,363,488Plus: weighted average unvested restricted shares






293,416



Plus: weighted average OP units






1,564,555



Diluted weighted average common shares


12,863,036



14,666,032



12,363,488Basic (loss) earnings per share

$
(1.33
)

$
1.58


$
(0.21
)Diluted (loss) earnings per share


(1.33
)


1.54



(0.21
)     Segment
    Information
    Recent
    Accounting Pronouncements
  Fair Value Measurements
   90




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
    The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  07-06, EITF 07-06
  Share-Based
    Deferred Compensation
        Number of Unvested Shares


Weighted Average Share Price2007


2006


2005


2007


2006


2005Beginning balance


326,074



285,100






$
11.28


$
11.23


$
Shares granted


5,000



135,530



300,716



11.31



11.47



11.30Shares vested


(46,599
)


(60,718
)






12.17



11.31



Shares forfeited


(125,731
)


(33,838
)


(15,616
)


10.15



11.73



12.37Shares repurchased


(15,500
)










12.49







Ending balance


143,244



326,074



285,100



11.91



11.28



11.23    91




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
    3.
    Intangible
    Assets and Liabilities    Acquired


AcquiredAcquired


In-Place


LeaseLease Rights


Lease Values


ObligationsBalance at December 31, 2005

$
17,453


$
23,742


$
(15,600
)Acquisition of Golden Triangle Mall(1)


992



2,841



(1,254
)Contribution of Foothills Mall to unconsolidated joint venture


(1,332
)


(4,558
)


1,971Contribution of Colonie Center Mall to unconsolidated joint
    venture


(3,739
)


(5,350
)


3,613Purchase and other adjustments


55



327



(174
)Lease expirations and terminations


(681
)


(1,479
)


1,157Balance at December 31, 2006


12,748



15,523



(10,287
)Purchase and other adjustments(1)






(999
)


1Lease expirations and terminations


(1,005
)


(2,430
)


1,920Balance at December 31, 2007

$
11,743


$
12,094


$
(8,366
)     (1)
    
    Includes $1,000, net, of additional consideration paid in
    accordance with an earn-out provision in the purchase agreement.  Acquired


AcquiredAcquired


In-Place


LeaseLease Rights


Lease Values


ObligationsAccumulated amortization:Balance at December 31, 2005

$
(3,248
)

$
(4,644
)

$
3,988Contribution of Foothills Mall to joint venture


801



1,352



(903
)Contribution of Colonie Center Mall to joint venture


1,209



874



(1,574
)Lease expirations and terminations


681



1,479



(1,157
)Other adjustments


18







(77
)Amortization during the year


(2,947
)


(4,535
)


3,187Balance at December 31, 2006


(3,486
)


(5,474
)


3,464Lease expirations and terminations


1,005



2,430



(1,920
)Amortization during the year


(1,981
)


(2,613
)


1,686Balance at December 31, 2007

$
(4,462
)

$
(5,657
)

$
3,230    92




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
  4.
    Real
    Estate    Golden


Northgate


Tallahassee


StratfordTriangle


Mall


Mall


SquareInitial cost of the acquired or purchased property:Land

$
9,198


$
11,120




(A)

$
11,528Buildings and improvements


30,473



98,223


$
64,775



74,547Cost capitalized subsequent to acquisition:Building improvements


968



10,133



5,317



45,267Land and building purchased






3,453







2,763Total costs:Land


9,198



14,573







14,291Buildings and improvements


31,441



108,356



70,092



119,814Accumulated depreciation


(2,415
)


(8,049
)


(6,652
)


(7,752
)Date of acquisition


4/5/2006



7/12/2005



6/28/2005



12/30/2004Federal tax cost basis at December 31, 2007 (unaudited)

$
40,612


$
126,879


$
72,928


$
139,853     (A)
    
     The Tallahassee Mall is subject to an operating
    ground lease.    2007


2006Buildings and improvements

$
267,333


$
259,095Tenant improvements


55,934



19,015Construction in progress


6,436



20,685Land


38,062



34,609Total investments in real estate


367,765



333,404Accumulated depreciation


(24,868
)


(14,964
)Investments in real estate, net

$
342,897


$
318,440     2007


2006


2005Real estate:Balance, beginning of the year

$
333,404


$
408,529


$
147,275Acquisition of mall properties






39,671



254,670Additions during the year


34,361



48,898



6,584Contribution of mall properties to unconsolidated joint ventures






(163,694
)


Balance, end of year

$
367,765


$
333,404


$
408,529   93




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
  2007


2006


2005Accumulated depreciation:Balance, beginning of the year

$
14,964


$
12,421


$
3,622Contribution of mall properties to unconsolidated joint ventures






(9,936
)


Depreciation during the year


9,904



12,479



8,799Balance, end of year

$
24,868


$
14,964


$
12,421   5.
    Deferred
    Charges    2007


2006Deferred financing costs

$
3,479


$
3,230Deferred leasing costs


1,793



1,293Total


5,272



4,523Less accumulated amortization


(1,878
)


(1,239
)Net

$
3,394


$
3,284   6.
    Mortgage
    Loans Payable    2007


2006Mortgage loan payable  interest only at
    115 basis points over LIBOR (6.18% at December 31,
    2007) payable monthly, due May 2010, secured by Stratford
    Square Mall property

$
104,500


$
Mortgage loan payable  interest only at
    125 basis points over LIBOR (6.625% at December 31,
    2006) payable monthly, due January 2008, secured by
    Stratford Square Mall property






75,000Mortgage loan payable  interest at 8.60% payable
    monthly, due July 11, 2029, anticipated repayment on
    July 11, 2009, secured by the Tallahassee Mall property


44,540



45,100Mortgage loan payable  interest at 6.60% payable
    monthly, due October 11, 2032 anticipated prepayment date
    of November 11, 2012, secured by the Northgate Mall property


77,117



78,201Mortgage loan payable  interest at 5.15% payable
    monthly, due November 1, 2013, secured by the JCPenney
    Parcel at the Stratford Square Mall






3,202Total mortgages outstanding


226,157



201,503Assumed above-market mortgage premiums, net


6,721



9,948Total mortgage loans payable

$
232,878


$
211,451    94




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
             95




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
    2008

$
1,7442009


45,1792010


105,8242011


1,4152012


1,3642013 and thereafter


70,631Total principal payments


226,157Assumed above-market mortgage premiums, net


6,721Total

$
232,878     7.
    Junior
    Subordinated Debt Obligations       96




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
  8.
    Lines of
    Credit  $30,000
    Secured Line of Credit
          $25,000
    Credit Facility
    five-day
  9.
    Related
    Party Transactions   97




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
          10.
    Rentals
    Under Operating Leases      Year ending December 31,2008

$
24,2842009


21,7692010


19,6392011


16,1792012


14,4672013 and thereafter


48,645Total future minimum base rentals

$
144,983    98




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
  11.
    Due to
    Affiliates        12.
    Stockholders
    Equity             99




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
      Stock
    Repurchase
        13.
    Minority
    Interest  one-for-one
  14.
    Commitment
    and Contingencies   100




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
              Year ending December 31,2008

$
3732009


2962010


2062011


992012


52013 and thereafter


Total minimum lease payments

$
979  101




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
    Year ending December 31,2008

$
2282009


2362010


2442011


2522012


2602013 and thereafter


23,311Total minimum lease payments

$
24,531     gross-ups,
    15.
    Investments
    in Unconsolidated Partnerships  Foothills
    Mall
    30-year
 102




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
        Harrisburg
    Mall
           103




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
        Colonie
    Center Mall
       104




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
            2007


2006Investment in real estate, net

$
333,463


$
257,041Receivables including deferred rents


4,308



5,768Other assets


31,853



31,865Total assets

$
369,624


$
294,674Mortgage loans payable

$
233,225


$
181,516Other liabilities


52,608



34,525Owners equity


83,791



78,633Total liabilities and owners equity

$
369,624


$
294,674The Companys share of owners equity

$
21,283


$
20,159  105




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
    Year Ended December 31,2007


2006


2005Revenue

$
37,399


$
21,540


$
10,544Operating and other expenses


(21,170
)


(11,454
)


(5,127
)Interest expense (including the amortization of deferred
    financing costs)


(13,302
)


(6,965
)


(2,724
)Depreciation and amortization


(11,984
)


(6,467
)


(3,216
)Other






50



(1,292
)Net loss

$
(9,057
)

$
(3,296
)

$
(1,815
)The Companys share of net loss

$
(1,900
)

$
(550
)

$
(454
)     16.
    Fair
    Value of Financial Instruments    17.
    Financial
    Instruments: Derivatives and Hedging    Notional


Strike


Effective


Expiration


FairValue


Rate


Date


Date


ValueInterest rate swap

$
75,000



3.75
%


2/2005



1/2008


$
21Interest rate swap


75,000



4.91
%


1/2008



1/2011



(2,521
)Interest rate swap


29,500



5.50
%


6/2007



5/2010



(1,240
)      106




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##### Table of Contents



FELDMAN
    MALL PROPERTIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    DECEMBER 31, 2007
    (Dollar Amounts in Thousands, Except Share and Per Share
    Data)
  18.
    Quarterly
    Financial Information (Unaudited)    Three Months EndedDecember 31,


September 30,


June 30,


March 31,2007


2007


2007


2007Total revenue

$
13,269


$
14,873


$
12,436


$
14,760Loss before minority interests


(8,051
)


(3,440
)


(5,450
)


(957
)Net loss


(7,319
)


(3,129
)


(4,935
)


(864
)Loss per share  basic and diluted

$
(.60
)

$
(.26
)

$
(.40
)

$
(.07
)Weighted average shares outstanding:Basic


12,860,086



12,867,834



12,861,661



12,856,661Diluted


12,860,086



12,867,834



12,861,661



12,856,661   Three Months EndedDecember 31,


September 30,


June 30,


March 31,2006


2006


2006(1)


2006Total revenue

$
14,749


$
15,388


$
18,490


$
16,678(Loss) income before minority interests


(1,137
)


(1,982
)


27,314



(1,545
)Net (loss) income


(1,026
)


(1,767
)


24,352



(1,378
)Basic (loss) earnings per share

$
(0.08
)

$
(0.14
)

$
1.90


$
(0.11
)Diluted (loss) earnings per share


(0.08
)


(0.14
)


1.86



(0.11
)Weighted average shares outstanding:Basic


12,820,563



12,811,237



12,801,854



12,798,310Diluted


12,820,563



12,811,237



14,692,853



12,798,310     (1)
    
    Income for the three months ended June 30, 2006 includes a
    gain on the partial sale of real estate in the amount of $29,968.  19.
    Subsequent
    Events     107




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  (1)
    Evaluation
    of Disclosure Controls and Procedures  Rule 13a-15(e).
    (2)
    Managements
    Report on Internal Control over Financial Reporting  Rules 13a-15(f) 15d-15(f). Internal Control-Integrated
    Framework
    
    Adequacy of Accounting Personnel We lacked
    personnel possessing technical accounting expertise adequate to
    ensure that our consolidated financial statements were prepared
    accurately and on a timely basis. As a result, certain controls
    and reconciliations associated with financial statement account
    balances were not performed on a timely basis, journal entries
    were recorded without adequate support, and review and approval
    procedures associated with critical financial reporting process
    controls were not documented. This material weakness in internal
    control over financial reporting resulted in misstatements that
    were corrected prior to the issuance of the 2007 annual and
    interim financial statements and there is a reasonable
    possibility that a material misstatement in the financial
    statements would not be prevented or detected on a timely basis.
    Segregation of Duties We did not maintain
    adequate segregation of duties related to job responsibilities
    for initiating, authorizing, and recording transactions. Due to
    this material weakness, there is a reasonable possibility that a
    material misstatement in the financial statements would not be
    prevented or detected on a timely basis.     108




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##### Table of Contents



(3)  Report
    of Independent Registered Public Accounting Firm
    Feldman Mall Properties, Inc.:
  Internal Control  Integrated Framework
            Internal Control  Integrated Framework
  KPMG
    LLP
    109




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##### Table of Contents



(4)
    Managements
    Remedial Actions      (5)
    Changes
    in Internal Control over Financial Reporting  Rules 13a-13(f) 15d-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE   110




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART
    IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENTS SCHEDULES        ExhibitNumber

Description3
.1

Amended and Restated Articles of Incorporation of Feldman Mall
    Properties, Inc, incorporated by reference from the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.3
.2

Second Amended and Restated Bylaws of Feldman Mall Properties,
    Inc., incorporated by reference from the Companys Current
    Report on
    Form 8-K
    filed on March 17, 2005.3
.3

Amended and Restated Agreement of Limited Partnership of Feldman
    Equities Operating Partnership, LP, dated as of
    December 21, 2004, incorporated by reference from the
    Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.3
.4

First Amendment to Amended and Restated Agreement of Limited
    Partnership of Feldman Equities Operating Partnership, LP, dated
    as of December 21, 2004, incorporated by reference from the
    Companys Current Report on
    Form 10-K
    filed on April 15, 2005.3
.5

Declaration of Trust of Feldman Holdings Business Trust I,
    dated as of November 18, 2004, incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.3
.6

Declaration of Trust of Feldman Holdings Business Trust II,
    dated as of November 18, 2004, incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.3
.7

Amended and Restated Operating Agreement of Feldman Equities of
    Arizona, LLC, dated as of August 13, 2004, by and between
    Feldman Partners, LLC, Feldman Equities Operating Partnership,
    LP, Lawrence Feldman, Jeffrey Erhart and Edward Feldman,
    incorporated by reference from the Companys Registration
    Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.3
.8

Second Amended and Restated Agreement of Limited Agreement of
    Limited Partnership of Feldman Equities Operating Partnership,
    LP, dated as of August 26, 2005, incorporated by reference
    from the Companys Current Report on
    Form 8-K
    filed on August 30, 2005.3
.9

Articles Supplementary designating 6.85% Series A
    Cumulative Convertible Preferred Stock, par value $0.01 per
    share, liquidation preference $25.00 per share, dated as of
    April 10, 2007, incorporated by reference to the Company
    Current Report on
    Form 8-K,
    filed on April 16, 2007.10
.1

Registration Rights Agreement, dated as of November 15,
    2004, by and among the company and the parties listed on
    Schedule I thereto, incorporated by reference from the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.2

Employment Agreement, dated as of December 13, 2004, by and
    between the Company and Lawrence Feldman, incorporated by
    reference from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.10
.3

Employment Agreement, dated as of December 13, 2004, by and
    between the Company and James Bourg, incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File No. 333-118246),
    filed on December 15, 2004. 111




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##### Table of Contents



ExhibitNumber

Description10
.4

Employment Agreement, dated as of December 13, 2004, by and
    between the Company and Scott Jensen, incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File No. 333-118246),
    filed on December 15, 2004.10
.5

Employment Agreement, dated as of November 6, 2004, by and
    between the Company and Thomas E. Wirth, incorporated by
    reference from the Companys Registration Statement on
    Form S-11
    (File No. 333-118246),
    filed on December 15, 2004.10
.6

Subscription Agreement, dated as of August 13, 2004, by and
    between Feldman Equities Operating Partnership, LP, Feldman
    Equities of Arizona, LLC and the Company, incorporated by
    reference from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.7

Contribution Agreement, dated as of August 13, 2004, by and
    between James Bourg, Feldman Equities Operating Partnership, LP
    and Feldman Equities of Arizona, LLC., incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.8

Irrevocable Contribution Agreement, dated as of August 13,
    2004, by and between Lawrence Feldman, Feldman Equities
    Operating Partnership, LP, Feldman Holdings Business
    Trust I, the Company and Feldman Equities of Arizona, LLC.,
    incorporated by reference from the Companys Registration
    Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.9

Dubin Ownership Interest Assignment Agreement, dated as of
    August 13, 2004, by and between Dennis Dubin, Mildred Dubin
    and Feldman Equities of Arizona, LLC, incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.10

Contribution Agreement, dated as of August 13, 2004, by and
    between Scott Jensen, Feldman Equities Operating Partnership, LP
    and Feldman Equities of Arizona, LLC, incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File
    no. 333-118246),
    filed on December 15, 2004.10
.11

Ash Ownership Interests Assignment Agreement, dated as of
    August 13, 2004, by and among Ash Foothills Investors, LLC,
    Bruce Ash, Paul Ash and Feldman Equities of Arizona, LLC,
    incorporated by reference from the Companys Annual Report
    on
    Form 10-K
    filed on April 15, 2005.10
.12

Merger Agreement, dated as of August 13, 2004, by and
    between Feldman Equities General Partner Inc., Feldman Equities
    General Partner Merger Inc., Feldman Equities Partners, LLC and
    the Company, incorporated by reference from the Companys
    Registration Statement on
    Form S-11
    (File No. 333-118246),
    filed on December 15, 2004.10
.13

FHGP Merger Agreement, dated as of August 13, 2004, by and
    between Feldman Harrisburg General Partner Inc., Feldman
    Harrisburg General Partner Merger Inc., Feldman Partners, LLC
    and the Company, incorporated by reference from the
    Companys Registration Statement on
    Form S-11
    (File No. 333-118246),
    filed on December 15, 2004.10
.14

Recapitalization Agreement, dated as of August 13, 2004, by
    and between James Bourg, Scott Jensen, Feldman Equities
    Operating Partnership, LP and Feldman Mall Properties, Inc.,
    incorporated by reference from the Companys Registration
    Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.15

Indemnification Agreement, dated as of December 21, 2004,
    by and between the Company and James Bourg, incorporated by
    reference from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.10
.16

Indemnification Agreement, dated as of December 21, 2004,
    by and between the Company and Lawrence Kaplan, incorporated by
    reference from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.10
.17

Indemnification Agreement, dated as of December 21, 2004,
    by and between the Company and Thomas Wirth, incorporated by
    reference from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.10
.18

Indemnification Agreement, dated as of December 21, 2004,
    by and between the Company and Lawrence Feldman, incorporated by
    reference from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005. 112




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##### Table of Contents



ExhibitNumber

Description10
.19

Indemnification Agreement, dated as of December 21, 2004,
    by and between the Company and Scott Jensen, incorporated by
    reference from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.10
.20

Indemnification Agreement, dated as of December 21, 2004,
    by and between the Company and Bruce Moore, incorporated by
    reference from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.10
.21

Indemnification Agreement, dated as of December 21, 2004,
    by and between the Company and Paul McDowell, incorporated by
    reference from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.10
.22

Feldman Partners, LLC Redemption Agreement, dated as of
    August 13, 2004, by and between Feldman Partners, LLC,
    Feldman Equities of Arizona, LLC, Feldman Equities Operating
    Partnership, LP, Feldman Holdings Business Trust I and the
    Company, incorporated by reference from the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.23

Purchase and Sale Agreement, dated as of September 29,
    2004, by and between BRE/Colonie Center LLC. and Feldman
    Equities Operating Partnership, LP., incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.24

First Amendment to Purchase and Sale Agreement, dated as of
    December 13, 2004, by and between BRE/Colonie Center LLC
    and Feldman Equities Operating Partnership, LP, incorporated by
    reference from the Companys Current Report on
    Form 8-K
    filed on February 7, 2005.10
.25

Second Amendment to Purchase and Sale Agreement, dated as of
    January 28, 2005, by and between BRE/Colonie Center LLC,
    FMP Colonie Center LLP and Feldman Equities Operating
    Partnership, LP, incorporated by reference from the
    Companys Current Report on
    Form 8-K
    filed on February 7, 2005.10
.26

Waiver and Contribution Agreement, dated as of November 15,
    2004, by and between Feldman Partners, LLC, the Company and
    Feldman Equities Operating Partnership, LP, incorporated by
    reference from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.27

Waiver and Contribution Agreement, dated as of November 15,
    2004, by and between Lawrence Feldman, the Company and Feldman
    Equities Operating Partnership, LP., incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.28

Waiver and Contribution Agreement, dated as of November 15,
    2004, by and between James Bourg, the Company and Feldman
    Equities Operating Partnership, LP., incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.29

Waiver and Contribution Agreement, dated as of November 15,
    2004, by and between Scott Jensen, the Company and Feldman
    Equities Operating Partnership, LP., incorporated by reference
    from the Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.30

Limited Partnership Agreement of Feldman Lubert Adler Harrisburg
    LP, dated as of September 30, 2003, incorporated by
    reference from the Companys Registration Statement on
    Form S-11
    (File No. 333-118246),
    filed on December 15, 2004.10
.31

First Amendment to Limited Partnership Agreement of Feldman
    Lubert Adler Harrisburg LP, dated as October 1, 2003,
    incorporated by reference from the Companys Registration
    Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.32

Second Amendment to Limited Partnership Agreement of Feldman
    Lubert Adler Harrisburg LP, dated as of November 13, 2003,
    incorporated by reference from the Companys Registration
    Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.33

Agreement Regarding Feldman Lubert Adler Harrisburg LP, dated as
    of July 19, 2004, incorporated by reference from the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.34

First Amendment to Feldman Partners, LLC
    Redemption Agreement, dated as of November 15, 2004,
    by and between Feldman Partners, LLC, Feldman Equities of
    Arizona, LLC, Feldman Equities Operating Partnership, LP,
    Feldman Holdings Business Trust I and the Company,
    incorporated by reference from the Companys Registration
    Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004. 113




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##### Table of Contents



ExhibitNumber

Description10
.35

First Amendment to Recapitalization Agreement, dated as of
    November 15, 2004, by and between James Bourg, Scott
    Jensen, Feldman Equities Operating Partnership, LP and the
    Company, incorporated by reference from the Companys
    Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.36

2004 Incentive Bonus Plan, incorporated by reference from the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.37

2004 Equity Incentive Plan, incorporated by reference from the
    Companys Registration Statement on
    Form S-11
    (File
    No. 333-118246),
    filed on December 15, 2004.10
.38

Purchase and Sale Agreement, dated as of December 29, 2004,
    by and between LaSalle Bank National Association and FMP
    Stratford LLC, incorporated by reference from the Companys
    Current Report on
    Form 8-K
    filed on January 5, 2005.10
.39

Form of Restricted Stock Agreement, incorporated by reference
    from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.10
.40

Contract for Sale and Purchase, dated as of April 20, 2005,
    by and between Tallahassee Partners, Ltd. And FMP Tallahassee
    LLC, incorporated by reference from the Companys Current
    Report on
    Form 8-K
    filed on July 5, 2005.10
.41

Amendment to Contract for Sale and Purchase, dated as of
    May 3, 2005, by and between Tallahassee Partners, Ltd. And
    FMP Tallahassee LLC, incorporated by reference from the
    Companys Current Report on
    Form 8-K
    filed on July 5, 2005.10
.42

Second Amendment to Contract for Sale and Purchase, dated as of
    June 23, 2005, by and between Tallahassee Partners, Ltd.
    And FMP Tallahassee LLC, incorporated by reference from the
    Companys Current Report on
    Form 8-K
    filed on July 5, 2005.10
.43

Second Amended and Restated Agreement of Limited Partnership of
    Feldman Equities Operating Partnership, LP, dated as of
    August 26, 2005, incorporated by reference from the
    Companys Current Report on
    Form 8-K
    filed on August 30, 2005.10
.44

Amended and Restated Membership Interest Purchase Agreement,
    dated as of May 13, 2005, by and among Hocker Northgate
    Holdings I, Inc., Hocker Northgate Group, LLC, FMP
    Northgate LLC, and David E. Hocker, incorporated by reference
    from the Companys Quarterly Report on
    Form 10-Q
    filed on August 15, 2005.10
.45

First Amendment to Amended and Restated Membership Interest
    Purchase Agreement, dated as of June 9, 2005, by and among
    Hocker Northgate Holdings I, Inc., Hocker Northgate Group,
    LLC, FMP Northgate LLC, and David E. Hocker, incorporated by
    reference from the Companys Quarterly Report on
    Form 10-Q
    filed on August 15, 2005.10
.46

Second Amendment to Amended and Restated Membership Interest
    Purchase Agreement, dated as of July 1, 2005, by and among
    Hocker Northgate Holdings I, Inc., Hocker Northgate Group,
    LLC, FMP Northgate LLC, and David E. Hocker, incorporated by
    reference from the Companys Quarterly Report on
    Form 10-Q
    filed on August 15, 2005.10
.47

Real Estate Purchase and Sale Agreement, dated as of
    April 27, 2005, by and among Northgate Investments, LLC and
    FMP Northgate Outparcel LLC, incorporated by reference from the
    Companys Quarterly Report on
    Form 10-Q
    filed on August 15, 2005.10
.48

Agreement and Release, dated as of November 3, 2006, by and
    between Jeffrey Erhart and the Company, incorporated by
    reference from the Companys Current Report on
    Form 8-K
    filed on November 6, 2006.10
.49

Purchase Agreement, dated as of April 10, 2007, by and
    between the Company and Inland American Real Estate Trust, Inc.,
    incorporated by reference from the Companys Current Repot
    on
    Form 8-K
    filed on April 16, 2007.10
.50

Registration Rights Agreement, dated as of April 10, 2007,
    by and between the Company and Inland American Real Estate
    Trust, Inc., incorporated by reference from the Companys
    Current Repot on
    Form 8-K
    filed on April 16, 2007.10
.51

Promissory Note, dated as of April 10, 2007, by and between
    Feldman Equities Operating Partnership, LP, as borrower, and
    Kimco Capital Corp., as lender, incorporated by reference from
    the Companys Current Repot on
    Form 8-K
    filed on April 16, 2007. 114




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##### Table of Contents



ExhibitNumber

Description10
.52

Guaranty of Payment and Performance, dated as of April 10,
    2007, by and between the Company, as guarantor, and Kimco
    Capital Corp., incorporated by reference from the Companys
    Current Repot on
    Form 8-K
    filed on April 16, 2007.10
.53

Letter Agreement, dated as of October 26, 2007, by and
    between Larry Feldman and the Company, filed herewith.10
.54

Agreement and Release, dated as of December 31, 2007, by
    and between James Bourg and the Company, filed herewith.10
.55

Agreement, dated as of April 1, 2008, by and among the
    Company, Feldman Equities Management, LLC and Brandywine
    Financial Services Corporation, filed herewith.14


Code of Business Conduct and Ethics, incorporated by reference
    from the Companys Annual Report on
    Form 10-K
    filed on April 15, 2005.21
.1

List of Subsidiaries of Feldman Mall Properties, Inc., filed
    herewith.31


Certification of the President and Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
    filed herewith.32


Certifications of the President and Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
    filed herewith.  115




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##### Table of Contents



SIGNATURES       By:
    /s/  Thomas
    Wirth       Form 10-K Form 10-K, Form 10-K
    Name

Title

Date/s/  Larry
    FeldmanLarry
    Feldman

Chairman

April 11, 2008/s/  Thomas
    WirthThomas
    Wirth

President and Chief Financial Officer (principal executive,
    financial
    and accounting officer)

April 11, 2008/s/  Bruce
    MooreBruce
    Moore

Director

April 11, 2008/s/  Paul
    McDowellPaul
    McDowell

Director

April 11, 2008/s/  Lawrence
    KaplanLawrence
    Kaplan

Director

April 11, 2008  116