UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

CEDAR SHOPPING CENTERS, INC.

(Exact name of registrant as specified in its charter)

Maryland		42-1241468
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

44 South Bayles Avenue, Port Washington, NY		11050-3765
(Address of principal executive offices)		(Zip Code)

		Name of each exchange on
Title of each class		which registered
Common Stock, $0.06 par value		New York Stock Exchange
8-7/8% Series A Cumulative Redeemable
Preferred Stock, $25.00 Liquidation Value		New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Based on the closing sales price on June 30, 2010 of $6.02 per share, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $379,512,000.

The number of shares outstanding of the registrant’s Common Stock $.06 par value was 66,233,579 on February 28, 2011.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s definitive proxy statement relating to its 2011 annual meeting of shareholders are incorporated herein by reference.

 

 

CEDAR SHOPPING CENTERS, INC.

TABLE OF CONTENTS

Item No.		Page No.
PART I
1and 2. Business and Properties			3
1A. Risk Factors			11
1B. Unresolved Staff Comments			21
3. Legal Proceedings			21
4. [Reserved]			21
PART II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			25
6. Selected Financial Data			28
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			30
7A. Quantitative and Qualitative Disclosures about Market Risk			50
8. Financial Statements and Supplementary Data			51
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			105
9A. Controls and Procedures, including Management Report on Internal Control Over Financial Reporting			105
9B. Other Information			107
PART III
10. Directors, Executive Officers and Corporate Governance			107
11. Executive Compensation			107
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			107
13. Certain Relationships and Related Transactions, and Director Independence			107
14. Principal Accounting Fees and Services			107
PART IV
15 Exhibits and Financial Statement Schedules			107
Exhibit 21.1
Exhibit 23.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

Part I.

Items 1 and 2. Business and Properties

General

Cedar Shopping Centers, Inc. (the “Company”), organized in 1984, is a fully-integrated real estate investment trust which focuses primarily on ownership, operation, development and redevelopment of supermarket-anchored shopping centers predominantly in mid-Atlantic and Northeast coastal states. At December 31, 2010, the Company owned and managed (both wholly-owned and in joint venture) a portfolio of 115 operating properties totaling approximately 14.5 million square feet of gross leasable area (“GLA”), including 72 wholly-owned properties comprising approximately 7.4 million square feet, 12 properties owned in joint venture (consolidated) comprising approximately 1.4 million square feet, 21 properties in a managed joint venture (unconsolidated) comprising approximately 3.5 million square feet, six redevelopment properties comprising approximately 1.5 million sq. ft. and four ground-up development properties comprising approximately 0.7 million square feet. Excluding the four ground-up development properties, the 111 property portfolio was approximately 92.5% leased at December 31, 2010. The Company also owned approximately 148 acres of land parcels, a significant portion of which is under development. In addition, the Company has a 76.3% interest in another unconsolidated joint venture, which it does not manage, which owns a single-tenant office property in Philadelphia, Pennsylvania.

The Company has elected to be taxed as a real estate investment trust (“REIT”) under applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT under those provisions, the Company must have a preponderant percentage of its assets invested in, and income derived from, real estate and related sources. The Company’s objectives are to provide to its shareholders a professionally-managed, diversified portfolio of commercial real estate investments (primarily supermarket-anchored shopping centers), which will provide substantial cash flow, currently and in the future, taking into account an acceptable modest risk profile, and which will present opportunities for additional growth in income and capital appreciation.

The Company, organized as a Maryland corporation, has established an umbrella partnership structure through the contribution of substantially all of its assets to Cedar Shopping Centers Partnership L.P. (the “Operating Partnership”), organized as a limited partnership under the laws of Delaware. The Company conducts substantially all of its business through the Operating Partnership. At December 31, 2010, the Company owned 97.9% of the Operating Partnership and is its sole general partner. The approximately 1,415,000 limited Operating Partnership Units (“OP Units”) are economically equivalent to the Company’s common stock and are convertible into the Company’s common stock at the option of the holders on a one-to-one basis.

The Company derives substantially all of its revenues from rents and operating expense reimbursements received pursuant to long-term leases. The Company’s operating results therefore depend on the ability of its tenants to make the payments required by the terms of their leases. The Company focuses its investment activities on supermarket-anchored community shopping centers. The Company believes that, because of the need of consumers to purchase food and other staple goods and services generally available at such centers, its type of “necessities-based” properties should provide relatively stable revenue flows even during difficult economic times.

In connection with the transactions with RioCan Real Estate Investment Trust (“RioCan”), the Company has acquired, and will continue to seek to acquire, primarily stabilized supermarket-anchored properties in its primary market areas in a joint venture owned 20% by the Company. The Company has historically sought opportunities to acquire stabilized properties as well as properties suited for development, where it can utilize its experience in shopping center construction, renovation, expansion, re-leasing and re-merchandising to achieve long-term cash flow growth and favorable investment returns.

The Company, the Operating Partnership, their subsidiaries and affiliated partnerships are separate legal entities. For ease of reference, the terms “we”, “our”, “us”, “Company” and “Operating Partnership” (including their respective subsidiaries and affiliates) refer to the business and properties of all these entities, unless the context otherwise requires. The Company’s executive offices are located at 44 South Bayles Avenue, Port Washington, New York 11050-3765 (telephone 516-767-6492). The Company also maintains property management, construction management and/or leasing offices at several of its shopping-center properties. The Company’s website can be accessed at www.cedarshoppingcenters.com, where a copy of the Company’s Forms 10-K, 10-Q, 8-K and other filings with the Securities and Exchange Commission (“SEC”) can be obtained free of charge. These SEC filings are added to the website as soon as reasonably practicable. The Company’s Code of Ethics, corporate governance guidelines and committee charters are also available on the website.

Recent Developments and Significant Transactions

Common Stock and Preferred Stock

On February 5, 2010, the Company concluded a public offering of 7,500,000 shares of its common stock at $6.60 per share, and realized net proceeds, after offering expenses, of approximately $47.0 million. On March 3, 2010, the underwriters exercised their over-allotment option to the extent of 697,800 shares, and the Company realized additional net proceeds of $4.4 million. In connection with the offering, RioCan (see below) acquired 1,350,000 shares of the Company’s common stock, including 100,000 shares acquired in connection with the exercise of the over-allotment option, and the Company realized net proceeds of $8.9 million from those transactions.

On February 5, 2010, the Company filed a registration statement with the Securities and Exchange Commission for up to 5,000,000 shares of the Company’s common stock under the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (“DRIP”). The DRIP offers a convenient method for shareholders to invest cash dividends and/or make optional cash payments to purchase shares of the Company’s common stock at 98% of their market value. The Board of Directors of the Company has approved an amendment to the DRIP to have all stock purchased at 100% of their market value. This amendment is expected to become effective promptly after the filing of this Form 10-K. Through December, 31, 2010, the Company issued approximately 1,451,000 shares of its common stock under the DRIP at an average price of $5.79 per share and realized proceeds after expenses of approximately $8.2 million.

On April 27, 2010, RioCan exercised its warrant to purchase 1,428,570 shares of the Company’s common stock, and the Company realized net proceeds of $10.0 million from that transaction.

The Company has a Standby Equity Purchase Agreement (the “SEPA Agreement”) with an investment company for sales of its shares of common stock aggregating, as amended, up to $45 million over a commitment period ending in September 2011. Through December 31, 2010, approximately 1,807,000 shares had been sold pursuant to the SEPA Agreement, at an average price of $6.98 per share, and the Company realized net proceeds, after allocation of issuance expenses, of approximately $12.3 million.

In connection with a litigation settlement in April 2010 in the Company’s favor, the Company received a cash payment of $750,000. In addition, the defendants acquired 94,000 shares of the Company’s common stock at an average price of $8.01 per share from which the Company realized net proceeds of an additional $750,000.

On August 25, 2010, the Company concluded a public offering of 2,850,000 shares of its 8-7/8% Series A Cumulative Redeemable preferred stock at $24.50 per share, and realized net proceeds, after offering expenses, of approximately $67.4 million. In connection with the sale, the Company’s investment advisor received an underwriter’s discount of approximately $2.4 million.

RioCan

The Company and RioCan entered into an 80% (RioCan) and 20% (Cedar) joint venture in October 2009 (i) initially for the purchase of seven supermarket-anchored properties previously owned by the Company, and (ii) then to acquire additional primarily supermarket-anchored properties in the Company’s primary market areas, in the same joint venture format. The Company transferred the initial seven properties into the joint venture at various times from December 2009 through May 2010 generating approximately $63.1 million of net proceeds and the transfer of approximately $94 million of fixed-rate mortgages. In addition, in April 2010, RioCan exercised its warrant to purchase 1,428,570 shares of the Company’s common stock, and the Company received proceeds of $10.0 million. Net proceeds from the property transfers and the exercise of the warrants were used to repay/reduce the outstanding balances under the Company’s secured revolving credit facilities.

For specific information relating the properties owned by the Cedar/RioCan joint venture, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this report.

During 2010, the Company earned approximately $3.6 million in fees from the joint venture, comprised of accounting fees, property management fees, acquisition fees and financing fees. Such fees are included in other revenues in the accompanying statements of operations. In addition, the Company paid fees to its investment advisor of approximately $2.7 million, which are included in transaction costs in the accompanying statements of operations.

Secured Revolving Stabilized Property Credit Facility

The Company has an amended and restated secured revolving stabilized property credit facility with Bank of America, N.A. as administrative agent, together with three other lead lenders and other participating banks. On September 13, 2010, the Company elected to reduce the total commitments under the facility from $285.0 million to $185.0 million.

Discontinued Operations

During 2010 and 2009, the Company sold, or has treated as “held for sale”, 28 of its properties (including a number of drug store/convenience centers). The carrying values of the assets and liabilities of these properties, principally the net book values of the real estate and the related mortgage loans payable, have been reclassified as “held for sale” on the Company’s consolidated balance sheets at December 31, 2010 and 2009, if applicable. In addition, the properties’ results of operations have been classified as “discontinued operations” for all periods presented.

For specific information relating the properties sold or treated as “held for sale”, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this report.

The Company’s Properties

The following tables summarize information relating to the Company’s properties as of December 31, 2010:

																														Net book value of
										Consolidated Properties																				Cedar/RioCan
		Number of				GLA								Building and								Accumulated				Net book				Joint Venture
State		properties				(Sq. ft.)				Land				improvements				Total cost				depreciation				value				Prioerties
Pennsylvania			59				8,177,000			$	168,749,000			$	698,563,000			$	867,312,000			$	104,569,000			$	762,743,000			$	311,038,000
Massachusetts			9				1,486,000				27,148,000				114,404,000				141,552,000				14,762,000				126,790,000				75,839,000
Connecticut			9				1,263,000				25,160,000				124,873,000				150,033,000				18,543,000				131,490,000				26,126,000
Virginia			15				1,092,000				27,476,000				104,169,000				131,645,000				19,189,000				112,456,000				46,059,000
Ohio			5				80,000				2,218,000				10,398,000				12,616,000				2,175,000				10,441,000				—
Maryland			8				904,000				29,473,000				79,800,000				109,273,000				11,957,000				97,316,000				11,188,000
New Jersey			6				1,228,000				13,742,000				74,489,000				88,231,000				12,178,000				76,053,000				54,198,000
New York			3				226,000				13,014,000				39,456,000				52,470,000				4,476,000				47,994,000				—
Michigan			1				79,000				2,443,000				9,813,000				12,256,000				1,609,000				10,647,000				—
Total operarting portfolio			115				14,535,000				309,423,000				1,255,965,000				1,565,388,000				189,458,000				1,375,930,000				524,448,000
Projects under development and land held for future expansion and development			n/a				n/a				19,408,000				6,514,000				25,922,000				3,000				25,919,000				—
Total portfolio			115				14,535,000			$	328,831,000			$	1,262,479,000			$	1,591,310,000			$	189,461,000			$	1,401,849,000				524,448,000
Unconsolidated joint venture — not managed (a)																															5,848,000
Total unconsolidated joint ventures																														$	530,296,000

		Number																Annualized				Percentage of
		of								Percentage				Annualized				Base rent				annualized
Tenant (a)		stores				GLA				of GLA				base rent				per sq. ft.				base rents
Top ten tenants (b):
Giant Foods (c)			29				1,886,000				13.0	%		$	28,527,000			$	15.13				17.8	%
Stop & Shop (c)			6				391,000				2.7	%			4,322,000				11.05				2.7	%
Farm Fresh (c)			6				364,000				2.5	%			3,909,000				10.74				2.4	%
L.A. Fitness			6				248,000				1.7	%			3,826,000				15.43				2.4	%
Discount Drug Mart			1				206,000				1.4	%			2,496,000				12.12				1.6	%
Staples			10				199,000				1.4	%			3,006,000				15.11				1.9	%
Shaw’s (c)			4				241,000				1.7	%			2,716,000				11.27				1.7	%
CVS			11				124,000				0.9	%			2,445,000				19.72				1.5	%
Best Buy			4				128,000				0.9	%			2,407,000				18.80				1.5	%
Lowe’s			3				392,000				2.7	%			2,337,000				5.96				1.5	%
Sub-total top ten tenants			80				4,179,000				28.9	%			55,991,000				13.40				35.0	%
Remaining tenants			1,195				9,068,000				62.2	%			103,907,000				11.46				65.0	%
Sub-total all tenants			1,275				13,247,000				91.1	%			159,898,000				12.07				100.0	%
Vacant space (d)			n/a				1,288,000				8.9	%			n/a				n/a				n/a
Total (including vacant space)			1,275				14,535,000				100.0	%		$	159,898,000			$	11				n/a

																						Percentage
		Tenants								Percentage				Annualized				Annualized				of annualized
Year of lease		with leases				GLA				of GLA				expiring				expiring base				expiring
expiration (a)		expiring				expiring				expiring				base rents				rents per sq. ft.				base rents
Month-to-Month			68				172,000				1.3	%		$	2,183,000			$	12.69				1.4	%
2011			154				815,000				6.2	%			10,949,000				13.43				6.8	%
2012			183				943,000				7.1	%			11,081,000				11.75				6.9	%
2013			151				632,000				4.8	%			9,430,000				14.92				5.9	%
2014			178				1,727,000				13.0	%			16,448,000				9.52				10.3	%
2015			174				1,431,000				10.8	%			15,435,000				10.79				9.7	%
2016			74				919,000				6.9	%			8,592,000				9.35				5.4	%
2017			47				559,000				4.2	%			7,611,000				13.62				4.8	%
2018			44				863,000				6.5	%			11,284,000				13.08				7.1	%
2019			55				911,000				6.9	%			11,592,000				12.72				7.2	%
2020			47				992,000				7.5	%			10,040,000				10.12				6.3	%
2021			16				344,000				2.6	%			5,784,000				16.81				3.6	%
Thereafter			84				2,939,000				22.2	%			39,469,000				13.43				24.6	%
All tenants			1,275				13,247,000				100.0	%			159,898,000				12.07				100.0	%
Vacant space (b)			n/a				1,288,000				n/a				n/a				n/a				n/a
Total portfolio			1,275				14,535,000				n/a			$	159,898,000			$	11.00				n/a

The terms of the Company’s retail leases generally vary from tenancies at will to 25 years, excluding renewal options. Anchor tenant leases are typically for 10 to 25 years, with one or more renewal options available to the lessee upon expiration of the initial lease term. By contrast, smaller store leases are typically negotiated for five-year terms. The longer terms of major tenant leases serve to protect the Company against significant vacancies and to assure the presence of strong tenants which draw consumers to its centers. The shorter terms of smaller store leases allow the Company under appropriate circumstances to adjust rental rates periodically for non-major store space and, where possible, to upgrade or adjust the overall tenant mix.

Most leases contain provisions requiring tenants to pay their pro rata share of real estate taxes, insurance and certain operating costs. Some leases also provide that tenants pay percentage rent based upon sales volume generally in excess of certain negotiated minimums.

Giant Food Stores, LLC (“Giant Foods”), which is owned by Ahold N.V., a Netherlands corporation, leased approximately 13%, 11% and 11% of the Company’s GLA at December 31, 2010, 2009 and 2008, respectively, and accounted for approximately 14%, 13% and 13% of the Company’s total revenues during 2010, 2009 and 2008, respectively. Giant Foods, in combination with Stop & Shop, Inc., which is also owned by Ahold N.V., accounted for approximately 17%, 17% and 17% of the Company’s total revenues during 2010, 2009 and 2008, respectively. No other tenant leased more than 10% of GLA at December 31, 2010, 2009 or 2008, or contributed more than 10% of total revenues during 2010, 2009 or 2008. On February 15, 2011, Homburg Invest Inc., our co-venturer in nine supermarket anchored shopping centers, initiated a “buy/sell” option. Of the nine supermarket anchored shopping centers, the Company, pursuant to the transaction initiated by Homburg Invest, Inc., has elected to sell eight of such properties of which six are anchored by Giant Food Stores. For more information, see Note 9 of Notes to Consolidated Financial Statements elsewhere in this report. No individual property had a net book value equal to more than 10% of total assets at December 31, 2010, 2009 or 2008.

Depreciation on all of the Company’s properties is calculated using the straight-line method over the estimated useful lives of the respective real properties and improvements, which range from three to forty years.

The Company’s executive offices are located at 44 South Bayles Avenue, Port Washington, New York, in which it presently occupies approximately 14,700 square feet leased from a partnership owned 43.6% by the Company’s Chairman. Under the terms of the lease, as amended, this will expire in February 2020. The Company believes that the terms of its lease are at market.

Competition

The Company believes that competition for the acquisition and operation of retail shopping and convenience centers is highly fragmented. It faces competition from institutional investors, public and private REITs, owner-operators engaged in the acquisition, ownership and leasing of shopping centers, as well as from numerous local, regional and national real estate developers and owners in each of its markets. It also faces competition in leasing available space at its properties to prospective tenants. Competition for tenants varies depending upon the characteristics of each local market in which the Company owns and manages properties. The Company believes that the principal competitive factors in attracting tenants in its market areas are location, price and other lease terms, the presence of anchor tenants, the mix, quality and sales results of other tenants, and maintenance, appearance, access and traffic patterns of its properties.

Environmental Matters

Under various federal, state, and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or other contaminants at property owned, leased, managed or otherwise operated by such person, and may be held liable to a governmental entity or to third parties for property damage, and for investigation and cleanup costs in connection with such contamination. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such conditions, may adversely affect the owner’s, lessor’s or operator’s ability to sell or rent such property or to arrange financing using such property as collateral. In connection with the ownership, operation and management of real estate, the Company may potentially become liable for removal or remediation costs, as well as certain other related costs and liabilities, including governmental fines and injuries to persons and/or property.

The Company believes that environmental studies conducted at the time of acquisition with respect to all of its properties have not revealed environmental liabilities that would have a material adverse effect on its business, results of operations or liquidity. However, no assurances can be given that existing environmental studies with respect to any of the properties reveal all environmental liabilities, that any prior owner of or tenant at a property did not create a material environmental condition not known to the Company, or that a material environmental condition does not otherwise exist at any one or more of its properties. If a material environmental condition does in fact exist, it could have an adverse impact upon the Company’s financial condition, results of operations and liquidity.

Employees

As of December 31, 2010, the Company had 109 employees (101 full-time and 8 part-time). The Company believes that its relations with its employees are good.

Item 1A. Risk Factors

Economic conditions in the U.S. economy, instability in the credit markets and the uncertain retail environment could adversely affect our ability to continue to pay dividends or cause us to reduce further the amount of our dividends.

As a result of the current state of the U.S. economy, constrained capital markets, the difficult retail environment and the need to renew the Company’s secured revolving stabilized property line of credit facility, on January 29, 2009, our Board of Directors reduced our annual dividend rate on our common stock from $.90 per share to $.45 per share and on April 2, 2009 suspended the payment of dividends. The Board reinstituted dividends at the annual rate of $.36 per share as of January 20, 2010. However, there can be no assurance that as a result of economic conditions the Company will not be forced, once again, to suspend or reduce the payment of dividends.

Volatility and instability in the credit markets could adversely affect our ability to obtain new financing or to refinance existing indebtedness.

Continued uncertainty in the credit markets may negatively impact our ability to access debt financing, to arrange property-specific financing or to refinance our existing debt as it matures on favorable terms or at all. As a result, we may be forced to seek potentially less attractive financings, including equity investments on terms that may not be favorable to us. In doing so, the Company may be compelled to dilute the interests of existing shareholders that could also adversely reduce the trading price of our common stock.

Our properties consist primarily of community shopping centers. Our performance therefore is linked to economic conditions in the market for retail space generally.

Our properties consist primarily of supermarket-anchored community shopping centers, and our performance therefore is linked to economic conditions in the market for retail space generally. This also means that we are subject to the risks that affect the retail environment generally, including the levels of consumer spending, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, changes in economic conditions and consumer confidence. A downturn in the U.S. economy and reduced consumer spending could impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity or other reasons and therefore decrease the revenue generated by our properties or the value of our properties. Our ability to lease space and negotiate and maintain favorable rents could also be negatively impacted by the current state of the U.S. economy. Moreover, the

demand for leasing space in our existing shopping centers as well as our development properties could also significantly decline during a significant downturn in the U.S. economy that could result in a decline in our occupancy percentage and reduction in rental revenues. The U.S. economy has experienced, and is expected to continue to experience, substantial unemployment at rates which approach their highest levels in the country’s history. Such levels of reported unemployment may in fact mask more serious unemployment issues, such as persons who have not sought to re-enter the labor force after having been unemployed for substantial periods of time and, further, may not fairly reflect persons who are under-employed or temporarily employed. Sustained levels of high unemployment can be expected to have a serious negative impact on consumer spending in affected areas. While unemployment levels may vary considerably in different areas of the country, and within the markets in which we presently operate, sustained unemployment may have a continuing negative impact on sales by our tenants at our various shopping centers.

There has been recent pressure on prices of petroleum products resulting from actual or potential dislocations in the world’s supply caused by political turmoil in countries which are major sources or distribution links for such products. This has tended to adversely impact the pricing of gasoline, among other products, in this country, which may cause shoppers to restrict their trips by automobile to shopping centers, reduce their purchases of gasoline and other products from the fuel service stations affiliated with the supermarkets at several of our properties, as well as reduce their levels of discretionary spending, all of which, in turn, could adversely affect sales at our properties.

Our performance and value are subject to risks associated with real estate assets and with the real estate industry.

Our performance and value are subject to risks associated with real estate assets and with the real estate industry, including, among other things, risks related to adverse changes in national, regional and local economic and market conditions. Our continued ability to make expected distributions to our shareholders depends on our ability to generate sufficient revenues to meet operating expenses, future debt service and capital expenditure requirements. Events and conditions generally applicable to owners and operators of real property that are beyond our control may decrease cash available for distribution and the value of our properties. These events and conditions include, but may not be limited to, the following:

1.

local oversupply, increased competition or declining demand for real estate;

2.

local economic conditions, which may be adversely impacted by plant closings, business layoffs, industry slow-downs, weather conditions, natural disasters and other factors;

3.

non-payment or deferred payment of rent or other charges by tenants, either as a result of tenant-specific financial ills, or general economic events or circumstances adversely affecting consumer disposable income or credit;

4.

vacancies or an inability to rent space on acceptable terms;

5.

inability to finance property development, tenant improvements and acquisitions on acceptable terms;

6.

increased operating costs, including real estate taxes, insurance premiums, utilities, repairs and maintenance;

7.

volatility and/or increases in interest rates, or the non-availability of funds in the credit markets in general;

8.

increased costs of complying with current, new or expanded governmental regulations;

9.

the relative illiquidity of real estate investments;

10.

changing market demographics;

11.

changing traffic patterns;

12.

an inability to arrange property-specific replacement financing for maturing mortgage loans in acceptable amounts or on acceptable terms.

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

We may incur additional debt in connection with development and redevelopment of properties owned by us and in connection with future acquisitions of real estate. We also may borrow funds to make distributions to shareholders. If we are unable to obtain such financing, we may be forced to delay or cancel such development, redevelopment and acquisition activities, which might require us to record a loss, might impair our future growth, and which in turn may harm our stock price. Our debt may harm our business and operating results by (i) requiring us to use a substantial portion of our available liquidity to pay required debt service and/or repayments or establish additional reserves, which would reduce the amount available for distributions, (ii) placing us at a competitive disadvantage compared to competitors that have less debt or debt at more favorable terms, (iii) making us more vulnerable to economic and industry downturns and reducing our flexibility in responding to changing business and economic conditions, and (iv) limiting our ability to borrow more money for operations, capital expenditures, or to finance development, redevelopment and acquisition activities in the future. Increases in interest rates may impede our operating performance and put us at a competitive disadvantage. Payments of required debt service or amounts due at maturity, or creation of additional reserves under loan agreements, could adversely affect our liquidity.

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

Substantially all of our revenues are derived from rental income from our properties. Our tenants may experience a downturn in their respective businesses and/or in the economy generally at any time that may weaken their financial condition. As a result, any such tenants may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent, or declare bankruptcy. Any leasing delays, failure to make rental or other payments when due, or tenant bankruptcies, could result in the termination of tenants’ leases, which would have a negative impact on our operating results. In addition, adverse market and economic conditions and competition may impede our ability to renew leases or re-let space as leases expire, which could harm our business and operating results.

Our business may be seriously harmed if a major tenant fails to renew its lease(s) or vacates one or more properties and prevents us from re-leasing such premises by continuing to pay base rent for the balance of the lease terms. In addition, the loss of such a major tenant could result in lease terminations or reductions in rent by other tenants, as provided in their respective leases.

We may be restricted from re-leasing space based on existing exclusivity lease provisions with some of our tenants. In these cases, the leases contain provisions giving the tenant the exclusive right to sell particular types of merchandise or provide specific types of services within the particular retail center which limit the ability of other tenants within that center to sell such merchandise or provide such services. When re-leasing space after a vacancy by one of such other tenants, such lease provisions may limit the number and types of prospective tenants for the vacant space. The failure to re-lease space or to re-lease space on satisfactory terms could harm operating results.

Any bankruptcy filings by, or relating to, one of our tenants or a lease guarantor would generally bar efforts by us to collect pre-bankruptcy debts from that tenant, or lease guarantor, unless we receive an order permitting us to do so from the bankruptcy court. A bankruptcy by a tenant or lease guarantor could delay efforts to collect past due balances, and could ultimately preclude full or in fact any collection of such sums. If a lease is affirmed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must generally be paid in full. However, if a lease is disaffirmed by a tenant in bankruptcy, we would have only an unsecured claim for damages, which would be paid normally only to the extent that funds are available, and only in the same percentage as is paid to all other members of the same class of unsecured creditors. It is possible and indeed likely that we would recover substantially less than, or in fact no portion of, the full value of any unsecured claims we hold, which may in turn harm our financial condition.

“New Technology” developments may impact customer traffic at certain tenants’ stores and ultimately sales at such stores.

We may be adversely affected by developments of new technology which may cause the business of certain of our tenants to become substantially diminished or functionally obsolete with the result that such tenants may be unable to pay rent, become insolvent, file for bankruptcy protection, close their stores, or terminate their leases. Examples of the potentially adverse effects of new technology on retail businesses include, amongst other, the advent of on-line movie rentals on video stores, the effect of “e-books” and small screen readers on book stores and increased sales of electronic products “on-line”.

Substantial recent annual increases in on-line sales have also caused many retailers to sell products on line on their websites with pick-ups at a store or warehouse. With special reference to our principal tenants, on-line grocery orders are available and especially useful in urban areas, but have not yet become a major factor affecting supermarkets in our portfolio.

Competition may impede our ability to renew leases or re-let spaces as leases expire, which could harm our business and operating results.

We also face competition from similar retail centers within our respective trade areas that may affect our ability to renew leases or re-let space as leases expire. Certain national retail chain bankruptcies and resulting store closings/lease disaffirmations have generally resulted in increased available retail space which, in turn, has resulted in increased competitive pressure to renew tenant leases upon expiration and to find new tenants for vacant space at such properties. In addition, any new competitive properties that are developed within the trade areas of our existing properties may result in increased competition for customer traffic and creditworthy tenants. Increased competition for tenants may require us to make tenant and/or capital improvements to properties beyond those that we would otherwise have planned to make. Any unbudgeted tenant and/or capital improvements we undertake may reduce cash that would otherwise be available for distributions to shareholders. Ultimately, to the extent we are unable to renew leases or re-let space as leases expire, our business and operations could be negatively impacted.

We face competition for the acquisition of real estate properties, which may impede our ability to make future acquisitions or may increase the cost of these acquisitions.

We compete with many other entities engaged in real estate investment activities for acquisitions of retail shopping centers, including institutional investors, other REITs and other owner-operators of shopping centers. These competitors may drive up the price we must pay for real estate properties, other assets or other companies we seek to acquire or may succeed in acquiring those companies or assets themselves. In addition, our potential acquisition targets may find our competitors to be more attractive suitors because they may have greater resources (including a cost of capital that may be considerably less than ours), may be willing to pay more, or may have a more compatible operating philosophy, or may indeed operate in a broader geographic area than we do. In addition, the number of entities and the amount of funds competing for suitable investment properties may increase. This will result in increased demand for these assets and therefore increased prices paid for them. If we pay higher prices for properties, our profitability will be reduced.

Our current and future joint venture investments could be adversely affected by the lack of sole decision-making authority, reliance on joint venture partners’ financial condition, and any disputes that may arise between our joint venture partners and us.

We presently own a significant number of our properties in joint venture, and in the future we may continue to co-invest with third parties through joint ventures and/or contribute some of our properties to joint ventures. In addition, we have a 76.3% interest in an unconsolidated joint venture that owns a single-tenant office property. We are generally not in a position to exercise sole decision-making authority regarding the properties owned through joint ventures. Investments in joint ventures may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that joint venture partners might file for bankruptcy protection or fail to fund their share of required capital contributions. Joint venture partners may have business interests or goals that are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments also may have the potential risk of impasses on decisions, such as a sale, because neither the

joint venture partner nor we would have full control over the joint venture. Any disputes that may arise between joint venture partners and us may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with joint venture partners might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party joint venture partners. Our joint venture partner(s) or we may not be in a position to respond to capital calls, and such calls could thus adversely affect our ownership or profits interest through subordination, dilution or super priorities. Also, the triggering of buy/sell provisions in the respective joint venture agreements could adversely affect our ownership interests.

As indicated, we have entered into joint venture arrangements with respect to a number of our properties, including both development and stabilized properties. The applicable joint venture agreements generally include so-called “buy/sell” provisions pursuant to which, after a specified period of years, either party may initiate a “buy/sell” arrangement pursuant to which the initiating party can designate a value for the relevant property or properties, and the other party, after a specified notice period, may then elect either to sell its proportionate ownership interest in the joint venture based on that value for the entire property or to purchase the initiating party’s ownership interest based on such valuation for the entire property, subject to certain time limits for closing and other closing conditions where applicable. On February 15, 2011, Homburg Invest Inc., our co-venturer in nine supermarket-anchored shopping centers, initiated a “buy/sell” option under the joint venture agreement. For more information, see Note 9 of Notes to Consolidated Financial Statements elsewhere in this report.

The risk to us is that we may not be in a position financially, by virtue of lack of access to funds at an acceptable cost and within prescribed time limits, to purchase the co-venturer’s interest in the event of such “triggering” of the buy/sell provision by the co-venturer. Accordingly, we may be forced to sell our interest in the relevant property or properties on terms and at a time when such sale might not be considered in our best interests. In the event of such sale, we might also lose the benefit of various fees payable to us by the joint venture for property management, leasing and other services, as well as the benefit, where applicable, of a “promote” structure in such joint venture arrangement pursuant to which we could realize an additional share of profits, gains, cash flow, or proceeds of a sale, (re)financing or other capital transaction. Among other things, such sale could adversely affect on-going rental revenues, market penetration, relationships with tenants, and overall credit metrics.

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

The financial covenants in our loan agreements may restrict our operating or acquisition activities, which may harm our financial condition and operating results. The mortgages on our properties contain customary negative covenants, such as those that limit our ability, without the prior consent of the lender, to sell or otherwise transfer any ownership interest, to further mortgage the applicable property, to enter into leases, or to discontinue insurance coverage. Our ability to borrow under our secured revolving credit facilities is subject to compliance with these financial and other covenants, including restrictions on property eligible for collateral, the payment of dividends, and overall restrictions on the amount of indebtedness we can incur. If we breach covenants in our debt agreements, the lenders could declare a default and require us to repay the debt immediately and, if the debt is secured, could take possession of the property or properties securing the loan.

A substantial portion of our properties are located in the mid-Atlantic and Northeast coastal regions, which exposes us to greater economic risks than if our properties were owned in several geographic regions.

Our properties are located largely in the mid-Atlantic and Northeast coastal regions, which exposes us to greater economic risks than if we owned properties in more geographic regions. Any adverse economic or real estate developments resulting from the regulatory environment, business climate, fiscal problems or weather in such regions could have an adverse impact on our prospects. In addition, the economic condition of each of our markets may be dependent on one or more industries. An economic downturn in one of these industry sectors may result in an increase in tenant vacancies, which may harm our performance in the affected markets. High barriers to entry in the Northeast due to mature economies, road patterns, density of population, restrictions on development, and high land costs, coupled with large numbers of often overlapping government jurisdictions, may make it difficult for the Company to continue to grow in these areas.

Development and redevelopment activities may be delayed or otherwise may not achieve expected results.

Development and/or redevelopment activities may be cancelled, terminated, abandoned, and/or delayed, or otherwise may not achieve expected results due, among other things, to our inability to achieve favorable leasing results, to obtain all required permits and approvals, and to finance such development activities. We are in the process of developing/redeveloping several of our properties and expect to continue such activities in the future. In this connection, we will bear certain risks, including the risks of failure/lack of, or withdrawal of, expected entitlements, construction delays or cost overruns (including increases in materials and/or labor costs and the requirement for greater off-site improvements than originally contemplated) that may increase project costs and make such project uneconomical, the risk that occupancy or rental rates at a completed project will not be sufficient to enable us to pay operating expenses or achieve targeted rates of return on investment, and the risk of incurring acquisition and/or predevelopment costs in connection with projects that are not pursued to completion. Development/redevelopment activities are also generally subject to governmental permits and approvals, which may be delayed, may not be obtained, or may be conditioned on terms unfavorable to us. In addition, consents may be required from various tenants, lenders, and/or joint venture partners. In case of an unsuccessful project, our loss could exceed our investment in the project.

Our success depends on key personnel whose continued service is not guaranteed.

Our success depends on the efforts of key personnel, whose continued service is not guaranteed. Key personnel could be lost because we could not offer, among other things, competitive compensation programs. The loss of services of key personnel could materially and adversely affect our operations because of diminished relationships with lenders, sources of equity capital, construction companies, and existing and prospective tenants, and the ability to conduct our business and operations without material disruption.

Potential losses may not be covered by insurance.

Potential losses may not be covered by insurance. We carry comprehensive liability, fire, flood, extended coverage and rental loss insurance under a blanket policy covering all of our properties. We believe the policy specifications and insured limits are appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for losses such as from war, nuclear accidents, and nuclear, biological and chemical occurrences from terrorist’s acts. Some of the insurance, such as that covering losses due to floods and earthquakes, is subject to limitations involving large deductibles or co-payments and policy limits that may not be sufficient to cover losses. Additionally, certain tenants have termination rights in respect of certain casualties. If we receive casualty proceeds, we may not be able to reinvest such proceeds profitably or at all, and we may be forced to recognize taxable gain on the affected property. If we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.

Future terrorist attacks could harm the demand for, and the value of, our properties.

Future terrorist attacks, such as the attacks that occurred in New York, Pennsylvania and Washington, D.C. on September 11, 2001, and other acts of terrorism or war, could harm the demand for, and the value of, our properties. Terrorist attacks could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or may be subject to substantial cost increases. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases could be adversely affected.

If we fail to continue as a REIT, our distributions will not be deductible, and our income will be subject to taxation, thereby reducing earnings available for distribution.

If we do not continue to qualify as a REIT, our distributions will not be deductible, and our income will be subject to taxation, reducing earnings available for distribution. We have elected since 1986 to be taxed as a REIT under the Code. A REIT will generally not be subject to federal income taxation on that portion of its income that qualifies as REIT taxable income, to the extent that it distributes at least 90% of its taxable income to its shareholders and complies with certain other requirements.

We intend to make distributions to shareholders to comply with the requirements of the Code. However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets, borrow funds or pay a portion of the dividend in common stock to meet the 90% distribution requirement of the Code. Certain assets generate substantial differences between taxable income and income recognized in accordance with accounting principles generally accepted in the United States (“GAAP”). Such assets include, without limitation, operating real estate that was acquired through structures that may limit or completely eliminate the depreciation deduction that would otherwise be available for income tax purposes. As a result, the Code requirement to distribute a substantial portion of our otherwise net taxable income in order to maintain REIT status could cause us

to (i) distribute amounts that could otherwise be used for future acquisitions, capital expenditures or repayment of debt, (ii) borrow on unfavorable terms, (iii) sell assets on unfavorable terms or (iv) pay a portion of our common dividend in common stock. If we fail to obtain debt or equity capital in the future, it could limit our operations and our ability to grow, which could have a material adverse effect on the value of our common stock.

Dividends payable by REITs do not qualify for the reduced tax rates under tax legislation which reduced the maximum tax rate for dividends payable to individuals from 35% to 15% (through 2012). Although this legislation does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors to perceive investments in REITs to be relatively less attractive than investments in the stock of corporations that pay dividends qualifying for reduced rates of tax, which in turn could adversely affect the value of the stock of REITs.

We could incur significant costs related to government regulation and litigation over environmental matters and various other federal, state and local regulatory requirements.

We could incur significant costs related to government regulations and litigation over environmental matters. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or other contaminants at property owned, leased, managed or otherwise operated by such person, and may be held liable to a governmental entity or to third parties for property damage, and for investigation and cleanup costs in connection with such contamination. The cost of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such conditions, may adversely affect the owner’s, lessor’s or operator’s ability to sell or rent such property or to arrange financing using such property as collateral. In connection with the ownership, operation and management of real properties, we are potentially liable for removal or remediation costs, as well as certain other related costs and liabilities, including governmental fines, injuries to persons, and damage to property.

We may incur significant costs complying with the Americans with Disabilities Act of 1990 (the “ADA”) and similar laws, which require that all public accommodations meet federal requirements related to access and use by disabled persons, and with various other federal, state and local regulatory requirements, such as state and local fire and life safety requirements.

The Company believes environmental studies conducted at the time of acquisition with respect to all of our properties did not reveal any material environmental liabilities, and we are unaware of any subsequent environmental matters that would have created a material liability. We believe that our properties are currently in material compliance with applicable environmental, as well as non-environmental, statutory and regulatory requirements. If one or more of our properties were not in compliance with such federal, state and local laws, we could be required to incur additional costs to bring the property into compliance. If we incur substantial costs to comply with such requirements, our business and operations could be adversely affected. If we fail to comply with such requirements, we might incur governmental fines or private damage awards. We cannot presently determine whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely impact our business and operations.

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

Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and depress the price of our common stock. The charter, subject to certain exceptions, authorizes directors to take such actions as are necessary and desirable relating to qualification as a REIT, and to limit any person to beneficial ownership of no more than 9.9% of the outstanding shares of our common stock. Our Board of Directors, in its sole discretion, may exempt a proposed transferee from the ownership limit, but may not grant an exemption from the ownership limit to any proposed transferee whose direct or indirect ownership could jeopardize our status as a REIT. These restrictions on transferability and ownership will not apply if our Board of Directors determines that it is no longer in our best interests to continue to qualify as, or to be, a REIT. This ownership limit may delay or impede a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of shareholders. Our Board of Directors has waived the ownership limit to permit each of Inland American Real Estate Trust, Inc. and RioCan Real Estate Investment Trust to acquire up to 14% and 16%, respectively, of our stock; provided, however, that each of them has agreed to various voting restrictions and standstill provisions.

We may authorize and issue stock and OP Units without shareholder approval. Our charter authorizes the Board of Directors to issue additional shares of common or preferred stock, to issue additional OP Units, to classify or reclassify any unissued shares of common or preferred stock, and to set the preferences, rights and other terms of such classified or unclassified shares. In connection with obtaining shareholder approval to increase the number of authorized shares of preferred stock, we have agreed not to use our preferred stock for anti-takeover purposes or in connection with a shareholder rights plan unless we obtain shareholder approval. Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

1.

“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person or an affiliate thereof who beneficially owns 10% or more of the voting power of our shares) for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes special appraisal rights and special stockholder voting requirements on these combinations; and

2.

“control share” provisions that provide that our “control shares” (defined as shares that, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of control shares) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

We have opted out of these provisions of the MGCL. However, the Board of Directors may, by resolution, elect to opt in to the business combination provisions of the MGCL, and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL.

Item 1B. Unresolved Staff Comments: None

Item 3. Legal Proceedings

The Company is not presently involved in any litigation, nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries, which is either not covered by the Company’s liability insurance, or, in management’s opinion, would result in a material adverse effect on the Company’s financial position or results of operations.

Item 4. [Reserved]

Directors and Executive Officers of the Company

Information regarding the Company’s directors and executive officers is set forth below:

Name		Age				Position
Leo S. Ullman			71			Chairman of the Board of Directors, Chief Executive Officer and President
James J. Burns			71			Director
Raghunath Davloor			49			Director
Richard Homburg			61			Director
Pamela N. Hootkin			63			Director
Paul G. Kirk Jr.			73			Director
Everett B. Miller III			65			Director
Roger M. Widmann			71			Director
Lawrence E. Kreider, Jr.			63			Chief Financial Officer
Nancy H. Mozzachio			46			Vice President — Leasing
Thomas B. Richey			55			President — Development and Construction Division
Brenda J. Walker			58			Vice President — Chief Operating Officer
Stuart H. Widowski			50			Secretary and General Counsel

Leo S. Ullman, chief executive officer, president and chairman of the Board of Directors, has been involved in real estate property and asset management for more than thirty years. He was chairman and president since 1978 of the real estate management companies, and their respective predecessors and affiliates, which were merged into the Company in 2003. Mr. Ullman was first elected as the Company’s chairman in April 1998 and served until November 1999. He was re-elected in December 2000. Mr. Ullman also has been chief executive officer and president from April 1998 to date. He has been a member of the New York Bar since 1966 and was in private legal practice until 1998. From 1984 until 1993, he was a partner in the New York law firm of Reid & Priest, and served as initial director of its real estate group. Mr. Ullman received an A.B. from Harvard University, an M.B.A. from the Columbia University Graduate School of Business and a J.D. from the Columbia University School of Law where he was a Harlan Fiske Stone Scholar. He also served in the U.S. Marine Corps. He has lectured and written books, monographs and articles on investment in U.S. real estate, and is a former adjunct professor of business at the NYU Graduate School of Business. Mr. Ullman serves on the boards of several charities, is a member of the Development Committee of the U.S. Holocaust Memorial Museum, and has received several awards for community service.

James J. Burns, a director since 2001 and a member of the Audit (Chair), Compensation and Nominating/Corporate Governance committees, was chief financial officer and senior vice president of Reis, Inc. (formerly Wellsford Real Properties, Inc.) from December 2000 until March 2006, and vice chairman from April 2006 until March 2009, when he entered into a consulting role at that company (where he continues to have the primary responsibility for income tax reporting and compliance). He joined Reis in October 1999 as chief accounting officer upon his retirement from Ernst & Young LLP in September 1999. At Ernst & Young LLP, Mr. Burns was a senior audit partner in the E&Y Kenneth Leventhal Real Estate Group for 22 years. Since 2000, Mr. Burns has also served as a director of One Liberty Properties, Inc., a real estate investment trust listed on the New York Stock Exchange. Mr. Burns is a certified public accountant and a member of the American Institute of Certified Public Accountants. Mr. Burns received a B.A. and M.B.A. from Baruch College of the City University of New York.

Raghunath Davloor, a director since October 2009, has been, from February 2008 to the present, Senior Vice President and Chief Financial Officer of RioCan Real Estate Investment Trust, Canada’s largest real estate investment trust. RioCan, headquartered in Toronto, Ontario, is involved in the ownership, development, management, leasing, acquisition and redevelopment of retail properties across Canada. RioCan, through a subsidiary, owns an investment in the Company, and is a partner with the Company in several joint venture properties in the U.S. From January 2006 until February 2008, Mr. Davloor was Vice-President and Director of Investment Banking at TD Securities, covering the real estate sector. For ten years prior thereto, he was with O&Y Properties Corporation and O&Y REIT in a number of progressive positions, ultimately becoming Chief Financial Officer. Prior to joining O&Y, Mr. Davloor was a Senior Tax Manager at Arthur Andersen in the real estate advisory services group, specializing in real estate and international taxation. He is a chartered accountant and a member of the Institute of Chartered Accountants of Ontario. Mr. Davloor holds a Bachelor of Commerce degree from the University of Manitoba.

Richard Homburg, a director since 1999, and chairman from November 1999 to August 2000, was born and educated in the Netherlands. Mr. Homburg is chairman and CEO of Homburg Invest Inc. and president of Homburg Invest USA Inc. (a wholly-owned subsidiary of Homburg Invest Inc., a publicly-traded Canadian corporation listed on the Toronto and Euronext Amsterdam Stock Exchanges). Mr. Homburg was the president and CEO of Uni-Invest N.V., a publicly-listed Netherlands real estate fund, from 1991 until 2000. In 2002, an investment group purchased 100% of the shares of Uni-Invest N.V., taking it private, at which time it was one of the largest real estate funds in the Netherlands with assets of approximately $2.5 billion. In addition to his varied business interests, Mr. Homburg has served on many boards. He is a past director of Evangeline Trust, the Urban Development Institute of Canada, and the World Trade Center in Eindhoven, the Netherlands, and was co-founder, past president and director of the Investment Property Owners Association of Nova Scotia. He is a director of the Fathers of Confederation Building Trust as well as director or advisory board member of other large charitable organizations. In 2004 he was named Entrepreneur of the Year for the Atlantic Provinces by Ernst & Young LLP. Mr. Homburg holds an honorary Doctorate in Commerce from St. Mary’s University in Halifax, Nova Scotia, and an honorary Doctorate in Law from the University of Prince Edward Island.

Pamela N. Hootkin, a director since June 2008 and a member of the Audit and Compensation committees, has been senior vice president, treasurer and director of investor relations at Phillips-Van Heusen Corporation since June 2007. She joined Phillips-Van Heusen in 1988 as vice president, treasurer and corporate secretary and in 1999 became vice president, treasurer and director of investor relations. From 1986 to 1988, Ms. Hootkin was vice president and chief financial officer of Yves Saint Laurent Parfums, Inc. From 1975 to 1986, she was employed by Squibb Corporation in various capacities, with her last position being vice president and treasurer of a division of Squibb. Ms. Hootkin is a board member of Safe Horizon, New York (a not-for-profit organization) where she also serves on the executive and finance committees. Ms. Hootkin received a B.A. from the State University of New York at Binghamton and a M.A. from Boston University.

Paul G. Kirk, Jr.,was a director from 2005 to September 2009, when he resigned as the result of his appointment as a United States Senator for Massachusetts to the seat previously held by the late Senator Edward M. Kennedy, and was re-elected to the Board in June 2010. Mr. Kirk is a member of the Nominating/Corporate Governance (Chair) committee and the Lead Director (as among the independent directors) and is a retired partner of the law firm of Sullivan & Worcester, LLP of Boston, MA. He was a member of the firm from 1977 through 1990. He also serves as Chairman and CEO of Kirk & Associates, Inc., a business advisory and consulting firm. Mr. Kirk currently serves on the Board of Directors of the Hartford Financial Services Group, Inc., Rayonier, Incorporated (a real estate investment trust listed on the New York Stock Exchange) and the Advisory Board of Bloomberg Government. He has previously served on the Boards of Directors of ITT Corporation (1989-1997) and of Bradley Real Estate, Inc. (1991-2000), a real estate investment trust that was subsequently acquired by Heritage Property Investment Trust, Inc. Mr. Kirk was a founding Director of the John F. Kennedy Library Foundation and served as its Chairman from 1992 to 2009. He was a founding Director of the Commission on Presidential Debates and served as its Co-Chairman from 1987 to 2009. From 1985 to 1989, Mr. Kirk served as Chairman of the Democratic Party of the U.S., and from 1983-1985 as its Treasurer. A graduate of Harvard College and Harvard Law School, Mr. Kirk is past-Chairman of the Harvard Board of Overseers’ Nominating Committee and of the Harvard Board of Overseers’ Committee to Visit the Department of Athletics. He has received many awards for civic leadership and public service, including honorary doctors of law degrees from Stonehill College and the Southern New England School of Law.

Everett B. Miller, III, a director since 1998 and a member of the Audit and Compensation committees, is vice president of alternative investments at the YMCA Retirement Fund. In March 2003, Mr. Miller was appointed to the Real Estate Advisory Committee of the New York State Common Retirement Fund. Prior to his retirement in May 2002 from Commonfund Realty, Inc., a registered investment advisor, Mr. Miller was the chief operating officer of that company from 1997 until May 2002. From January 1995 through March 1997, Mr. Miller was the Principal Investment Officer for Real Estate and Alternative Investment at the Office of the Treasurer of the State of Connecticut. Prior thereto, Mr. Miller was employed for eighteen years at affiliates of Travelers Realty Investment Co., at which his last position was senior vice president. Mr. Miller received a B.S. from Yale University.

Roger M. Widmann, a director since October 2003 and a member of the Compensation (Chair) and Nominating/Corporate Governance committees, is an investment banker. He was a principal of the investment banking firm of Tanner & Co., Inc. from 1997 to 2004. From 1986 to 1995, Mr. Widmann was a senior managing director of Chemical Securities, Inc., a subsidiary of Chemical Banking Corporation (now JPMorgan Chase Corporation). Prior to joining Chemical Securities, Inc., Mr. Widmann was a founder and managing director of First Reserve Corporation, the largest independent energy investing firm in the U.S. Previously, he was senior vice president with the investment banking firm of Donaldson, Lufkin & Jenrette, responsible for the firm’s domestic and international investment banking business. He had also been a vice president with New Court Securities (now Rothschild, Inc.). He was a director of Lydall, Inc. (listed on the New York Stock Exchange), a manufacturer of thermal, acoustical and filtration materials, from 1974 to 2004, and its chairman from 1998 to 2004. He is a director of Standard Motor Products, Inc. (listed on the New York Stock Exchange), a manufacturer of automobile replacement parts, and GigaBeam Corporation, a manufacturer of “last mile” wireless transmission systems. Mr. Widmann is Chairman of Keystone National Group, a fund of private equity funds, and is Chairman and CEO of Cutwater Associates LLC, a corporate advisory firm. He is also a senior moderator of the Aspen Seminar at The Aspen Institute, and is a board member of the March of Dimes of Greater New York and Vice Chairman of Oxfam America. Mr. Widmann received an A.B. from Brown University and a J.D. from the Columbia University School of Law.

Lawrence E. Kreider, Jr. joined the Company in June 2007 as Chief Financial Officer and has direct responsibility for all financial aspects of the Company’s operations. Prior to joining the Company, Mr. Kreider was Senior Vice President, Chief Financial Officer, Chief Information Officer and Chief Accounting Officer for Affordable Residential Communities, now named Hilltop Holdings Inc., for substantial periods of time from 2001 to 2007. From 1999 to 2001, Mr. Kreider was Senior Vice President of Finance for Warnaco Group Inc. and, in 2000 and 2001, President of Warnaco Europe. From 1986 to 1999, Mr. Kreider served in several senior finance positions, including Senior Vice President, Controller and Chief Accounting Officer, with Revlon, Inc. and MacAndrews & Forbes Holdings. Prior to 1986, he served in senior finance positions with Zale Corporation, Johnson Matthew Jewelry Corporation and Refinement International Company. Mr. Kreider began his career with Coopers & Lybrand, now PricewaterhouseCoopers. Mr. Kreider holds a B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business.

Nancy H. Mozzachio joined the Company in 2003 as Vice President- Leasing and has been involved in the shopping center industry for more than 23 years. Prior to joining the Company, Ms. Mozzachio served as Vice President of Leasing and Development for American Continental Properties Group from 1988 to 2003 where she assisted in bringing the first Wal-Mart store to the State of New Jersey. From 1986 to 1988, Ms. Mozzachio was a leasing and development manager for Kode Development Group of Philadelphia, an active developer of supermarket-anchored shopping centers in the Pennsylvania and New Jersey region. Ms. Mozzachio served on several Planning Boards in New Jersey and is a current member of Commercial Real Estate Women (CREW), Urban Land Institute and Retail Network, as well as an active member of the International Council of Shopping Centers and Zell-Lurie Real Estate program at The University of Pennsylvania-Wharton School. Ms. Mozzachio received a B.A. from Rutgers University.

Thomas B. Richey joined the Company in 1998 as Vice President of Development and Construction Services, and was elected President of the Development and Construction Division in 2009. Mr. Richey has been involved in the commercial real estate business for more than 30 years. He served as a City Planner & Economic Development Director for the City of Williamsport, PA, from 1980 through 1983. From 1983 to 1986, he was a Project Manager for Lundy Construction Company, a large commercial and industrial general contracting company, and Director of Acquisitions & Construction for Shawnee Management, Inc., a major hotel management company. From 1988 to 1996, Mr. Richey was a principal in two real estate companies specializing in the acquisition, development, redevelopment, and operations of hotels and commercial office buildings. From 1996 to 1998, he worked for Grove Associates, Inc., a Harrisburg, PA, area survey and engineering company, where he specialized in the land development plan approval process. Mr. Richey has served as an Economic Development consultant to the National Main Street Center, part of the National Trust for Historic Preservation, a past Board Member of a regional YMCA, and presently serves as a member of the Board of Trustees of the Harrisburg Area Community College and as a member of the Board of Directors of WITF, Inc., a public radio and television station. He is also an active member of the International Council of Shopping Centers (ICSC) and the Urban Land Institute. Mr. Richey received a B.A from Lycoming College.

Brenda J. Walker has been a vice president of the Company since 1998, was elected Chief Operating Office in 2009, was a director from 1998 until June 2008, and was treasurer from April 1998 until November 1999. She was an executive officer since 1992 of the real estate management companies, and their respective predecessors and affiliates, which were merged into the Company in 2003. Ms. Walker has been involved in real estate-related finance, property and asset management for more than thirty-five years. Ms. Walker received a B.A. from Lincoln University, Pennsylvania.

Stuart H. Widowski has been secretary and general counsel of the Company since 1998. He was in private practice for seven years, including five years with the New York law firm of Reid & Priest. From 1991 through 1996, Mr. Widowski served in the legal department of the Federal Deposit Insurance Corporation. Mr. Widowski received a B.A. from Brandeis University and a J.D. from the University of Michigan.

Part II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Dividend Information

A corporation electing REIT status is required to distribute at least 90% of its “REIT taxable income”, as defined in the Code, to continue qualification as a REIT. The Company paid dividends totaling $0.36 per share during 2010, of which the Company declared a dividend of $0.09 per share to shareholders of record at December 31, 2009, which was paid on January 20, 2010. While the Company intends to continue paying regular quarterly dividends, future dividend declarations will continue to be at the discretion of the Board of Directors, and will depend on the cash flow and financial condition of the Company, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem relevant.

Market Information

The Company had 66,520,036 shares of common stock outstanding held by approximately 700 shareholders of record at December 31, 2010. The Company believes it has more than 6,000 beneficial holders of its common stock. The Company’s shares trade on the NYSE under the symbol “CDR”. The following table sets forth, for each quarter for the last two years, (i) the high, low, and closing prices of the Company’s common stock, and (ii) dividends paid:

		Market price range												Dividends
Quarter ended		High				Low				Close				paid
2010
March 31		$	8.20			$	6.26			$	7.91			$	—	(a)
June 30			8.39				5.85				6.02				0.0900
September 30			6.67				4.91				6.08				0.0900
December 31			6.81				5.81				6.29				0.0900
2009
March 31		$	7.47			$	1.68			$	1.74			$	0.1125
June 30			5.45				1.96				4.52				—
September 30			6.72				4.10				6.45				—
December 31			6.85				5.64				6.80				0.0900	(a)

Stockholder Return Performance Presentation

The following line graph sets forth for the period January 1, 2006 through December 31, 2010 a comparison of the percentage change in the cumulative total stockholder return on the Company’s common stock compared to the cumulative total return of the Russell 2000 index and the National Association of Real Estate Investment Trusts Equity REIT Total Return Index.

The graph assumes that the shares of the Company’s common stock were bought at the price of $100 per share and that the value of the investment in each of the Company’s common stock and the indices was $100 at the beginning of the period. The graph further assumes the reinvestment of dividends when paid.

						Period Ending
Index		01/01/06				12/31/06				12/31/07				12/31/08				12/31/09				12/31/10
Cedar Shopping Centers, Inc.			100.00				120.01				82.26				61.81				61.14				58.94
Russell 2000			100.00				118.37				116.51				77.15				98.11				124.46
NAREIT All Equity REIT Index			100.00				135.06				113.87				70.91				90.76				116.12

Item 6. Selected Financial Data (a)

		Years ended December 31,
		2010				2009				2008				2007				2006
Operations data:
Total revenues		$	157,164,000			$	168,341,000			$	156,214,000			$	138,095,000			$	112,809,000
Expenses:
Property operating expenses			51,307,000				48,949,000				42,879,000				35,785,000				31,008,000
General and administrative			9,537,000				10,166,000				8,586,000				9,041,000				6,086,000
Impairments			2,493,000				23,636,000				—				—				—
Acquisition transaction costs and terminated projects, net			4,253,000				4,367,000				855,000				—				—
Depreciation and amortization			42,278,000				50,148,000				44,862,000				37,479,000				30,495,000
Total expenses			109,868,000				137,266,000				97,182,000				82,305,000				67,589,000
Operating income			47,296,000				31,075,000				59,032,000				55,790,000				45,220,000
Non-operating income and expense:
Interest expense and amortization/write-off of deferred financing costs			(52,254,000	)			(47,664,000	)			(43,021,000	)			(36,543,000	)			(32,500,000	)
Equity in income of unconsolidated joint ventures			484,000				1,098,000				956,000				634,000				70,000
Gain on sales of real estate			—				521,000				—				—				141,000
Interest income			38,000				63,000				284,000				788,000				641,000
Total non-operating income and expense			(51,732,000	)			(45,982,000	)			(41,781,000	)			(35,121,000	)			(31,648,000	)
(Loss) income before discontinued operations			(4,436,000	)			(14,907,000	)			17,251,000				20,669,000				13,572,000
(Loss) income from discontinued operations			(39,918,000	)			(2,661,000	)			3,547,000				3,198,000				3,274,000
Gain on sales of discontinued operations			170,000				557,000				—				—				—
Net (loss) income			(44,184,000	)			(17,011,000	)			20,798,000				23,867,000				16,846,000
Less, net loss (income) attributable to noncontrolling interests Minority interests in consolidated joint ventures			1,613,000				(772,000	)			(2,157,000	)			(1,415,000	)			(1,202,000	)
Limited partners’ interest in Operating Partnership			1,282,000				912,000				(468,000	)			(627,000	)			(389,000	)
Net (loss) income attributable to Cedar Shopping Centers, Inc.			(41,289,000	)			(16,871,000	)			18,173,000				21,825,000				15,255,000
Preferred distribution requirements			(10,196,000	)			(7,876,000	)			(7,877,000	)			(7,877,000	)			(7,877,000	)
Net (loss) income attributable to common shareholders		$	(51,485,000	)		$	(24,747,000	)		$	10,296,000			$	13,948,000			$	7,378,000
Per common share (basic and diluted) attributable to common shareholders:
Continuing operations		$	(0.20	)		$	(0.49	)		$	0.15			$	0.24			$	0.13
Discontinued operations		$	(0.61	)			(0.05	)			0.08			$	0.08				0.09
		$	(0.81	)		$	(0.54	)		$	0.23			$	0.32			$	0.22
Amounts attributable to Cedar Shopping Centers, Inc. common shareholders,net of limited partners’ interest
(Loss) income from continuing operations		$	(12,834,000	)		$	(22,731,000	)		$	6,903,000			$	10,888,000			$	4,268,000
(Loss) income from discontinued operations			(38,651,000	)			(2,016,000	)			3,393,000				3,060,000				3,110,000
Net (loss) income		$	(51,485,000	)		$	(24,747,000	)		$	10,296,000			$	13,948,000			$	7,378,000
Dividends to common shareholders		$	17,749,000			$	9,742,000			$	40,027,000			$	39,775,000			$	29,333,000
Per common share		$	0.2700			$	0.2025			$	0.9000			$	0.9000			$	0.9000
Weighted average number of common shares outstanding:
Basic			63,843,000				46,234,000				44,475,000				44,193,000				32,926,000
Diluted			63,862,000				46,234,000				44,475,000				44,197,000				33,055,000

Item 6. Selected Financial Data (a) (continued)

		Years ended December 31,
		2010				2009				2008				2007				2006
Balance sheet data:
Real estate, net		$	1,401,849,000			$	1,404,494,000			$	1,308,047,000			$	1,201,179,000			$	899,534,000
Real estate to be transferred to a joint venture			—				139,743,000				194,952,000				165,277,000				166,639,000
Real estate held for sale — discontinued operations			69,959,000				127,849,000				149,428,000				142,963,000				120,466,000
Investment in unconsolidated joint ventures			52,466,000				14,113,000				4,976,000				3,757,000				3,644,000
Other assets			98,213,000				98,919,000				77,625,000				89,919,000				64,879,000
Total assets		$	1,622,487,000			$	1,785,118,000			$	1,735,028,000			$	1,603,095,000			$	1,255,162,000
Mortgages and loans payable		$	807,327,000			$	912,596,000			$	879,492,000			$	723,515,000			$	439,102,000
Mortgage loans payable — real estate to be transferred to a joint venture			—				94,018,000				77,307,000				70,458,000				70,599,000
Mortgage loans payable — discontinued operations			32,786,000				45,833,000				56,674,000				57,541,000				58,372,000
Other liabilities			76,850,000				106,269,000				116,361,000				105,654,000				74,206,000
Total liabilities			916,963,000				1,158,716,000				1,129,834,000				957,168,000				642,279,000
Limited partners’ interest in Operating Partnership			7,053,000				12,638,000				14,257,000				15,570,000				19,608,000
Equity:
Cedar Shopping Centers, Inc. shareholders’ equity			630,066,000				538,456,000				523,521,000				557,849,000				574,311,000
Noncontrolling interests			68,405,000				75,308,000				67,416,000				72,508,000				18,964,000
Total equity			698,471,000				613,764,000				590,937,000				630,357,000				593,275,000
Total liabilities and equity		$	1,622,487,000			$	1,785,118,000			$	1,735,028,000			$	1,603,095,000			$	1,255,162,000
Weighted average number of common shares:
Shares used in determination of basic earnings per share			63,843,000				46,234,000				44,475,000				44,193,000				32,926,000
Additional shares assuming conversion of OP Units (basic)			1,814,000				2,014,000				2,024,000				1,985,000				1,737,000
Shares used in determination of basic FFO per share			65,657,000				48,248,000				46,499,000				46,178,000				34,663,000
Shares used in determination of diluted earnings per share			63,862,000				46,234,000				44,475,000				44,197,000				33,055,000
Additional shares assuming conversion of OP Units (diluted)			1,814,000				2,014,000				2,024,000				1,990,000				1,747,000
Shares used in determination of diluted FFO per share			65,676,000				48,248,000				46,499,000				46,187,000				34,802,000
Other data:
Funds (Used in) From Operations (“FFO”) (b)		$	(10,316,000	)		$	24,581,000			$	56,859,000			$	56,190,000			$	41,954,000
Per common share (assuming conversion of OP Units) (basic and diluted):		$	(0.16	)		$	0.51			$	1.22			$	1.22			$	1.21
Cash flows provided by (used in):
Operating activities		$	41,702,000			$	51,942,000			$	60,815,000			$	53,503,000			$	40,858,000
Investing activities		$	(29,834,000	)		$	(70,026,000	)		$	(151,390,000	)		$	(192,432,000	)		$	(190,105,000	)
Financing activities		$	(14,866,000	)		$	27,017,000			$	75,517,000			$	143,735,000			$	158,011,000
Square feet of GLA			14,535,000				11,789,000				10,991,000				10,898,000				9,107,000
Percent leased (including development/redevelopment and other non-stabilized properties)			93	%			92	%			93	%			94	%			92	%
Average annualized base rent per leased square foot		$	12.07			$	11.66			$	11.11			$	10.81			$	10.47

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company’s consolidated financial statements and related notes thereto included elsewhere in this report.

Executive Summary

The Company is a fully-integrated real estate investment trust which focuses primarily on ownership, operation, development and redevelopment of supermarket-anchored shopping centers predominantly in mid-Atlantic and Northeast coastal states. At December 31, 2010, the Company owned and managed (both wholly-owned and in joint venture) a portfolio of 115 operating properties totaling approximately 14.5 million square feet of GLA, including 72 wholly-owned properties comprising approximately 7.4 million square feet, 12 properties owned in joint venture (consolidated) comprising approximately 1.4 million square feet, 21 properties in a managed joint venture (unconsolidated) comprising approximately 3.5 million square feet, six redevelopment properties comprising approximately 1.5 million sq. ft. and four ground-up development properties comprising approximately 0.7 million square feet. Excluding the four ground-up development properties, the 111 property portfolio was approximately 92.5% leased at December 31, 2010. The Company also owned approximately 148 acres of land parcels, a significant portion of which is under development. In addition, the Company has a 76.3% interest in another unconsolidated joint venture, which it does not manage, which owns a single-tenant office property in Philadelphia, Pennsylvania.

The Company, organized as a Maryland corporation, has established an umbrella partnership structure through the contribution of substantially all of its assets to the Operating Partnership, organized as a limited partnership under the laws of Delaware. The Company conducts substantially all of its business through the Operating Partnership. At December 31, 2010, the Company owned 97.9% of the Operating Partnership and is its sole general partner. The approximately 1,415,000 OP Units are economically equivalent to the Company’s common stock and are convertible into the Company’s common stock at the option of the holders on a one-to-one basis.

The Company derives substantially all of its revenues from rents and operating expense reimbursements received pursuant to long-term leases. The Company’s operating results therefore depend on the ability of its tenants to make the payments required by the terms of their leases. The Company focuses its investment activities on supermarket-anchored community shopping centers. The Company believes that, because of the need of consumers to purchase food and other staple goods and services generally available at such centers, its type of “necessities-based” properties should provide relatively stable revenue flows even during difficult economic times.

In connection with the transactions with RioCan, the Company has acquired, and will continue to seek to acquire, primarily stabilized supermarket-anchored properties in its primary market areas in a joint venture owned 20% by the Company. The Company has historically sought opportunities to acquire stabilized properties as well as properties suited for development, where it can utilize its experience in shopping center construction, renovation, expansion, re-leasing and re-merchandising to achieve long-term cash flow growth and favorable investment returns.

Significant Transactions

RioCan

The Company and RioCan entered into an 80% (RioCan) and 20% (Cedar) joint venture in October 2009 (i) initially for the purchase of seven supermarket-anchored properties previously owned by the Company, and (ii) then to acquire additional primarily supermarket-anchored properties in the Company’s primary market areas, in the same joint venture format. The Company transferred the initial seven properties into the joint venture at various times from December 2009 through May 2010 generating approximately $63.1 million of net proceeds and the transfer of approximately $94 million of fixed-rate mortgages. In addition, in April 2010, RioCan exercised its warrant to purchase 1,428,570 shares of the Company’s common stock, and the Company received proceeds of $10.0 million. Net proceeds from the property transfers and the exercise of the warrants were used to repay/reduce the outstanding balances under the Company’s secured revolving credit facilities.

The following table summarizes information relating to the Cedar/RioCan joint venture properties as of December 31, 2010:

				Date of										Transfer
				transfer										or				Mortgage
				or										purchase				Loans				Int.
Property Description		State		acquisition						GLA				price				Payable (b)				rate
Blue Mountain Commons		PA			12/10/2009			(a)			121,145			$	32,150,000			$	17,500,000				5.0	%
Columbus Crossing		PA			2/23/2010			(a)			142,166				24,538,000				16,880,000				6.8	%
Creekview Plaza		PA			9/29/2010						136,423				26,240,000				14,432,000				4.8	%
Cross Keys Place		NJ			10/13/2010						148,173				26,336,000				14,600,000				5.1	%
Exeter Commons		PA			8/3/2010						361,321				53,000,000				30,000,000				5.3	%
Franklin Village Plaza		MA			2/4/2010			(a)			304,277				54,656,000				43,500,000				4.8	%
Gettysburg Marketplace		PA			10/21/2010						82,784				19,850,000				10,918,000				5.0	%
Loyal Plaza		PA			5/26/2010			(a)			293,825				26,950,000				12,615,000				7.2	%
Marlboro Crossroads		MD			10/21/2010						67,975				12,500,000				6,875,000				5.1	%
Monroe Marketplace		PA			9/29/2010						328,013				41,990,000				23,095,000				4.8	%
Montville Commons		CT			9/29/2010			(c)			117,916				18,900,000				—				—
New River Valley		VA			9/29/2010						164,663				27,970,000				15,163,000				4.8	%
Northland Center		PA			10/21/2010						108,260				10,248,000				6,298,000				5.0	%
Pitney Road Plaza		PA			9/29/2010						45,915				11,060,000				6,083,000				4.8	%
Shaw’s Plaza		MA			4/27/2010			(a)			176,609				20,363,000				14,200,000				6.0	%
Stop & Shop Plaza		CT			4/27/2010			(a)			54,510				8,974,000				7,000,000				6.2	%
Sunset Crossing		PA			12/10/2009			(a)			74,142				9,850,000				4,500,000				5.0	%
Sunrise Plaza		NJ			9/29/2010						248,160				26,460,000				13,728,000				4.8	%
Town Square Plaza		PA			1/26/2010						127,636				18,854,000				11,000,000				5.0	%
Towne Crossings		VA			10/21/2010						111,016				19,000,000				10,450,000				5.0	%
York Marketplace		PA			10/21/2010						305,410				29,200,000				16,060,000				5.0	%
											3,520,339			$	519,089,000			$	294,897,000

In connection with the formation of the joint venture and the agreement to transfer the seven properties which were reclassified to “held for sale”, the Company recorded impairment charges of $2.5 million and $23.6 million in 2010 and 2009, respectively. Such charges were based on a comparison of the arms-length negotiated transfer amounts set forth in the contract with the carrying values of the properties transferred.

In connection with the Cedar/RioCan joint venture transactions, the Company, in 2010, earned approximately $3.6 million in fees from the joint venture, representing accounting fees, management fees, acquisition fees and financing fees. Such fees are included in other revenue in the accompanying statements of operations. In addition, the Company paid fees to its investment advisor of approximately $2.7 million, which are included in transaction costs in the accompanying statements of operations.

Discontinued Operations

During 2010 and 2009, the Company sold, or has treated as “held for sale”, 28 of its properties (including a number of drug store/convenience centers). The carrying values of the assets and liabilities of these properties, principally the net book values of the real estate and the related mortgage loans payable, have been reclassified as “held for sale” on the Company’s consolidated balance sheets at December 31, 2010 and 2009, if applicable. In addition, the properties’ results of operations have been classified as “discontinued operations” for all periods presented.

The following table summarizes information relating to the Company’s properties which were sold, or treated as “held for sale”, during 2010 and 2009:

																Mortgage loans payable
								Property carrying value								Maturity				Int.				Financial statement carrying value
Property Description		State		GLA				Dec. 31, 2010				Dec. 31, 2009				date				rate				Dec. 31, 2010				Dec. 31, 2009
Centerville Discount Drug Mart Plaza		OH			49,494			$	2,481,000			$	5,955,000			May 2015					5.2	%		$	2,743,000			$	2,794,000
Clyde Discount Drug Mart Plaza		OH			34,592				2,287,000				3,533,000			May 2015					5.2	%			1,903,000				1,939,000
Columbia Mall		PA			348,574				10,774,000				19,437,000				—				—				—				—
Enon Discount Drug Mart Plaza		OH			42,876				4,598,000				5,224,000				—				—				—				—
Fairfield Plaza		CT			72,279				10,150,000				10,463,000			July 2015					5.0	%			5,009,000				5,106,000
FirstMerit Bank at Cuyahoga Falls		OH			18,300				569,000				1,415,000				—				—				—				—
Gahanna Discount Drug Mart Plaza		OH			48,992				7,103,000				7,879,000			Nov 2016					5.8	%			4,924,000				4,998,000
Grove City Discount Drug Mart Plaza		OH			40,848				2,911,000				5,897,000				—				—				—				—
Hilliard Discount Drug Mart Plaza		OH			40,988				2,627,000				5,968,000				—				—				—				—
Hills & Dales Discount Drug Mart Plaza		OH			33,553				3,263,000				3,640,000				—				—				—				—
Lodi Discount Drug Mart Plaza		OH			38,576				2,550,000				3,668,000			May 2015					5.2	%			2,319,000				2,363,000
Mason Discount Drug Mart Plaza		OH			52,896				4,499,000				8,832,000				—				—				—				—
Ontario Discount Drug Mart Plaza		OH			38,623				2,534,000				3,962,000			May 2015					5.2	%			2,141,000				2,181,000
Pickerington Discount Drug Mart Plaza		OH			47,810				3,532,000				6,379,000			Jul 2015					5.0	%			4,072,000				4,150,000
Polaris Discount Drug Mart Plaza		OH			50,283				4,640,000				6,041,000			May 2015					5.2	%			4,369,000				4,451,000
Shelby Discount Drug Mart Plaza		OH			36,596				1,925,000				3,469,000			May 2015					5.2	%			2,141,000				2,181,000
Westlake Discount Drug Mart Plaza		OH			55,775				1,667,000				4,707,000			Dec 2016					5.6	%			3,165,000				3,215,000
Carrolton Discount Drug Mart Plaza		OH			40,480				—				3,254,000			Dec 2016					5.6	%			—				2,343,000
CVS Westfield (a)		NY			10,125				—				—				—				—				—				—
Dover Discount Drug Mart Plaza (a)		OH			38,409				—				—				—				—				—				—
Family Dollar at Zanesville		OH			6,900				—				368,000				—				—				—				—
Gabriel Brothers Plaza (a)		OH			83,740				—				—				—				—				—				—
Hudson Discount Drug Mart Plaza (a)		OH			32,259				—				—				—				—				—				—
Long Reach Village		MD			104,922				—				9,414,000			Mar 2014					5.7	%			—				4,690,000
McDonalds/Waffle House at Medina (a)		OH			6,000				—				—				—				—				—				—
Pondside Plaza		NY			19,340				—				1,471,000			May 2015					5.6	%			—				1,157,000
Powell Discount Drug Mart Plaza		OH			49,772				—				5,024,000			May 2015					5.2	%			—				4,265,000
Staples at Oswego (a)		NY			23,884				—				—				—				—				—				—
					1,466,886				68,110,000				126,000,000												32,786,000				45,833,000
Development Land Parcel		PA			—				1,849,000				1,849,000				—				—				—				—
					1,466,886			$	69,959,000			$	127,849,000											$	32,786,000			$	45,833,000