8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported):  May 5, 2005

Cedar Shopping Centers, Inc.
(Exact name of registrant as specified in its charter)

Maryland	0-14510	42-1241468
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
44 South Bayles Avenue Port Washington, NY		11050
(Address of principal executive offices)		(Zip Code)

(516) 767-6492

(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Items 2.02 and 7.01.          Results of Operations and Financial Condition, and Regulation FD.

          The information in this Current Report on Form 8-K is furnished under Item 2.02 – “Results of Operations and Financial Condition.” This information, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

          On May 5, 2005, Cedar Shopping Centers, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2005.  That press release also referred to certain supplemental financial information that is available on the Company’s website.  The text of the press release and the supplemental financial information are attached hereto as Exhibits 99.1 and 99.2, respectively.

Item 9.01.          Financial Statements and Exhibits.

(c) Exhibits.

99.1      Press release dated May 5, 2005.

99.2      Cedar Shopping Centers, Inc. Supplemental Financial Information for the quarter ended March 31, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

CEDAR SHOPPING CENTERS, INC.

/s/ THOMAS J. O’KEEFFE

Thomas J. O’Keeffe

Chief Financial Officer

(Principal financial officer)

Dated: May 5, 2005

EX-99

Exhibit 99.1

CEDAR SHOPPING CENTERS, INC.

44 South Bayles Avenue

Port Washington, New York 11050

Contact:	Leo S. Ullman
	President
	(516) 767-6492

FOR IMMEDIATE RELEASE:

CEDAR SHOPPING CENTERS, INC. ANNOUNCES FIRST QUARTER RESULTS

Port Washington, New York – May 5, 2005 – Cedar Shopping Centers, Inc., (NYSE: “CDR”) (the “Company”), today reported net income for the quarter ended March 31, 2005 of $2,618,000 compared to $1,343,000 for the same period last year. Net income applicable to common shareholders for the quarter ended March 31, 2005 was $1,354,000, or $0.07 per share, compared to $1,343,000, or $0.08 per share, for the same period last year.  The average number of shares of common stock outstanding during the first quarter of 2005 was 19,351,000 compared to 16,456,000 during the corresponding quarter of 2004.

Highlights

• Funds from operations (“FFO”) for the first quarter of 2005 increased by 44.6% to $4.87 million ($0.25 per share/OP Unit), from $3.37 million ($0.20 per share/OP Unit) for the corresponding quarter of 2004. The average number of shares of common stock/OP Units outstanding during the first quarter of 2005 was 19,805,000 compared to 16,895,000 during the corresponding quarter of 2004.

• Total revenues for the first quarter of 2005 were $16.53 million as compared to $11.28 million for the first quarter of 2004, an increase of 46.6%.

• Net cash flows provided by operating activities increased to $1.81 million for the three months ended March 31, 2005, compared with $1.65 million for the corresponding period of 2004.

• The Company’s redevelopment projects are proceeding generally on time and within budget.  The largest of these projects is the +/-500,000 sq. ft. Camp Hill Shopping Center in Camp Hill, Pennsylvania, where Phase I, the in-line retail portion, has been substantially completed, and Phase II, completion of a 91,000 sq. ft. Giant supermarket replacing a vacant Montgomery Ward store, plus construction of a new 40,000 sq. ft. fully-leased medical office building, is expected to come “on stream” and contribute meaningfully to FFO commencing in the latter half of 2005.  Phase III, consisting of a fitness facility of 41,000-46,000 sq. ft. plus ancillary retail, is expected to be completed in mid-2006.  Other redevelopment projects include, the Golden Triangle Shopping Center in Lancaster, Pennsylvania, Hamburg Commons in Hamburg, Pennsylvania, and the Carbondale Shopping Center in Carbondale, Pennsylvania, all of which involve current re-leasing and redevelopment of a former Ames store and other vacancies.  Other redevelopment projects involve Halifax, Newport, Huntingdon and Lake Raystown, Pennsylvania. In addition, the Company is developing a new Giant supermarket-anchored center in Hanover Township, near Hershey, Pennsylvania, which is expected to be completed with tenants in occupancy by year-end.

• Occupancy for the portfolio as of March 31, 2005, including the various redevelopment properties, was approximately 88%; excluding the redevelopment properties, the occupancy level was approximately 97%.

• The Company has approximately 314,000 sq. ft. of signed leases at March 31, 2005 for tenants who are not yet in occupancy, representing approximately $4.2 million in annualized base rents commencing at various dates throughout the next 15 months.

• The Company is currently paying dividends at the annual rate of $0.90 per share of common stock, which amounts are expected to be fully covered by FFO.

• The Company’s total assets as of March 31, 2005 were $551 million compared to $537 million as of December 31, 2004.

• Fixed-rate mortgages as of March 31, 2005 were $161 million; variable-rate mortgages, including draw downs under the Company’s revolving credit facility, were $106 million, and total debt was $267 million, or 48.5% of the Company’s assets. The Company’s pro-rata share of total debt was 40.2% of its total market capitalization.

• The Company issued 1,200,000 additional shares of its 8-7/8% Series A Cumulative Redeemable Preferred Stock and 2,990,000 shares of its Common Stock in April 2005.  The aggregate proceeds of approximately $70 million were used to repay amounts outstanding on the Company’s revolving credit facility.  Based on the closing stock prices for the Preferred and Common Stock at the date of the offerings, the ratio of total debt to assets would have been 35.8% and the ration of pro-rata debt to total market capitalization would have been 28.1%.

• The Company has issued “Supplemental Financial Information” for the period ended March 31, 2005, and has filed such information today as an exhibit to its Form 8-K, which will also be available on the Company’s website at http://www.cedarshoppingcenters.com.

Acquisitions Subsequent to March 31, 2005

On April 25, 2005, the Company closed on purchases of 21 properties included in a portfolio of primarily drug store-anchored properties in Ohio, Pennsylvania and New York.  The aggregate consideration for the properties, excluding closing costs, was approximately $67.9 million, consisting of (i) approximately $27.6 million of new first mortgage financings at a weighted average interest rate of approximately 5.2%, fixed for a 10-year term; (ii) the assumption of approximately $8.4 million of existing financing at a weighted average interest rate of 7.4%, (iii) approximately $13.8 million in newly issued Operating Partnership Units (convertible into common stock of the Company); and (iv) approximately $18.1 million drawn from the Company’s revolving credit facility.

Portfolio

The Company, as of this date, has a portfolio of 54 properties, mostly supermarket-anchored community shopping centers as well as drug store-anchored convenience centers, located in seven states, with approximately 5.6 million square feet of GLA. The Company expects to conclude additional acquisitions during the balance of the year.

New Leases

Annual base rents, excluding tenant reimbursements, for leases that have been signed and for which the tenants have not yet occupied their premises at properties owned at March 31, 2005, presently amount to approximately $4.2 million.  Revenues from these leases are expected to commence on the following schedule:

Quarter ending	Annualized base rent
June 30, 2005	$	862,000
September 30, 2005		1,525,000
December 31, 2005		1,723,000
June 30, 2006		65,000
	$	4,175,000

After giving effect to such new leases, the occupancy rate for the portfolio of properties held as of March 31, 2005 would have increased from 88% to approximately 94%.

Guidance

The Company continues to expect FFO for 2005 to be in the range of $1.10-$1.20 per share/OP Unit, as previously-announced.

Interested parties are urged to review the Form 10-Q filed with the Securities and Exchange Commission for the quarter ended March 31, 2005 for further details.

Overview by Management

Leo Ullman, CEO, in a statement said:  “We have continued to execute our growth plan, our redevelopment projects and other value-added programs.  This has been accomplished with an excellent management team, a thorough and a thoughtful Board of Directors and an ever-growing and continuously supportive group of institutional and individual shareholders.  We are proud of our Company’s fine accomplishments to date and of the efforts of our growing staff.  We fully expect to continue to accomplish, and to evidence, growth in value for our shareholders.”

Tom O’Keeffe, CFO, noted:  “We have been able to continue our growth with modest additional equity raises, while maintaining our guidance which we have reaffirmed today.”

Investor Conference Call

The Company, with  Leo S. Ullman, CEO, and Thomas J. O’Keeffe, CFO, will host a conference call to discuss first quarter results on May 6 at 11:00 AM (EDT) as follows:

Dial-In Information

U.S. dial-in number	1-800-329-9097
International dial-in number	617-614-4929
Participant Passcode in each case	87307760

Replay of the Conference Call  (Available from May 6 at 1:00 pm through May 13 at 5:00 pm)

U.S. dial-in number	888-286-8010
International dial-in number	617-801-6888
Participant Passcode in each case	87141939

About Cedar Shopping Centers, Inc.

Cedar Shopping Centers, Inc., with headquarters in Port Washington, New York, is a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”) listed on the New York Stock Exchange.  Its properties, which total approximately 5.6 million sq. ft. of GLA, are focused primarily in multi-tenant supermarket-anchored community shopping centers and drug store-anchored convenience centers in eastern and central Pennsylvania (28), Ohio (15), Maryland (3), New York (3), southern New Jersey (2), Connecticut (2) and Massachusetts (1).

Forward-Looking Statements

          Statements made or incorporated by reference in this press release include certain “forward-looking statements”. Forward-looking statements include, without limitation, statements containing the words “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import which express the Company’s belief, expectations or intentions regarding future performance or future events or trends. While forward-looking statements reflect good faith beliefs, they are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements as a result of factors outside of the Company’s control. Certain factors that might cause such a difference include, but are not limited to, the following: real estate investment considerations, such as the effect of economic and other conditions in general and in the Company’s market areas in particular; the financial viability of the Company’s tenants; the continuing availability of shopping center acquisitions, and development and redevelopment opportunities, on favorable terms; the availability of equity and debt capital in the public and private markets; changes in interest rates; the fact that returns from development, redevelopment and acquisition activities may not be at expected levels; the Company’s potential inability  to realize the level of proceeds from property sales as initially expected; inherent risks in ongoing development and redevelopment projects including, but not limited to, cost overruns resulting from weather delays, changes in the nature and scope of development and redevelopment efforts, and market factors involved in the pricing of material and labor; the need to renew leases or re-let space upon the expiration of current leases; and the financial flexibility to refinance debt obligations when due. 

Non-GAAP Financial Measures – FFO

          The Company considers Funds From Operations (“FFO”) to be a relevant and meaningful supplemental measure of the Company’s performance because it is predicated on a cash flow analysis, contrasted with net income, a measure predicated on GAAP, which gives effect to non-cash items such as depreciation and amortization. The Company computes FFO in accordance

with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines FFO as income before allocation to minority interests (computed in accordance with GAAP), excluding gains or losses from debt restructurings and sales of properties, plus depreciation and amortization, and after preferred distribution requirements and adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are computed to reflect FFO on the same basis. In computing FFO, the Company does not add back to net income the amortization of costs incurred in connection with its financing or hedging activities, or depreciation of non-real estate assets, but does add back to net income those items that are defined as “extraordinary” under GAAP. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to cash flow as a measure of liquidity. Since the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another. FFO is not necessarily indicative of cash available to fund ongoing cash needs. The following table sets forth the Company’s calculations of FFO for the three months ended March 31, 2005 and 2004:

	2005			2004
Net income	$	2,618,000		$	1,343,000
Add (deduct):
Depreciation and amortization		3,730,000			2,192,000
Limited partners’ interest		62,000			36,000
Preferred distribution requirements		(1,294,000	)		—
Minority interests		290,000			168,000
Minority interests’ share of FFO		(536,000	)		(370,000	)
Funds from operations	$	4,870,000		$	3,369,000
FFO per common share/OP Unit outstanding	$	0.25		$	0.20
Average number of common shares/OP Units outstanding (1)		19,805,000			16,895,000

(1) Assumes conversion of OP Units

CEDAR SHOPPING CENTERS, INC.

Consolidated Balance Sheets

	March 31, 2005 (unaudited)			December 31, 2004
Assets
Real estate:
Land	$	98,922,000		$	97,617,000
Buildings and improvements		439,161,000			423,735,000
		538,083,000			521,352,000
Less accumulated depreciation		(19,427,000	)		(16,027,000	)
Real estate, net		518,656,000			505,325,000
Cash and cash equivalents		5,975,000			8,457,000
Cash at joint ventures and restricted cash		6,720,000			7,105,000
Rents and other receivables, net		5,630,000			4,483,000
Other assets		3,781,000			2,379,000
Deferred charges, net		10,406,000			9,411,000
Total assets	$	551,168,000		$	537,160,000
Liabilities and shareholders’ equity
Mortgage loans payable	$	179,873,000		$	180,430,000
Secured revolving credit facility		87,500,000			68,200,000
Accounts payable, accrued expenses, and other		7,319,000			9,012,000
Unamortized intangible lease liabilities		24,878,000			25,227,000
Total liabilities		299,570,000			282,869,000
Minority interests		11,979,000			11,995,000
Limited partners’ interest in Operating Partnership		5,511,000			6,542,000
Shareholders’ equity:
Preferred stock  ($.01 par value, $25.00 per share liquidation value, 5,000,000 shares authorized, 2,350,000 shares issued and outstanding)		58,750,000			58,750,000
Common stock  ($.06 par value, 50,000,000 shares authorized, 19,351,000 shares issued and outstanding)		1,161,000			1,161,000
Treasury stock  (339,000 shares, at cost)		(3,919,000	)		(3,919,000	)
Additional paid-in capital		216,240,000			215,271,000
Cumulative distributions in excess of net income		(38,139,000	)		(35,139,000	)
Accumulated other comprehensive income (loss)		195,000			(165,000	)
Unamortized deferred compensation plans		(180,000	)		(205,000	)
Total shareholders’ equity		234,108,000			235,754,000
Total liabilities and shareholders’ equity	$	551,168,000		$	537,160,000

CEDAR SHOPPING CENTERS, INC.

Consolidated Statements of Income

(unaudited)

	Three months ended March 31,
	2005			2004
Revenues:
Rents	$	12,849,000		$	8,809,000
Expense recoveries		3,673,000			2,360,000
Interest and other		5,000			106,000
Total revenues		16,527,000			11,275,000
Expenses:
Operating, maintenance and management		4,027,000			2,740,000
Real estate and other property-related taxes		1,475,000			1,100,000
General and administrative		969,000			642,000
Depreciation and amortization		3,949,000			2,722,000
Interest		3,137,000			2,524,000
Total expenses		13,557,000			9,728,000
Income before minority and limited partners’
interests		2,970,000			1,547,000
Minority interests		(290,000	)		(168,000	)
Limited partners’ interest		(62,000	)		(36,000	)
Net income		2,618,000			1,343,000
Preferred distribution requirements (net of limited partners’ share of $30,000)		(1,264,000	)		—
Net income applicable to common shareholders	$	1,354,000		$	1,343,000
Per common share (basic and diluted)	$	0.07		$	0.08
Dividends to common shareholders	$	4,354,000		$	2,633,000
Per common share	$	0.225		$	0.160
Average number of common shares outstanding		19,351,000			16,456,000

CEDAR SHOPPING CENTERS, INC.

Consolidated Statements of Cash Flows

(unaudited)

	Three months ended March 31,
	2005			2004
Cash flow from operating activities:
Net income	$	2,618,000		$	1,343,000
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash provisions:
Minority interests		113,000			11,000
Limited partners’ interest		62,000			36,000
Straight-line rents		(492,000	)		(260,000	)
Depreciation and amortization		3,949,000			2,722,000
Amortization of intangible lease liabilities		(907,000	)		(425,000	)
Other		25,000			(34,000	)
Increases/decreases in operating assets and liabilities:
Joint venture cash		(107,000	)		165,000
Rents and other receivables		(655,000	)		196,000
Other assets		(1,492,000	)		(1,056,000	)
Accounts payable and accrued expenses		(1,306,000	)		(1,051,000	)
Net cash provided by operating activities		1,808,000			1,647,000
Cash flow from investing activities:
Expenditures for real estate and improvements		(16,709,000	)		(30,177,000	)
Other		25,000			(431,000	)
Net cash (used in) investing activities		(16,684,000	)		(30,608,000	)
Cash flow from financing activities:
Line of credit, net		19,300,000			36,650,000
Proceeds from mortgage financings		—			723,000
Mortgage repayments		(557,000	)		(6,243,000	)
Distributions to minority interest partners		(129,000	)		(332,000	)
Distributions to limited partners		(102,000	)		(70,000	)
Preferred distribution requirements		(1,294,000	)		—
Distributions to common shareholders		(4,354,000	)		(2,633,000	)
Deferred financing costs		(470,000	)		(1,417,000	)
Net cash provided by financing activities		12,394,000			26,678,000
Net (decrease) in cash and cash equivalents		(2,482,000	)		(2,283,000	)
Cash and cash equivalents at beginning of period		8,457,000			6,154,000
Cash and cash equivalents at end of period	$	5,975,000		$	3,871,000
Supplemental disclosure of cash activities:
Interest paid (including capitalized interest of $564,000 and $271,000)	$	3,568,000		$	2,489,000
Supplemental disclosure of non-cash investing and financing activities:
Purchase accounting adjustments	$	350,000		$	(202,000	)
Assumption of mortgage loans payable	$	—		$	9,993,000

EX-99

Exhibit 99.2

CEDAR SHOPPING CENTERS, INC.

Supplemental Financial Information

March 31, 2005

(unaudited)

Cedar Shopping Centers, Inc.

44 South Bayles Avenue

Port Washington, NY 11050-3765

Tel: (516) 767-6492  Fax: (516) 767-6497

www.cedarshoppingcenters.com

Cedar Shopping Centers, Inc.

Supplemental Financial Information

March 31, 2005

(unaudited)

TABLE OF CONTENTS

Disclosures	3-4
Summary Financial Data	5-6
Consolidated Balance Sheets Information (wholly-owned and joint venture properties)	7
Consolidated Statements of Income Information (wholly-owned and joint venture properties)	8
Reconciliation of Net Income (Loss) to Funds From Operations (“FFO”) and Adjusted Funds From Operation (“AFFO”)	9
Property Summary	10-13
Debt Summary	14-15
Consolidated Joint Ventures Information	16-17
Tenant Concentration Schedule	18
Lease Expiration Schedule	19

2

Cedar Shopping Centers, Inc.

Supplemental Financial Information

March 31, 2005

(unaudited)

Disclosures

Forward Looking Statements

          Statements made or incorporated by reference in the Supplemental Financial Information include certain “forward-looking statements”. Forward-looking statements include, without limitation, statements containing the words “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import, which express the Company’s belief, expectations, or intentions regarding future performance or future events or trends. While forward-looking statements reflect good faith beliefs, they are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements as a result of factors outside of the Company’s control. Certain factors that might cause such a difference include, but are not limited to, the following: real estate investment considerations, such as the effect of economic and other conditions in general and in the Companies’ market areas in particular; the financial viability of tenants; the continuing availability of shopping center acquisitions, and development and redevelopment opportunities, on favorable terms; the availability of equity and debt capital in the public and private markets; changes in interest rates; the fact that returns from development, redevelopment and acquisition activities may not be at expected levels; the Company’s potential inability to realize the level of proceeds from property sales as initially expected; inherent risks in ongoing development and redevelopment projects including, but not limited to, cost overruns resulting from weather delays, changes in the nature and scope of development and redevelopment efforts, and market factors involved in the pricing of material and labor; the need to renew leases or re-let space upon the expiration of current leases; and the financial flexibility to refinance debt obligations when due.

Basis of Presentation

          The information contained in the Supplemental Financial Information is unaudited and does not purport to disclose all items required by GAAP. The information contained herein should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2004 and Form 10-Q for the quarter ended March 31, 2005.

          Cedar Shopping Centers Partnership, L.P. (the “OP”) is the entity through which the Company conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. As of March 31, 2005, the Company owned a 97.7% economic interest in, and is the sole general partner of, the OP. The limited partners’ interest in the OP is evidenced by Operating Partnership Units (“OP Units”), which are economically equivalent to shares of the Company’s common stock and convertible into shares of the Company’s common stock at the option of the holders on a one-for-one basis. With respect to its joint ventures, the Company has general partnership interests ranging from 20% to 50% and, since the Company is the sole general partner and exercises substantial operating control over these entities, such partnerships are included in the consolidated financial statements.

3

Use of Funds From Operations (“FFO”) as a Non-GAAP Financial Measure

          The Company considers Funds From Operations (“FFO”) to be a relevant and meaningful supplemental measure of the Company’s performance because it is predicated on a cash flow analysis, contrasted with net income, a measure predicated on GAAP, which gives effect to non-cash items such as depreciation and amortization. The Company computes FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts (“NAREIT”), which defines FFO as income before allocation to minority interests (computed in accordance with GAAP), excluding gains or losses from debt restructurings and sales of properties, plus depreciation and amortization, and after preferred distribution requirements and adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are computed to reflect FFO on the same basis. In computing FFO, the Company does not add back to net income the amortization of costs incurred in connection with its financing or hedging activities, or depreciation of non-real estate assets, but does add back to net income those items that are defined as “extraordinary” under GAAP. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to cash flow as a measure of liquidity. Since the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another. FFO is not necessarily indicative of cash available to fund ongoing cash needs.

4

Cedar Shopping Centers, Inc.

Summary Financial Data

(unaudited)

	March 31, 2005			December 31, 2004
Equity market capitalization (end of period):
8-7/8% Series A Cumulative Redeemable Preferred Stock shares outstanding		2,350,000			2,350,000
Closing market price	$	26.25		$	26.39
Common shares outstanding		19,350,981			19,350,981
OP Units outstanding		454,469			454,469
Closing market price	$	14.24		$	14.30
Equity market capitalization	$	343,717,000		$	345,234,000
Pro rata share of outstanding debt		231,012,000			212,142,000
Total capitalization	$	574,729,000		$	557,376,000
Ratio of pro rata share of outstanding debt to total capitalization (a)		40.2	%		38.1	%
Ratio of pro rata share of outstanding debt to capitalization without Preferred Stock (a)		45.0	%		42.8	%

(a) The Company concluded the sales of 1,200,000 shares of its 8-7/8% Series A Cumulative Redeemable Preferred Stock and 2,990,000 shares of its common stock on April 4, 2005 and April 6, 2005, respectively. The aggregate net proceeds of approximately $70 million were used to repay amounts outstanding under the Company’s secured revolving credit facility. Based on the closing prices on April 6, 2005 of $26.30 and $13.94, respectively, these ratios would be 28.1% and 33.6%, respectively.

	Three months ended March 31,
	2005		2004
Total revenues	$	16,527,000	$	11,275,000
Net income applicable to common shareholders	$	1,354,000	$	1,343,000
Per common share	$	0.07	$	0.08
Dividends to common shareholders	$	4,354,000	$	2,633,000
Per common share	$	0.225	$	0.160
Average number of common shares outstanding		19,351,000		16,456,000
FFO	$	4,870,000	$	3,369,000
Per common share/OP unit	$	0.25	$	0.20
AFFO	$	4,268,000	$	2,867,000
Per common share/OP unit	$	0.22	$	0.17
Avg. no. of common shares/OP units  outstanding		19,805,000		16,895,000

5

Cedar Shopping Centers, Inc.

Summary Financial Data

(unaudited)

(continued)

	March 31, 2005			December 31, 2004
Real estate, net		518,656,000			505,325,000
Other assets		32,512,000			31,835,000
Total assets	$	551,168,000		$	537,160,000
Total debt	$	267,373,000		$	248,630,000
Other liabilities		32,197,000			34,239,000
Minority interests		11,979,000			11,995,000
Limited partners’ interest in OP		5,511,000			6,542,000
Shareholders’ equity		234,108,000			235,754,000
Total liabilities and equity	$	551,168,000		$	537,160,000
Fixed-rate mortgages	$	160,942,000		$	161,475,000
Variable-rate mortgages		18,931,000			18,955,000
Total mortgages		179,873,000			180,430,000
Secured revolving credit facility		87,500,000			68,200,000
Total debt	$	267,373,000		$	248,630,000
Pro rata share of total debt	$	231,012,000		$	212,142,000
Weighted average interest rates:
Fixed-rate mortgages		6.5	%		6.5	%
Variable-rate mortgages		5.1	%		4.7	%
Total mortgages		6.4	%		6.3	%
Secured variable rate revolving credit facility		4.4	%		3.9	%
Total debt		5.7	%		5.7	%

6

CEDAR SHOPPING CENTERS, INC.

Consolidated Balance Sheets Information

(unaudited)

	March 31, 2005									December 31, 2004
	Total			Joint venture properties			Wholly-owned properties			Total			Joint venture properties			Wholly-owned properties
Assets:
Real estate:
Land	$	98,922,000		$	14,408,000		$	84,514,000		$	97,617,000		$	14,409,000		$	83,208,000
Buildings and improvements		439,161,000			54,034,000			385,127,000			423,735,000			54,083,000			369,652,000
		538,083,000			68,442,000			469,641,000			521,352,000			68,492,000			452,860,000
Less accumulated depreciation		(19,427,000	)		(3,423,000	)		(16,004,000	)		(16,027,000	)		(3,055,000	)		(12,972,000	)
Real estate, net		518,656,000			65,019,000			453,637,000			505,325,000			65,437,000			439,888,000
Cash and cash equivalents		5,975,000			—			5,975,000			8,457,000			—			8,457,000
Cash at joint ventures		1,300,000			1,300,000			—			1,193,000			1,193,000			—
Construction / improvement and other escrows		5,420,000			1,027,000			4,393,000			5,912,000			1,408,000			4,504,000
Receivables:
Rents and other, net		2,582,000			259,000			2,323,000			1,929,000			216,000			1,713,000
Straight-line rents		3,048,000			715,000			2,333,000			2,554,000			668,000			1,886,000
Other assets		3,781,000			517,000			3,264,000			2,379,000			271,000			2,108,000
Deferred charges, net:
Leasing costs		6,391,000			301,000			6,090,000			6,163,000			226,000			5,937,000
Financing costs		3,258,000			645,000			2,613,000			2,994,000			675,000			2,319,000
Other		757,000			—			757,000			254,000			—			254,000
Total assets	$	551,168,000		$	69,783,000		$	481,385,000		$	537,160,000		$	70,094,000		$	467,066,000
Liabilities and shareholders’ equity:
Mortgage loans payable	$	179,873,000		$	50,046,000		$	129,827,000		$	180,430,000		$	50,224,000		$	130,206,000
Secured revolving credit facility		87,500,000			—			87,500,000			68,200,000			—			68,200,000
Accounts payable and accrued expenses		3,795,000			275,000			3,520,000			5,549,000			464,000			5,085,000
Tenant advance payments and security deposits		3,524,000			378,000			3,146,000			3,463,000			533,000			2,930,000
Unamortized intangible lease liabilities		24,878,000			1,149,000			23,729,000			25,227,000			1,185,000			24,042,000
Total liabilities		299,570,000			51,848,000			247,722,000			282,869,000			52,406,000			230,463,000
Minority interests		11,979,000			11,979,000			—			11,995,000			11,995,000			—
Limited partners’ interest in consolidated OP		5,511,000			137,000			5,374,000			6,542,000			154,000			6,388,000
Equity (a)		234,108,000			5,819,000			228,289,000			235,754,000			5,539,000			230,215,000
Total liabilities and equity	$	551,168,000		$	69,783,000		$	481,385,000		$	537,160,000		$	70,094,000		$	467,066,000

(a) Equity includes net receivable/payable balances, on open account, between joint venture and wholly-owned properties.

7

CEDAR SHOPPING CENTERS, INC.

Consolidated Statements of Income Information

(unaudited)

	Three months ended March 31, 2005									Three months ended March 31, 2004
	Total			Joint venture			Wholly-owned			Total			Joint venture			Wholly-owned
Revenues:
Rents:
Base rents	$	11,203,000		$	1,841,000		$	9,362,000		$	8,007,000		$	1,736,000		$	6,271,000
Percentage rents		247,000			4,000			243,000			117,000			16,000			101,000
Straight-line rents		492,000			47,000			445,000			260,000			77,000			183,000
Amortization of intangible lease liabilities		907,000			36,000			871,000			425,000			41,000			384,000
		12,849,000			1,928,000			10,921,000			8,809,000			1,870,000			6,939,000
Expense recoveries		3,673,000			457,000			3,216,000			2,360,000			395,000			1,965,000
Interest and other		5,000			3,000			2,000			106,000			3,000			103,000
Total revenues		16,527,000			2,388,000			14,139,000			11,275,000			2,268,000			9,007,000
Expenses:
Operating, maintenance and management		4,027,000			419,000			3,608,000			2,740,000			394,000			2,346,000
Real estate and other property- related taxes		1,475,000			220,000			1,255,000			1,100,000			217,000			883,000
General and administrative		969,000			—			969,000			642,000			—			642,000
Depreciation and amortization		3,949,000			417,000			3,532,000			2,722,000			371,000			2,351,000
Interest		3,137,000			982,000			2,155,000			2,524,000			1,064,000			1,460,000
Total expenses		13,557,000			2,038,000			11,519,000			9,728,000			2,046,000			7,682,000
Income before minority and limited partners’ interests		2,970,000			350,000			2,620,000			1,547,000			222,000			1,325,000
Minority interests		(290,000	)		(290,000	)		—			(168,000	)		(168,000	)		—
Limited partners’ interest		(62,000	)		(1,000	)		(61,000	)		(36,000	)		(1,000	)		(35,000	)
Net income		2,618,000			59,000			2,559,000			1,343,000			53,000			1,290,000
Preferred distribution requirements		(1,264,000	)		—			(1,264,000	)		—			—			—
Net income applicable to common shareholders	$	1,354,000		$	59,000		$	1,295,000		$	1,343,000		$	53,000		$	1,290,000
Per common share	$	0.07		$	—		$	0.07		$	0.08		$	—		$	0.08
Average number of common shares outstanding		19,351,000			19,351,000			19,351,000			16,456,000			16,456,000			16,456,000

8

CEDAR SHOPPING CENTERS, INC.

Reconciliation of Net Income (Loss) to

Funds From Operations (“FFO”) and

Adjusted Funds From Operations (“AFFO”)

(unaudited)

	Three months ended March 31,
	2005			2004
Net income (1)	$	2,618,000		$	1,343,000
Add (deduct):
Depreciation and amortization		3,730,000			2,192,000
Limited partners’ interest		62,000			36,000
Preferred distribution requirements		(1,294,000	)		—
Minority interests		290,000			168,000
Minority interests’ share of FFO		(536,000	)		(370,000	)
FFO		4,870,000			3,369,000
Add (deduct):
Straight-line rents		(492,000	)		(260,000	)
Minority interests’ share of straight-line rents		34,000			57,000
Provision for tenant improvements and capital expenditures (2)		(523,000	)		(375,000	)
Minority interests’ share of provision for tenant improvements and capital expenditures (2)		76,000			76,000
Pre-occupancy rents received in connection with the Camp Hill redevelopment project		303,000			—
AFFO	$	4,268,000		$	2,867,000
FFO per common share/unit outstanding	$	0.25		$	0.20
AFFO per common share/unit outstanding	$	0.22		$	0.17
Average common shares/OP units outstanding (3)		19,805,000			16,895,000

(1) Net income includes income from amortization of intangible lease liabilities of $907,000 and $425,000, respectively. The minority interests’ share of such amortization was $27,000 and $31,000, respectively. Net income also includes a charge for the ineffective portion of the change in the fair value of the Company’s derivative financial instruments of $0 and $280,000, respectively. Minority interests did not share in such charge.

(2) The provision for tenant improvements and capital expenditures is calculated at the rate of $0.55 per sq. ft. per annum on the respective properties, excluding development/redevelopment properties.

(3) Assumes conversion of OP Units.

9

CEDAR SHOPPING CENTERS, INC.

Property Summary

As of March 31, 2005

Property	Year acquired		Percent owned (2)			Gross leasable area “GLA”		Year built/ year last renovated		Number of tenants		Percent occupied			Average base rent per leased SF		Major tenants [>=20,000 SF of GLA]
																	Name		SF		Lease expiration
STABILIZED PROPERTIES (1):
The Point Shopping Center		2000		100	%		255,447		1972/2001		20		100	%		$10.01		Giant Foods		55,000		07/31/2021
Harrisburg, PA																		Burlington Coat Factory		76,665		01/31/2011
																		Staples		24,000		08/31/2013
																		A.C. Moore		20,000		07/31/2008
Academy Plaza		2001		100	%		152,878		1965/1998		34		100	%		11.24		Acme Markets		50,918		09/31/2018
Philadelphia, PA																		Raising Horizons Charter School		20,092		08/31/2005
Port Richmond Village		2001		100	%		154,908		1988		30		99	%		12.02		Thriftway		40,000		10/31/2008
Philadelphia, PA																		Pep Boys		20,615		01/31/2009
Washington Center Shoppes		2001		100	%		153,260		1979/1995		29		99	%		7.39		Acme Markets		66,046		12/02/2020
Washington Township, NJ																		Powerhouse Gym		20,742		12/31/2012
Red Lion		2002		20	%		224,269		1970/2000		17		87	%		12.22		Best Buy Stores		46,000		01/31/2014
Philadelphia, PA																		Sports Authority		43,825		08/15/2005
																		Staples		23,942		07/31/2015
Loyal Plaza		2002		25	%		293,931		1969/2000		26		100	%		7.31		K-Mart		102,558		08/31/2006
Williamsport, PA																		Giant Foods		66,935		10/31/2019
																		Staples		20,661		11/30/2014
LA Fitness Facility		2002		50	%		41,000		2003		1		100	%		18.09		LA Fitness		41,000		12/31/2018
Fort Washington, PA
Fairview Plaza		2003		30	%		69,579		1992		5		97	%		11.40		Giant Foods		59,237		02/28/2017
New Cumberland, PA
Halifax Plaza		2003		30	%		54,150		1994		9		100	%		10.27		Giant Foods		32,000		10/11/2019
Halifax, PA
Newport Plaza		2003		30	%		66,789		1996		9		100	%		10.08		Giant Foods		43,400		05/31/2021
Newport, PA
Pine Grove Plaza		2003		100	%		79,306		2001/2002		15		97	%		10.47		Peebles		24,963		01/31/2022
Pemberton Township, NJ

10

CEDAR SHOPPING CENTERS, INC.

Property Summary

As of March 31, 2005

(continued)

Property	Year acquired		Percent owned (2)			Gross leasable area “GLA”		Year built/ year last renovated		Number of tenants		Percent occupied			Average base rent per leased SF		Major tenants [>=20,000 SF of GLA]
																	Name		SF		Lease expiration
Swede Square		2003		100	%		98,792		1980/2004		16		88	%		13.13		LA Fitness		37,200		06/30/2016
East Norriton, PA
Valley Plaza		2003		100	%		191,189		1975/1994		7		100	%		4.33		K-Mart		95,810		09/30/2009
Hagerstown, MD																		Ollie’s		41,888		03/31/2011
																		Tractor Supply		32,095		05/31/2010
Wal-Mart Center		2003		100	%		155,842		1972/2000		8		95	%		5.32		Wal-Mart		95,482		01/31/2020
Southington, CT																		Namco		20,000		01/31/2011
South Philadelphia		2003		100	%		283,486		1950/2003		26		97	%		12.87		Shop Rite		54,388		09/30/2018
Philadelphia, PA																		Bally’s Total Fitness		31,000		05/31/2017
																		Ross Stores		31,349		01/31/2013
																		National Wholesale Liquidators		26,000		01/31/2016
																		Modell’s		20,000		01/31/2018
																		Strauss Discount Auto		20,000		11/30/2013
River View Plaza I, II and III		2003		100	%		244,225		1991/1998		21		85	%		18.36		United Artists		77,700		12/31/2018
Philadelphia, PA																		Pep Boys		22,000		09/30/2014
Columbus Crossing		2003		100	%		142,166		2001		9		100	%		15.22		Super Fresh Supermarket		61,506		09/30/2020
Philadelphia, PA																		Old Navy		25,000		09/30/2008
																		A.C. Moore		22,000		09/30/2011
Sunset Crossing		2003		100	%		74,142		2002		6		96	%		14.42		Giant Foods		54,332		06/30/2022
Dickson City, PA
The Commons		2004		100	%		175,121		2000 - 2003		21		98	%		10.03		Elder-Beerman Stores		54,500		01/31/2017
DuBois, PA																		Shop ‘n Save		52,654		10/07/2015
Townfair Center		2004		100	%		203,531		1995 - 2002		11		97	%		7.68		Lowe’s Home Centers		95,173		12/31/2015
White Township, PA																		Shop ‘n Save		50,000		02/08/2012
Lake Raystown Plaza		2004		100	%		84,292		1995		9		100	%		8.58		Giant Foods		39,244		07/31/2015
Huntingdon, PA

11

CEDAR SHOPPING CENTERS, INC.

Property Summary

As of March 31, 2005

(continued)

Property	Year acquired		Percent owned (2)			Gross leasable area “GLA”			Year built/ year last renovated		Number of tenants		Percent occupied			Average base rent per leased SF		Major tenants [>=20,000 SF of GLA]
																		Name		SF		Lease expiration
Franklin Village Plaza		2004		100	%		303,772	(3)		1987/1989		63		96	%		17.90		Stop & Shop (3)		75,000		10/31/2025
Franklin, MA																			Marshalls		26,890		01/31/2009
The Brickyard		2004		100	%		274,553			1989 - 1990		5		98	%		8.13		Sam’s Club		109,755		10/31/2010
Berlin, CT																			The Home Depot		103,003		10/31/2010
																			Syms		38,000		03/31/2010
Kenley Village		2005		100	%		51,894			1988		11		100	%		7.57		Food Lion		29,000		02/11/2009
Hagerstown, MD
St. James Square		2005		100	%		39,903			2000		4		93	%		10.98		Food Lion		33,000		11/14/2020
Hagerstown, MD
							3,868,425					412		97	%		10.98
DEVELOPMENT/REDEVELOPMENT PROPERTIES:
Camp Hill		2002		100	%		419,042			1958/2004		24		72	%		8.12		Boscov’s		167,597		09/30/2010
Camp Hill, PA																			Giant Foods		42,070		01/31/2011
																			Barnes & Noble		24,908		01/31/2011
Golden Triangle		2003		100	%		191,581			1960/2004		16		86	%		10.33		LA Fitness		44,796		04/30/2020
Lancaster, PA																			Marshalls		30,000		05/31/2010
																			Staples		24,060		05/31/2012
																			Artesian Outlet		22,000		04/30/2009
Carbondale Plaza		2004		100	%		129,915			1972		8		61	%		5.23		Weis Markets		52,720		02/29/2016
Carbondale, PA
Huntingdon Plaza		2004		100	%		151,277			1972 - 2003		13		50	%		6.52		Peebles		22,060		01/31/2018
Huntingdon, PA
Hamburg Commons		2004		100	%		97,633			1988 - 1993		6		14	%		9.64
Hamburg, PA
Meadows Marketplace		2004		100	%		91,250			1972 - 2003		N/A		—			N/A		Giant Foods (4)		65,000		09/30/2025
South Hanover Township, PA
							1,080,698					67		59	%		8.17
TOTAL PORTFOLIO							4,949,123					479		88	%		$10.52

12

CEDAR SHOPPING CENTERS, INC.

Property Summary

As of March

31, 2005

(continued)

(1)	“Stabilized properties” are those properties, with no development/redevelopment activities, having an occupancy rate of at least 80%.
(2)	Other than the partnership owning the Red Lion property, the terms of the several joint venture agreements provide, among other things, that the minority interest partners receive certain preferential returns on their investments prior to any distributions to the Company.
(3)	Stop & Shop is presently constructing an addition to its existing 55,000 sq. ft. store which will increase the size to 75,000 sq. ft. Upon completion, which is estimated to be November 1, 2005, the extended lease term will run for 20 years from that date. The total GLA for the shopping center includes approximately 15,000 sq. ft. which will result from the Stop & Shop expansion.
(4)	Giant Foods has signed a 20-year lease for a 65,000 sq. ft. store at Meadows Marketplace. Development activities have commenced, are expected to cost approximately $10 million (including the cost of the land), and are projected to be competed in October 2005. At present, it is anticipated that this property will contain a total of approximately 91,000 sq. ft. of GLA.

13

CEDAR SHOPPING CENTERS, INC.

Debt Summary

As of March 31, 2005

(unaudited)

Property		Percent Owned			Maturity Date			Int. rate Mar 31, 2005			Balances				Pro rata share
											Mar 31 2005		Dec 31 2004		Mar 31 2005		Dec 31 2004
Fixed-rate mortgages:
The Point			100.0	%		Sep 2012			7.63	%	$	19,182,000	$	19,264,000	$	19,182,000	$	19,264,000
Academy Plaza			100.0	%		Mar 2013			7.28	%		10,238,000		10,278,000		10,238,000		10,278,000
Port Richmond Village			100.0	%		Apr 2008			7.17	%		11,091,000		11,135,000		11,091,000		11,135,000
Washington Center Shoppes			100.0	%		Nov 2007			7.53	%		5,727,000		5,749,000		5,727,000		5,749,000
Red Lion			20.0	%		Feb 2010			8.86	%		16,418,000		16,459,000		3,284,000		3,292,000
Loyal Plaza			25.0	%		Jun 2011			7.18	%		13,490,000		13,532,000		3,373,000		3,383,000
Fairview Plaza			30.0	%		Feb 2013			5.71	%		5,920,000		5,941,000		1,776,000		1,782,000
Halifax Plaza			30.0	%		Feb 2010			6.83	%		4,077,000		4,100,000		1,223,000		1,230,000
Newport Plaza			30.0	%		Feb 2010			6.83	%		3,773,000		3,792,000		1,132,000		1,138,000
Newport Plaza			30.0	%		Feb 2010			6.83	%		1,437,000		1,445,000		431,000		433,000
Pine Grove Plaza			100.0	%		Apr 2010			6.24	%		5,700,000		5,738,000		5,700,000		5,738,000
Pine Grove Plaza			100.0	%		Mar 2006			8.50	%		388,000		388,000		388,000		388,000
Golden Triangle			100.0	%		Apr 2008			6.00	%		9,898,000		9,987,000		9,898,000		9,987,000
Townfair Center			100.0	%		Mar 2008			6.00	%		10,103,000		10,167,000		10,103,000		10,167,000
Franklin Village Plaza			100.0	%		Nov 2011			4.81	%		43,500,000		43,500,000		43,500,000		43,500,000
Total fixed-rate debt						5.6 years			6.53	%		160,942,000		161,475,000		127,046,000		127,464,000
					[wtd-avg maturity		]	[wtd-avg rate]
Variable-rate mortgages:
LA Fitness Facility			50.0	%		Dec 2007			6.25	%		4,931,000		4,955,000		2,466,000		2,478,000
Camp Hill	(a)		100.0	%		Apr 2008			4.70	%		14,000,000		14,000,000		14,000,000		14,000,000
Total variable rate mortgages						2.9 years			5.10	%		18,931,000		18,955,000		16,466,000		16,478,000
					[wtd-avg maturity		]	[wtd-avg rate]
Total mortgages						5.3 years			6.38	%		179,873,000		180,430,000		143,512,000		143,942,000
					[wtd-avg maturity		]	[wtd-avg  rate]
Secured revolving credit facility	(b)		100.0	%		Jan 2007			4.35	%		87,500,000		68,200,000		87,500,000		68,200,000
Secured revolving credit facility						1.8 years			4.35	%		87,500,000		68,200,000		87,500,000		68,200,000
					[wtd-avg maturity		]	[wtd-avg rate]
Total debt						4.2 years			5.72	%	$	267,373,000	$	248,630,000	$	231,012,000	$	212,142,000
					[wtd-avg maturity		]	[wtd-avg rate]

14

CEDAR SHOPPING CENTERS, INC.

Debt Summary

As of March 31, 2005

(unaudited)

(continued)

Maturity schedule by year	Mortgage debt				Secured revolving credit facility (b)		Total
	Scheduled amortization		Balloon payments
2005	$	1,604,000	$	—			$	1,604,000
2006		2,236,000		431,000				2,667,000
2007		2,389,000		10,225,000	$	87,500,000		100,114,000
2008		1,648,000		42,644,000				44,292,000
2009		1,542,000		—				1,542,000
2010		1,118,000		28,833,000				29,951,000
2011		992,000		55,786,000				56,778,000
2012		759,000		15,901,000				16,660,000
2013		54,000		13,711,000				13,765,000
	$	12,342,000	$	167,531,000	$	87,500,000	$	267,373,000

(a) Reflects the new construction loan facility, concluded on April 12, 2005, for the renovation of the retail facilities and construction of additional buildings at Camp Hill. The $49.5 million aggregate facility includes $14.0 million representing the original acquisition loan from the same lender, which has been amended to conform to the terms of the new facility, and up to $35.5 million for reconfiguration and renovation of in-line retail space, and construction of new space. The facility is for a three-year period; draws thereunder will bear interest at LIBOR plus 185 basis points.

(b) The Company has the option to extend the facility for one year beyond the scheduled maturity date of January 2007.

15

CEDAR SHOPPING CENTERS, INC

Consolidated Joint Ventures Information

(unaudited)

Property	Partners’ percent			As  of March 31, 2005
				Real estate,  net		Mortgage loans payable			Other assets liabilities,  net			Equity (a)
												Partners		Cedar (b) (c)		Total
Loyal Plaza		75	%	$	19,574,773	$	(13,490,199	)	$	1,090,550		$	4,633,808	$	2,541,316	$	7,175,124
Red Lion		80	%		18,785,769		(16,417,681	)		1,700,443			2,691,514		1,377,017		4,068,531
Fairview Plaza (d)		70	%		8,825,515		(5,919,674	)		(343,251	)		1,562,161		1,000,429		2,562,590
Halifax Plaza (d)		70	%		5,541,420		(4,077,500	)		(14,390	)		1,160,416		289,114		1,449,530
Newport Plaza (d)		70	%		6,470,419		(5,209,284	)		194,155			1,051,165		404,125		1,455,290
LA Fitness Facility		50	%		5,821,521		(4,931,344	)		335,101			879,754		345,524		1,225,278
				$	65,019,417	$	(50,045,682	)	$	2,962,608		$	11,978,818	$	5,957,525	$	17,936,343

Property	Partners’ percent			For the three months ended March 31, 2005
				Property-level operations													Share of property net income
				Revenues		Operating expenses		Depreciation/ amortization		Interest		Total expenses		Net income			Partners
																	Regular		Preference		Cedar (b)
Loyal Plaza		75	%	$	734,391	$	213,135	$	139,959	$	268,172	$	621,266	$	113,125		$	84,844	$	28,281	$	—
Red Lion		80	%		803,010		264,701		129,980		364,991		759,672		43,338			34,670		—		8,668
Fairview Plaza (d)		70	%		236,707		40,941		47,383		84,618		172,942		63,765	)
																)
Halifax Plaza (d)		70	%		192,637		43,258		31,490		70,416		145,164		47,473	)		104,532		8,960		35,839
																)
Newport Plaza (d)		70	%		236,147		72,972		36,009		89,073		198,054		38,093	)
LA Fitness Facility		50	%		185,400		3,708		32,304		104,763		140,775		44,625			22,313		6,427		15,886
				$	2,388,292	$	638,715	$	417,125	$	982,033	$	2,037,873	$	350,419		$	246,358	$	43,668	$	60,393

16

CEDAR SHOPPING CENTERS, INC

Consolidated Joint Ventures Information

(unaudited)

(continued)

Property	Partners’ percent			Cedar			Share of FFO
							Partners		Cedar (b)		Total
Loyal Plaza		75	%		25	%	$	183,338	$	62,145	$	245,483
Red Lion		80	%		20	%		121,084		30,271		151,355
Fairview Plaza (d)		70	%		30	%  )
						)
Halifax Plaza (d)		70	%		30	%  )		183,058		76,609		259,667
						)
Newport Plaza (d)		70	%		30	%  )
LA Fitness Facility		50	%		50	%		48,372		26,772		75,144
							$	535,852	$	195,797	$	731,649

(a) The Partners/Cedar shares of equity, as presented, differ from amounts calculated using the stated ownership percentages because of (1) non-proportionate initial investments (per the respective joint venture agreements), and (2) the cumulative effect of preference returns to joint venture partners.

(b) Includes limited partners’ share.

(c) Equity includes net receivable/payable balances, on open account, between joint venture and wholly-owned entities.

(d) As each of these three properties is under an umbrella partnership, any shortfall in required preference payments by any one of the properties will be offset by excess cash flow from any of the other properties.

17

CEDAR SHOPPING CENTERS, INC.

Tenant Concentration Schedule

As of March 31, 2005

(unaudited)

Tenant	Number of stores		Sq ft		Percentage Sq ft			Annualized base rents		Annualized base rents per sq ft		Percentage Annualized base rents
Giant Foods/Stop & Shop		9		467,218		9.44	%	$	4,977,671	$	10.65		10.83	%
LA Fitness		3		122,996		2.49	%		1,743,072		14.17		3.79	%
Staples		5		110,663		2.24	%		1,419,992		12.83		3.09	%
United Artists Theatre Group		1		77,700		1.57	%		1,328,950		17.10		2.89	%
Wal-Mart/Sam’s Club		2		205,237		4.15	%		1,255,618		6.12		2.73	%
Shop ‘n Save		2		102,654		2.07	%		854,151		8.32		1.86	%
Boscov’s		1		167,597		3.39	%		742,071		4.43		1.61	%
Home Depot		1		103,003		2.08	%		669,520		6.50		1.46	%
Super Fresh Super Markets		1		61,506		1.24	%		650,000		10.57		1.41	%
Best Buy		1		46,000		0.93	%		619,083		13.46		1.35	%
Sub-total top ten tenants		26		1,464,574		29.59	%		14,260,128		9.74		31.02	%
Remaining tenants		453		2,904,153		58.68	%		31,714,062		10.92		68.98	%
Sub-total all tenants		479		4,368,727		88.27	%		45,974,190		10.52		100.00	%
Vacant (a)		N/A		580,396		11.73	%		N/A		N/A		N/A
Total (including vacant)		479		4,949,123		100.00	%	$	45,974,190	$	9.29		N/A

(a) Includes locations presently undergoing development and/or redevelopment activities.

18

CEDAR SHOPPING CENTERS, INC.

Lease Expiration Schedule

As of March 31, 2005

(unaudited)

Number of tenants	Sq ft		Percentage of total sq ft			Year leases expire		Annualized expiring base rents		Annualized expiring per sq ft		Percentage Annualized expiring base rents
10		39,581		0.80	%		M-T-M	$	510,534	$	12.90		1.11	%
52		207,040		4.18	%		2005		2,939,606		14.20		6.39	%
76		343,939		6.95	%		2006		4,126,063		12.00		8.97	%
70		257,946		5.21	%		2007		3,514,519		13.63		7.64	%
65		331,378		6.70	%		2008		4,616,845		13.93		10.04	%
66		395,996		8.00	%		2009		3,695,382		9.33		8.04	%
23		552,608		11.17	%		2010		4,049,954		7.33		8.81	%
20		307,169		6.21	%		2011		2,615,937		8.52		5.69	%
22		206,248		4.17	%		2012		2,166,175		10.50		4.71	%
15		124,287		2.51	%		2013		1,438,628		11.58		3.13	%
20		151,711		3.07	%		2014		1,980,543		13.05		4.31	%
8		229,774		4.64	%		2015		1,966,064		8.56		4.28	%
4		125,924		2.54	%		2016		943,548		7.49		2.05	%
3		144,737		2.92	%		2017		1,452,867		10.04		3.16	%
6		266,066		5.38	%		2018		3,410,374		12.82		7.42	%
4		113,493		2.29	%		2019		1,018,169		8.97		2.21	%
5		300,830		6.08	%		2020		2,023,029		6.72		4.40	%
5		107,005		2.16	%		2021		1,441,367		13.47		3.14	%
3		82,995		1.68	%		2022		1,046,586		12.61		2.28	%
1		5,000		0.10	%		2024		68,000		13.60		0.15	%
1		75,000		1.52	%		2025		950,000		12.67		2.07	%
479		4,368,727		88.27	%				45,974,190		10.52		100.00	%
N/A		580,396		11.73	%		Vacant (a)		N/A		N/A		N/A
479		4,949,123		100.00	%		Total portfolio	$	45,974,190	$	9.29		N/A

(a) Includes locations presently undergoing development and/or redevelopment activities.

19