FOR IMMEDIATE RELEASE

Contact Information:

Cedar Shopping Centers, Inc.

Leo S. Ullman, Chairman, President and CEO

516-944-4525

lsu@cedarshoppingcenters.com

CEDAR SHOPPING CENTERS, INC. ANNOUNCES THIRD QUARTER 2006 RESULTS

Port Washington, New York – November 6, 2006 – Cedar Shopping Centers, Inc. (NYSE: “CDR”), today reported its financial results for the quarter and nine months ended September 30, 2006.

Third Quarter 2006 Highlights

 

Funds From Operations (“FFO”) increased 48% to $10.7 million

 

FFO per share/OP Unit grew 11% to $0.30

 

Revenues improved 55% to $31.9

 

Total assets increased by 21% to $1.21 billion since December 31, 2005

 

Occupancy was 91.4%; excluding development, redevelopment and other non-stabilized properties, occupancy was 94.4%

Leo Ullman, CEO of Cedar, stated, “Our Company’s third quarter results evidence once again solid double-digit FFO growth, driven by our acquisition activity and our strategy of investing in value-added development and redevelopment properties. Our development and redevelopment prospects continue to be bright. We also continue to pursue potential joint venture opportunities for select stabilized properties.”

Financial and Operating Results

The Company reported total revenues for the three months ended September 30, 2006 of $31.9 million as compared to $20.6 million for the three months ended September 30, 2005, an increase of 55%. Net income applicable to common shareholders for the three months ended September 30, 2006 was $1.8 million ($0.05 per share) compared to $1.6 million ($0.06 per share) for the three months ended September 30, 2005. FFO for the third quarter of 2006 increased 48% to $10.7 million ($0.30 per share/Operating Partnership (“OP”) Unit) from $7.2 million ($0.27 per share/OP Unit) for the corresponding quarter of 2005.

The Company’s total revenues for the nine months ended September 30, 2006 increased 70% to $92.2 million from $54.1 million for the same period in 2005. Net income applicable to common shareholders for the nine months ended September 30, 2006 was $4.9 million ($0.16 per share) compared to $4.5 million ($0.20 per share) for the same period in 2005 (diluted per share amounts were $0.15 and $0.20, respectively). FFO for the nine months ended September 30, 2006 was $30.2 million ($0.91 per share/OP Unit) as compared to $17.6 million ($0.75 per share/OP Unit) for the corresponding period of 2005 (diluted per share/OP Unit amounts were $0.90 and $0.75, respectively).

 


Net cash flows provided by operating activities increased to $22.9 million for the nine months ended September 30, 2006, compared to $16.6 million for the corresponding period of 2005.

Acquisition Activities

During the third quarter 2006, the Company acquired seven supermarket-anchored shopping center properties for approximately $122 million, including closing costs, representing approximately 867,000 square feet of gross leasable area (“GLA”). As of the end of the quarter, the Company owned 93 supermarket-anchored shopping centers and drug store-anchored convenience centers located in nine states with 9.9 million square feet of GLA. Also as of September 30, the Company owned approximately 160 acres of development acreage, including approximately 35 acres acquired as part of the Trexlertown Plaza shopping center purchase. The Company expects to complete additional acquisitions of primarily supermarket-anchored shopping centers and development sites during the balance of the year.

Subsequent to September 30, 2006, the Company completed the following acquisitions:

On October 12, 2006, the Company purchased a 34 acre development site in Harrisburg, Pennsylvania, for approximately $13.7 million, including closing costs. The Company has signed a lease with Giant Food Stores, LLC of Carlisle, Pennsylvania for a 98,000 square foot supermarket to be built on the site, subject to all required permits and approvals. The site is projected to accommodate up to 18,000 square feet of additional retail space and perhaps two or three outparcels. The balance of the property is expected to be net leased or sold for other commercial use. The purchase was funded from the Company’s secured revolving credit facility.

On October 26, 2006, the Company acquired the Gahanna Discount Drug Mart Plaza in New Albany, Ohio, an approximately 48,000 square foot drug store-anchored convenience center for a purchase price of approximately $7.0 million, including closing costs. The acquisition cost for the shopping center was financed by (i) approximately $5.2 million of new first mortgage financing bearing interest at a rate of 5.82% per annum and maturing in November 2016, (ii) the issuance of approximately 49,000 OP units (having a value of approximately $800,000), and (iii) funds of approximately $1.0 million drawn from the Company’s secured revolving credit facility.

Development and Redevelopment Activities

The Company’s current development and development pipeline includes (i) nine owned and operating properties earmarked for redevelopment, including two de-malling candidates, and (ii) eleven properties for ground-up development, consisting of approximately 175 acres of land under ownership plus another 143 acres of land under contract to the Company. The total project costs for the pipeline, including acquisition costs, is estimated at approximately $325 million.

2


New Leases

As of this date, annual base rents, excluding tenant reimbursements, for leases that have been signed, but where the tenants have not yet taken occupancy, encompassed approximately 352,000 square feet and amounted to approximately $5.3 million. Revenues from these leases are expected to commence on the following quarterly schedule:

 

Quarter ending

 

Annualized
base rent

 


 


 

December 31, 2006

 

$

2,904,000

 

March 31, 2007

 

$

223,000

 

June 30, 2007

 

 

274,000

 

September 30, 2007

 

 

74,000

 

December 31, 2008

 

 

1,789,000

 

   

 

 

 

$

5,264,000

 

   

 

After giving effect to such new leases, the occupancy rate for the portfolio of properties held as of September 30, 2006 would have increased from 91.4% to approximately 93.1%.

Balance Sheet

The Company’s total assets as of September 30, 2006 were $1.21 billion as compared to $996.3 million as of December 31, 2005.

During the first nine months of 2006, the Company received $74.1 million in net proceeds from the settlement of the forward sales agreement and sales of common stock under registered deferred offering programs, and $26.3 million in net proceeds from mortgage financings. The proceeds were used primarily to reduce the outstanding balance on the Company’s secured revolving credit facility.

Guidance

The Company presently expects FFO for 2006 to be in the range of $1.20 to $1.22 per share/OP Unit, updated from the Company’s previously announced range of $1.20 to $1.30 per share/OP Unit. This reflects the substantial increase in the Company’s weighted average number of shares of common stock/OP Units outstanding that were issued to fund the Company’s growth.

Tom O’Keeffe, CFO, stated, “We continue to increase our cash flow and demonstrate considerable year-over-year improvement in key financial metrics, as reflected by our double digit revenue and FFO growth. Further, we strengthened our financial capacity through an increase and more favorable terms in our credit facility”

3


Reference to Form 10-Q

Interested parties are urged to review the Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2006 for further details.

Investor Conference Call

The Company will host a conference call on Tuesday, November 7, 2006, at 8:30 AM (EDT) to discuss third quarter results. The U.S. dial-in number to call for this teleconference is (800) 811-0667. The international dial-in number is (913) 981-4901. A replay of the conference call will be available from November 7 at 11:30 AM through the close of business on November 21 by using U.S. dial-in number (888) 203-1112 and entering the passcode 4317927 (international callers may use dial-in number (719) 457-0820 and use the same passcode indicated for U.S. callers). A live webcast of the conference call will be available online on the Company’s corporate website at www.cedarshoppingcenters.com from the morning of November 7 through the close of business on December 7.

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. The Company’s investments, which total approximately 10 million square feet of GLA, are focused primarily in multi-tenant supermarket-anchored shopping centers and drug store-anchored convenience centers in Pennsylvania (39), Ohio (20), Virginia (11), Maryland (5), Massachusetts (5), Connecticut (4), New York (4), New Jersey (3) and Michigan (2).

Forward-Looking Statements

Statements made or incorporated by reference in this press release include certain “forward-looking statements”. Such 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 beliefs, expectations or intentions regarding future performance or future events or trends. While forward-looking statements reflect good faith beliefs, expectations or intentions, 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 differences 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 suitable 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 or at expected times; 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 repay or refinance debt obligations when due.

4


Non-GAAP Financial Measures – FFO

Funds From Operations (“FFO”) is a widely-recognized measure of REIT performance. 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 net income applicable to common shareholders (determined in accordance with GAAP), excluding gains or losses from debt restructurings and sales of properties, plus depreciation and amortization, and after 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 applicable to common shareholders 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 applicable to common shareholders 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 net income applicable to common shareholders (determined in accordance with GAAP) as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of liquidity. As the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another. FFO is not indicative of cash available to fund ongoing cash needs.

5


The following table sets forth the Company’s calculations of FFO for the three and nine months ended September 30, 2006:

 

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

 


 


 

 

 

 

2006

 

 

2005

 

 

2006

 

 

2005

 

 

 



 



 



 



 

Net income applicable to common shareholders

 

$

1,785,000

 

$

1,636,000

 

$

4,919,000

 

$

4,456,000

 

Add (deduct):

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,963,000

 

 

5,624,000

 

 

25,563,000

 

 

13,525,000

 

Limited partners’ interest

 

 

95,000

 

 

224,000

 

 

262,000

 

 

338,000

 

Minority interests in consolidated joint ventures

 

 

324,000

 

 

307,000

 

 

943,000

 

 

950,000

 

Equity in loss of unconsolidated joint venture

 

 

 

 

 

 

40,000

 

 

 

Minority interests’ share of FFO applicable to consolidated joint ventures

 

 

(438,000

)

 

(554,000

)

 

(1,350,000

)

 

(1,678,000

)

Gain on sale of interest in unconsolidated joint ventutre

 

 

 

 

 

 

(141,000

)

 

 

FFO from unconsolidated joint venture

 

 

 

 

 

 

(5,000

)

 

 

 

 



 



 



 



 

Funds from operations

 

$

10,729,000

 

$

7,237,000

 

$

30,231,000

 

$

17,591,000

 

 

 



 



 



 



 

FFO per common share (assuming conversion of OP Units):

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.30

 

$

0.27

 

$

0.91

 

$

0.75

 

 

 



 



 



 



 

Diluted

 

$

0.30

 

$

0.27

 

$

0.90

 

$

0.75

 

 

 



 



 



 



 

Weighted average number of common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in determination of basic earnings per share

 

 

34,484,000

 

 

25,390,000

 

 

31,660,000

 

 

22,305,000

 

Additional shares assuming conversion of OP Units (basic)

 

 

1,837,000

 

 

1,578,000

 

 

1,675,000

 

 

1,088,000

 

 

 



 



 



 



 

Shares used in determination of basic FFO per share

 

 

36,321,000

 

 

26,968,000

 

 

33,335,000

 

 

23,393,000

 

 

 



 



 



 



 

Shares used in determination of diluted earnings per share

 

 

34,489,000

 

 

25,475,000

 

 

31,832,000

 

 

22,336,000

 

Additional shares assuming conversion of OP Units (diluted)

 

 

1,846,000

 

 

1,585,000

 

 

1,683,000

 

 

1,093,000

 

 

 



 



 



 



 

Shares used in determination of diluted FFO per share

 

 

36,335,000

 

 

27,060,000

 

 

33,515,000

 

 

23,429,000

 

 

 



 



 



 



 

6


CEDAR SHOPPING CENTERS, INC.

Consolidated Balance Sheets

 

 

 

September 30,
2006

 

December 31,
2005

 

 

 


 


 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

Land

 

$

230,777,000

 

$

180,951,000

 

Buildings and improvements

 

 

960,963,000

 

 

800,005,000

 

 

 



 



 

 

 

 

1,191,740,000

 

 

980,956,000

 

Less accumulated depreciation

 

 

(56,394,000

)

 

(34,499,000

)

 

 



 



 

Real estate, net

 

 

1,135,346,000

 

 

946,457,000

 

Cash and cash equivalents

 

 

15,918,000

 

 

8,601,000

 

Cash at joint ventures and restricted cash

 

 

11,290,000

 

 

10,415,000

 

Rents and other receivables, net

 

 

12,433,000

 

 

9,093,000

 

Other assets

 

 

9,430,000

 

 

4,051,000

 

Deferred charges, net

 

 

21,347,000

 

 

17,639,000

 

 

 



 



 

Total assets

 

$

1,205,764,000

 

$

996,256,000

 

 

 



 



 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

Mortgage loans payable

 

$

441,538,000

 

$

380,311,000

 

Secured revolving credit facility

 

 

215,130,000

 

 

147,480,000

 

Accounts payable, accrued expenses, and other

 

 

16,055,000

 

 

16,462,000

 

Unamortized intangible lease liabilities

 

 

50,742,000

 

 

27,943,000

 

 

 



 



 

Total liabilities

 

 

723,465,000

 

 

572,196,000

 

 

 



 



 

Minority interests in consolidated joint ventures

 

 

9,143,000

 

 

12,339,000

 

Limited partners’ interest in Operating Partnership

 

 

23,658,000

 

 

20,586,000

 

Shareholders’ equity:

 

 

 

 

 

 

 

Preferred stock ($.01 par value, $25.00 per share liquidation value, 5,000,000 shares authorized, 3,550,000 shares issued and outstanding)

 

 

88,750,000

 

 

88,750,000

 

Common stock ($.06 par value, 50,000,000 shares authorized, 34,944,000 and 29,618,000 shares issued and outstanding)

 

 

2,097,000

 

 

1,777,000

 

Treasury stock (454,000 and 443,000 shares, at cost)

 

 

(5,570,000

)

 

(5,416,000

)

Additional paid-in capital

 

 

430,431,000

 

 

357,000,000

 

Cumulative distributions in excess of net income

 

 

(66,357,000

)

 

(49,956,000

)

Accumulated other comprehensive income

 

 

147,000

 

 

138,000

 

Unamortized deferred compensation plans

 

 

 

 

(1,158,000

)

 

 



 



 

Total shareholders’ equity

 

 

449,498,000

 

 

391,135,000

 

 

 



 



 

Total liabilities and shareholders’ equity

 

$

1,205,764,000

 

$

996,256,000

 

 

 



 



 

7


CEDAR SHOPPING CENTERS, INC.

Consolidated Statements of Income

(unaudited)

 

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

 


 


 

 

 

2006

 

2005

 

2006

 

2005

 

 

 


 


 


 


 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Rents

 

$

26,187,000

 

$

16,386,000

 

$

74,726,000

 

$

42,920,000

 

Expense recoveries

 

 

5,496,000

 

 

4,011,000

 

 

16,764,000

 

 

10,902,000

 

Other

 

 

246,000

 

 

154,000

 

 

739,000

 

 

298,000

 

 

 



 



 



 



 

Total revenues

 

 

31,929,000

 

 

20,551,000

 

 

92,229,000

 

 

54,120,000

 

 

 



 



 



 



 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating, maintenance and management

 

 

5,258,000

 

 

3,661,000

 

 

16,760,000

 

 

10,233,000

 

Real estate and other property-related taxes

 

 

3,323,000

 

 

1,961,000

 

 

9,394,000

 

 

5,351,000

 

General and administrative

 

 

1,431,000

 

 

1,317,000

 

 

4,220,000

 

 

3,483,000

 

Depreciation and amortization

 

 

9,002,000

 

 

5,643,000

 

 

25,659,000

 

 

13,574,000

 

 

 



 



 



 



 

Total expenses

 

 

19,014,000

 

 

12,582,000

 

 

56,033,000

 

 

32,641,000

 

 

 



 



 



 



 

Operating income

 

 

12,915,000

 

 

7,969,000

 

 

36,196,000

 

 

21,479,000

 

Non-operating income and expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(8,556,000

)

 

(3,517,000

)

 

(23,655,000

)

 

(9,798,000

)

Amortization of deferred financing costs

 

 

(341,000

)

 

(335,000

)

 

(1,003,000

)

 

(771,000

)

Interest income

 

 

155,000

 

 

19,000

 

 

392,000

 

 

51,000

 

Equity in (loss) of unconsolidated joint venture

 

 

 

 

 

 

(40,000

)

 

 

Gain on sale of interest in unconsolidated joint venture

 

 

 

 

 

 

141,000

 

 

 

 

 



 



 



 



 

Total non-operating income and expense

 

 

(8,742,000

)

 

(3,833,000

)

 

(24,165,000

)

 

(10,518,000

)

 

 



 



 



 



 

Income before minority and limited partners’ interests

 

 

4,173,000

 

 

4,136,000

 

 

12,031,000

 

 

10,961,000

 

Minority interests in consolidated joint ventures

 

 

(324,000

)

 

(307,000

)

 

(943,000

)

 

(950,000

)

Limited partners’ interest in Operating Partnership

 

 

(95,000

)

 

(224,000

)

 

(262,000

)

 

(338,000

)

 

 



 



 



 



 

Net income

 

 

3,754,000

 

 

3,605,000

 

 

10,826,000

 

 

9,673,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred distribution requirements

 

 

(1,969,000

)

 

(1,969,000

)

 

(5,907,000

)

 

(5,217,000

)

 

 



 



 



 



 

Net income applicable to common shareholders

 

$

1,785,000

 

$

1,636,000

 

$

4,919,000

 

$

4,456,000

 

 

 



 



 



 



 

Per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

$

0.06

 

$

0.16

 

$

0.20

 

 

 



 



 



 



 

Diluted

 

$

0.05

 

$

0.06

 

$

0.15

 

$

0.20

 

 

 



 



 



 



 

Dividends to common shareholders

 

$

7,752,000

 

$

5,049,000

 

$

21,320,000

 

$

14,430,000

 

 

 



 



 



 



 

Per common share

 

$

0.225

 

$

0.225

 

$

0.675

 

$

0.675

 

 

 



 



 



 



 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

34,484,000

 

 

25,390,000

 

 

31,660,000

 

 

22,305,000

 

 

 



 



 



 



 

Diluted

 

 

34,489,000

 

 

25,475,000

 

 

31,832,000

 

 

22,336,000

 

 

 



 



 



 



 

8


CEDAR SHOPPING CENTERS, INC.

Consolidated Statements of Cash Flows

(unaudited)

 

 

 

Nine months ended September 30,

 

 

 


 

 

 

2006

 

2005

 

 

 


 


 

Cash flow from operating activities:

 

 

 

 

 

 

 

Net income

 

$

10,826,000

 

$

9,673,000

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Non-cash provisions:

 

 

 

 

 

 

 

Minority interests’ earnings in excess of distributions from consolidated joint ventures

 

 

118,000

 

 

147,000

 

Equity in loss of unconsolidated joint venture

 

 

40,000

 

 

 

Gain on sale of interest in unconsolidated joint venture

 

 

(141,000

)

 

 

Limited partners’ interest

 

 

262,000

 

 

338,000

 

Straight-line rents

 

 

(2,452,000

)

 

(1,669,000

)

Depreciation and amortization

 

 

25,659,000

 

 

13,574,000

 

Amortization of intangible lease liabilities

 

 

(7,713,000

)

 

(2,918,000

)

Other

 

 

1,450,000

 

 

927,000

 

Increases/decreases in operating assets and liabilities:

 

 

 

 

 

 

 

Joint venture cash

 

 

652,000

 

 

(12,000

)

Rents and other receivables

 

 

(1,087,000

)

 

(1,832,000

)

Other assets

 

 

(4,270,000

)

 

(4,343,000

)

Accounts payable and accrued expenses

 

 

(399,000

)

 

2,698,000

 

 

 



 



 

Net cash provided by operating activities

 

 

22,945,000

 

 

16,583,000

 

 

 



 



 

Cash flow from investing activities:

 

 

 

 

 

 

 

Expenditures for real estate and improvements

 

 

(146,806,000

)

 

(193,368,000

)

Proceeds from sale of interest in unconsolidated joint venture

 

 

1,466,000

 

 

 

Construction escrows and other

 

 

(3,621,000

)

 

494,000

 

 

 



 



 

Net cash (used in) investing activities

 

 

(148,961,000

)

 

(192,874,000

)

 

 



 



 

Cash flow from financing activities:

 

 

 

 

 

 

 

Line of credit, net

 

 

67,650,000

 

 

(7,800,000

)

Proceeds from sales of preferred and common stock

 

 

74,053,000

 

 

153,431,000

 

Proceeds from mortgage financings

 

 

26,333,000

 

 

62,817,000

 

Mortgage repayments

 

 

(5,263,000

)

 

(7,764,000

)

Contribution from minority interest partner

 

 

 

 

962,000

 

Distributions to minority interest partners in excess of earnings

 

 

(176,000

)

 

(701,000

)

Distributions to limited partners

 

 

(1,111,000

)

 

(461,000

)

Preferred distribution requirements

 

 

(5,907,000

)

 

(5,242,000

)

Distributions to common shareholders

 

 

(21,320,000

)

 

(14,430,000

)

Deferred financing costs

 

 

(926,000

)

 

(2,288,000

)

 

 



 



 

Net cash provided by financing activities

 

 

133,333,000

 

 

178,524,000

 

 

 



 



 

Net increase in cash and cash equivalents

 

 

7,317,000

 

 

2,233,000

 

Cash and cash equivalents at beginning of period

 

 

8,601,000

 

 

8,457,000

 

 

 



 



 

Cash and cash equivalents at end of period

 

$

15,918,000

 

$

10,690,000

 

 

 



 



 

9