761648--3/13/2006--CEDAR_SHOPPING_CENTERS

related topics

{investment, property, distribution}

{loan, real, estate}

{acquisition, growth, future}

{debt, indebtedness, cash}

{tax, income, asset}

{provision, law, control}

{cost, regulation, environmental}

{loss, insurance, financial}

{operation, natural, condition}

{cost, contract, operation}

{competitive, industry, competition}

Our performance and value are subject to risks associated with real estate assets and with the real estate industry. We have recently experienced and expect to continue to experience substantial growth and may not be able to integrate additional properties effectively into our operations or otherwise manage our growth, which in turn may adversely affect our operating results. Our substantial indebtedness may impede our operating performance and put us at a competitive disadvantage. We may not be successful in identifying suitable acquisitions that meet our criteria, which may impede our growth; if we do identify suitable acquisition targets, we may not be able to consummate such transactions on favorable terms. As substantially all of our revenues are derived from rental income, failure of tenants to pay rent or delays in arranging leases and occupancy of leased premises, particularly with respect to anchor tenants, could seriously harm our operating results and financial condition. Adverse market 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 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 us and our joint venture partners. The financial covenants in our loan agreements may restrict our operating or acquisition activities, which may harm our financial condition and operating results. Our properties consist primarily of community shopping and convenience centers. Our performance therefore is linked to economic conditions in the market for retail space generally. Substantially all of our properties are located in the Northeast and mid-Atlantic regions, which exposes us to greater economic risks than if our properties were owned in several geographic regions. Development and redevelopment activities may be delayed or otherwise may not achieve expected results. Potential losses may not be covered by insurance. 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. We could incur significant costs related to government regulation and litigation over environmental matters and various other federal, state and local regulatory requirements. Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction and depress our stock price. Future terrorist attacks could harm the demand for, and the value of, our properties.

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761648--3/13/2006--CEDAR_SHOPPING_CENTERS_INC