Good morning, everyone. Welcome to the Cedar Shopping Centers Inc. fourth quarter and year end 2009 earnings conference call. At this time all participants have been placed in a listen-only mode and the floor will be open for your questions following the presentation. It’s now my pleasure to turn the floor over to your host, Brad Cohen of ICR.

Although the company believes that expectations reflect in any forward-looking statements are based upon reasonable assumptions, they are subject to various risks and uncertainties. The Company can provide no assurance of expectations will be achieved and actual results may differ. Many of the factors and risks that could cause actual results to differ materially from expectations are detailed in the Company's press release and that release was put yesterday and from time-to-time in the Company's filings with the Securities and Exchange Commission. In the end, the Company undertakes no obligation to revise or update any forward-looking statements reflected in or circumstances after the date of the Company's release. It is now my pleasure to turn the call over the Mr. Leo Ullman, Chairman, Chief Executive Officer and President. Leo? Although the company believes that expectations reflect in any forward-looking statements are based upon reasonable assumptions, they are subject to various risks and uncertainties. The Company can provide no assurance of expectations will be achieved and actual results may differ. Many of the factors and risks that could cause actual results to differ materially from expectations are detailed in the Company's press release and that release was put yesterday and from time-to-time in the Company's filings with the Securities and Exchange Commission. In the end, the Company undertakes no obligation to revise or update any forward-looking statements reflected in or circumstances after the date of the Company's release. It is now my pleasure to turn the call over the Mr. Leo Ullman, Chairman, Chief Executive Officer and President. Leo?

Thank you very much, Brad, and I’m glad you’d memorized the disclaimer. Good morning, everyone. Thank you very much for joining us today on the Cedar Shopping Centers Earnings Conference Call for Fourth Quarter and Year End 2009 Results. With me on the call is Larry Kreider, our Chief Financial Officer. Other members of our team including Tom Richey, President of our Development and Construction Division, Brenda Walker, our Chief Operating Officer and Nancy Mozzachio, our Vice President of Leasing are also on the call and available to you. I’d like to take to discuss first various aspects of the consistent and remarkable strength of our company’s operations. Necessities retailing remains the strongest areas within the retailing sector. Such bread and butter stores and operations are, of course, the hallmark of our portfolio and the essence of our business plan and strategy. Our occupancy has remained at 95% for the last quarter, for the past year, for many past quarters and for many past years. The reason we have been able to maintain such remarkable occupancy levels in such difficult times is, in fact, quite simple. We primarily own properties with dominance super markets in the respective markets in stable areas of the Northeast. More than 75% of our properties are anchored by supermarkets and/or drug stores. In fact, more than a third of our base rental income is from supermarkets. It is also important to note that not only do our supermarket leases extend for more than a 11 years on average, excluding of course, extension options, but very importantly, the average supermarket rents are, in fact, higher than the rents for our other ancillary retail within our portfolio. This apparent anomaly is, in fact, contradiction to the focal or about shopping centers. Our supermarket anchors are and wish…

Thank you, Leo for full details of our financial results for the quarter ended December 31, 2009. I refer you to our press release issued last night as well as our supplemental financial information published on our Web site and also available at www.sec.gov. Our results in the fourth quarter featured tremendous strides we have made in securing our capital structure in a cost-effective manner and continued steady operating results. Because our operating results were consistent and well-documented in our press releases supplemental I will limit my discussion here. The stabilized occupancy remains 95%, bad debt expense remained approximately 2.5% of total revenues, and expense recoveries were at an acceptable 71%, consistent with last year. Lastly, core renewal leasing continues to show respectable results, increasing almost 5%. Operating cash flows reflecting seasonal timing of payments remain very substantive as well. Net cash provided by operations was $16.2 million in the fourth quarter of 2009 as compared to $9.2 million in the third quarter of 2009 Another operating non-GAAP cash flow measured Funds Available for Distribution or FAD was constant at approximately $7.12 million to $7.2 million for the fourth and third quarters, providing a dividend payout ratio of approximately 67% based on a reinstated dividend of $0.09 per share on a quarterly basis. It should be clear from our press release and prior announcements. Our financial position has improved dramatically as a result of the capital raising and financing activities in the fourth quarter of 2009 and first quarter of 2010. First in the fourth quarter we entered into $105 million of capital transactions with RioCan. In 2009, we closed on a $40 million sale of common stock. In 2009 and 2010, we closed on approximately $50 million of the $65 million we have agreed to receive from the transfers…

(Operator instructions). First up we go to Todd Thomas at KeyBanc Capital Markets. Todd Thomas – KeyBanc Capital Markets: Hi, good morning. I am on with Jordan Sadler as well.

Good morning, Todd and Jordan. Todd Thomas – KeyBanc Capital Markets: Just question on guidance, lot of your peers have provided same-store NOI forecast for 2010. I was just wondering if you could talk about what you think is in store for your portfolio next year, this year?

Well, as I said, our cash pro forma, our cash NOI, should be consistent with 2009. Todd Thomas – KeyBanc Capital Markets: Okay.

That is roughly same-store. Todd Thomas – KeyBanc Capital Markets: Right. And then looking over your development credit facility, I was just wondering which properties on that line and also are there any requirements as to how long you can leave the debt on the properties even if constructions complete in there, they are nearly stabilized?

You are talking to property – Todd Thomas – KeyBanc Capital Markets: The development credit facility

Developmental line of credit? Todd Thomas – KeyBanc Capital Markets: Correct.

The development.

I think there is no restriction on how long it can stay on, until the maturity of the facility, which at this point is mid-11 with an extension to '12. We have substantially completed and deliver four properties that were previously on the line and are still partially in the line. And we have two major re-tenanting projects that are involved with the line. The development property in cut stand will be included. We do not have any numbers yet for the Trexlertown and Shore Mall properties. Perhaps, the largest property that we have been in our portfolio the Upland joint venture property is largely delivered except for some small stores, perhaps, Tom, if you are on the line, perhaps you could give a little color to the remaining part.

I will be happy to, Leo. Upland Square, as you know, has a separate credit facility and we intend to spend some dollars fitting out tenet space or tenet spaces have been constructed there and that will depend on tenant absorption. The balance of what we need to spend on the line really relates to the same fit out work at the likes of Campbelltown, Blue Mountain Commons, Heritage Crossing and some others that are substantially delivered with some spaces yet to go. The remaining to be spent can range anywhere from $22 million to the $36 million that we specified earlier.

Todd and Jord, we don’t see any issue in today’s climate with placing properties specific debt on these properties. However, we do like to wait until they receive pretty full or achieve pretty full stabilization so that we achieve optimum fixed debt.

Also with at least for couple of these properties, there could be targets for merchant building solutions into a joint venture, including, for example, the RioCan joint venture. Under those circumstances we would wait for property specific debt on based on consultation with the joint venture partner. Todd Thomas – KeyBanc Capital Markets: Okay. And where is leasing at Upland Square right now? Can you provide an update on everything of that project?

All right. Nancy, are you on?

Yes.

And/or Tom?

We are relatively close to the number that we reported, I guess, last quarter. What we’re working on today are multiple letters of intent, I mean, in some cases, with the same space. We’re not prepared at this point in time to just take any deal if it’s not the right economic deal for us. We’re obviously interested in selling the space but we’re also interested in the growth of the NOI there. So, we are making progress and expect that we will report probably 3 or 4 percentage points above where we were at the end of last year with new deals. Jordan Sadler – KeyBanc Capital Markets: Okay. And it’s Jordan. I just wanted to dig in a little bit more to the cash NOI number being the same year-over-year. Larry, you said, it’s predominantly the same-store portfolio but I know, you, in the latter half of last year, completed handful of developments, obviously, and so, you got some contribution from those developments. And so, if you could maybe give us a little bit more insight or color into what happens between the core portfolio from an occupancy standpoint versus market rents, so that we may be able to sort of understand what goes on?

Here are the dynamics that are going on, on cash pro rata NOI. Indeed, we are adding significantly for NOI from our developments, as they achieve stabilization, catering that is the effect of contribution of the properties to the RioCan joint venture, which have the financial benefits that we have discussed. Jordan Sadler – KeyBanc Capital Markets: Okay. So you are suggesting that the core sort of same-store portfolio will also be flat year-over-year?

I believe that’s what – Jordan Sadler – KeyBanc Capital Markets: Is it fair?

That’s what we are projecting in our time. Jordan Sadler – KeyBanc Capital Markets: And that occupancy is down a couple hundred basis points or 100 basis points to 200 basis points with a positive mark-to-market on rents?

We have a specific plan with regard to our tenants and those that are leaving and tenants that we’re putting in, but its approximately constant occupancy overall. Jordan Sadler – KeyBanc Capital Markets: And then could you just clarify for me on the intangible lease liability and straight line rent amortization reduction you’re seeing next year. I guess on a cursory level the FAS 141 treatment of above market, below market rents, but essentially, so, what happens, and I don’t know this is the right characterization, when you under wrote these level of rents you had below market rents you had an intangible and there they you have amortized through and now that’s burning off as these leases expire. Would it be safe or fair to say that the market rents rolled down some amount from the time that you under wrote these deals and therefore you won’t be capturing the upside in the release so the renewal?

Yes, we set these time schedules five years ago or four years ago and that’s the fixed time, they are coming to the end in 2010 for, if we look at lease by lease. But at that time each tenant has a different story because its five years after we made our original projection, and in some case, our guidance reflects what we think is going to happen with regard to re-leasing. In some cases, we are re-leasing at higher rates, in some cases, there are renewing leases that are not still yet at market. Jordan Sadler – KeyBanc Capital Markets: Okay. We will follow up after. Thank you.

Todd, just an add on, take for example of a property that has a Kmart in it and we have a couple of those, where the rent is substantially below market and where we originally contemplated that Kmart would not renew and that we would be able to replace Kmart with a tenant at market and that sub-position at the outset was taken because Kmart filed and was not spending money on the stores that everybody assumed it was a real estate play. In fact, Kmart has renewed substantially all of its leases and certainly, those in our portfolio. And we have not been able to capture that increase while the market has remained at least at the higher number or better. Jordan Sadler – KeyBanc Capital Markets: That’s helpful, thank you.

All right.

Next up from Raymond James, we have RJ Milligan. RJ Milligan – Raymond James: Good morning, guys.

Good morning, RJ

Good morning. RJ Milligan – Raymond James: Can, Leo or Larry, can you talk about the other expense or the other revenue line this quarter was $1.3 million versus fourth quarter '08 it was $130,000, what’s in that line?

Yes, we had other revenues, it was the lease termination income of about 800,000 and we have $4,000 of other items.

The lease termination, the $800,000, was a ratable part of a payment that was made for the property at Oakhurst Plaza where Giant vacated to move into our new Blue Mountain Commons property, that was the largest part of that item. RJ Milligan – Raymond James: Sure, if you were to net out that one-time lease term, the same store is down more than 2.6%, means that the way to look at it, because that’s not a recurring number?

I don’t believe it would be down 2.6%. Looking at the cash number, I see, 24.9 versus 24 be up a little bit, roughly comparable. RJ Milligan – Raymond James: Okay, thank you guys.

Okay.

The question now from Mark Lutenski of BMO Capital Markets. Mark Lutenski – BMO Capital Markets: Hi, I was wondering if you could discuss your G&A expectations for 2010.

Well, we don’t expect anything unusual in 2010 but I have to point out that the number does bounce around quite a bit as a result of this mark-to-market which we have specifically excluded effects from our guidance. So I think the average over 2009 excluding the mark-to-market would be roughly comparable to 2010, that’s in our guidance. Mark Lutenski – BMO Capital Markets: Okay. And I’m wondering what’s your appetite for doing additional acquisition? I know you have approximately $500 million in that joint venture with RioCan, but do you really?

Let me just address that. First of all, there is no agreement on $500 million that was just announcement … Mark Lutenski – BMO Capital Markets: Up to $500 million?

I’m sorry. Mark Lutenski – BMO Capital Markets: Up to $500 million?

Up to $500 million, but it’s not a contractual term, it’s an expectation of the parties. We do have the two-year exclusives in our respective areas. We are very hopeful that we will reach those kind of numbers, and we are working very, very hard on that. What is interesting is that there has been for our kind of product being supermarket anchored properties in the northeast that are stable along the lines that RioCan and we, and our joint venture would be looking for. There is tremendous, tremendous demand and tremendous amounts of money available for this product, relatively little product coming on the market and enormous competitive bidding for these properties, involving 30 or more bidders at a time, and its coming from everywhere, be it foreign sources and government funds, pension funds, asset managers, representing various types of funds, smaller investors from the Mid East, from Europe, from Canada, and, of course, a number of the traditional large joint venture players. So there we do expect to be acquiring and we are working very hard on it and we have made serious inroads on a number of properties and we hope to be announcing those within the next couple of months. We did acquire our first property, as you are aware, with RioCan for approximately $19 million in a supermarket anchored property near Reading, and that’s a very attractive property, but again cap rates are being severely compressed at the moment to the point where acquiring a good property at above 8 is very, very difficult. Mark Lutenski – BMO Capital Markets: Okay, I appreciate the comments. And I was wondering you talked about positive rentals in your portfolio. I’m wondering what happened in the fourth quarter for the renewal they were down slightly and was there an aberration there?

No, the renewals were up with the exception of one specific tenancy and we have experienced very, very good results, so last time we spent quite a bit of time discussing physical fitness facilities where we put a couple of those away at very attractive increased rents. We have got the large Giant Eagle supermarket in Indiana, PA, which will be delivered or the Pad will be delivered this month and that’s a very attractive item. The one negative that affected the quarter’s results was the 85,000 square foot Burlington Coat Store, it renewed in the context of at the same time are terminating the value city lease at the Shore Mall property. Mark Lutenski – BMO Capital Markets: Thank you.

(Operator instructions). We’ll move on now to Steve Swett at Morgan Keegan. Steve Swett – Morgan Keegan: Thanks very much. Larry, with your interest assumption for next year and you said down $1.8 million on a quarterly basis from fourth quarter what are your expectations for capitalized interest and is that estimate include the in-changing capitalized interest?

Well, we expect capitalized interest to decrease somewhat as I think as evident you could see the trend already in our supplemental on our income statement where we do breakout the lines. Well, we do have some other projects that are continuing, but I would say, capitalized interest would remain at a lower level, but the $1.8 million is primarily the cash interest expense net up all the factors that are included. Steve Swett – Morgan Keegan: Okay. And then just related to the amortization of the intangible lease liabilities, is that something that just continues to roll down at a steady rate through the year to get to that $0.12 adjustment or is it more of a step down at the start of the year and then a flatter run rate?

I think it’s a steady rate during the year. Steve Swett – Morgan Keegan: Okay, it steps down to a steady rate or it declines to a steady rate?

I have to say we have to go down property by property, I don’t know that I have the quarterly step downs. There are some pretty large ones as you might imagine in there. Steve Swett – Morgan Keegan: Okay, I will follow up with you off-line. Thanks

Yes, I probably just don’t have a specific. Steve Swett – Morgan Keegan: Thanks very much.

We’ll move back to Todd Thomas. Todd Thomas – KeyBanc Capital Markets: Yes, hi, just a quick follow up. I was just wondering the guidance, I know, it doesn’t assume any fees from acquisitions or any acquisitions. Is that also for the $19 million asset that was already acquired or those fees excluded as well?

Well, on that property, we own, of course 20% but the fees are pretty small on that. And I don’t think we included them in our projections for the year.

It certainly was not included in our budget, which we did last year and the amount is small, we did consider it, but it’s just a small amount, did not move the needle. Todd Thomas – KeyBanc Capital Markets: Okay, and what about any fees from the first seven properties in the existing joint venture?

Those are included in our budget and our guidance that we did though. Todd Thomas – KeyBanc Capital Markets: And how much is the total fee income related to the joint venture and guidance?

I don’t have the specific amount there, so I have to… Todd Thomas – KeyBanc Capital Markets: Can you tell us the fee structure, so maybe we could arrive that is it off of asset value or equity value, third-party asset?

I will give you the fee structure, its 3.5% of gross revenues. And with respect to leasing, it’s generally in the order of 5% step down to half of that with renewals, construction management is 5% of construction costs, the acquisition fees don’t come into play. A financing fee could come into play for at least two of the properties and in the years some more beyond that. And I think that’s about it. The acquisition fees as I said didn’t apply. The refinancing fees for existing loans or for new loans on the same properties are basically a 0.25%. Todd Thomas – KeyBanc Capital Markets: And there is no asset management fee right, there is just the property management?

There is no asset management fee as such –. Todd Thomas – KeyBanc Capital Markets: And the acquisition fees would apply on going forward acquisitions like on the $19 million and on the next ones you do?

Yes. Todd Thomas – KeyBanc Capital Markets: And what is that –?

It’s about $560,000 for the seven properties on an annual basis, now, not all those properties that have been contributors yet, so the property management fees don’t commence until contribution.

Just to answer the other half of your question, Todd, the fees are 0.75%; acquisition fee was $150,000 cap per property. Todd Thomas – KeyBanc Capital Markets: Okay, great, all right, thank you.

Our last question will come from Ben Rosenzweig at Privet Fund Management. Ben Rosenzweig – Privet Fund Management: Hey, guys, thanks for taking my question. Quickly on the income statement what’s the increase in G&A contributed to?

In the fourth quarter? Ben Rosenzweig – Privet Fund Management: Yes, in the fourth quarter

It is a basis that were accrued based on performance at the end of the year and stock-based compensation awards amortization, the only accrued in the fourth quarter. Ben Rosenzweig – Privet Fund Management: Okay, so just the extra comp there. The impairment charges from the discontinued op that you guys talked about, that was the disposition of those drug store properties in Ohio, can you guys elaborate, was it more than that?

Yes, the impairment charges were attributable to the Ohio properties, but we also announced the impairment relevant to the properties contributed to the joint venture. Ben Rosenzweig – Privet Fund Management: Right, right, but I think it will come out as discontinued ops for the Ohio

Yes.

That’s correct. Ben Rosenzweig – Privet Fund Management: So, can you kind of talk about those properties in a little bit more detail like, how did you select those, are you trying to exit the drug market in Ohio, what kind of cap rates did you see on those or –?

I can generally discuss those. We have a nine properties that we’re talking about in this context. A couple of those were net lease generally single asset properties or single tenant properties. A couple of those were in New York. They involved tenants like CVS and Staples. We did consciously try to identify properties in our Ohio portfolio that were relatively easily saleable. Our greatest concern in that area has been the Columbus area where we have experienced some vacancies. But we have at this point sold eight and we have one that’s pending. And the impairment that we announced was about 3.5 million and the gain was about a 0.5 million. But in terms of identifying them its properties that we thought were relatively saleable, easily saleable and we continue to look for those opportunities. But the estimates that was in one of the reports that the cap rates of 9 to 10 is probably pretty accurate, with the exception of McDonald’s Waffle House property we sold at a 6 cap, but sadly enough that’s not prevailing. Ben Rosenzweig – Privet Fund Management: Right. And so, when you say easily saleable, just from what I’ve seen that means basically good occupancy maybe like sub-6% non-recourse financing with like 5 to 7% available or 5% to 7% remaining years, is how you kind of define as easily saleable?

I think that’s right. It’s historically been sort of a good product for the 10/31 purchasers who would have been in the past been able to finance up to 100% of the cash flow. That is not really generally available at the moment, so we have been selling the kind of properties that you’ve mentioned and we’ve gotten half a dozen offers on them and generally private local developers and owners rather than the dentists and doctors, etc., that we used to get. Ben Rosenzweig – Privet Fund Management: Right. Okay. And then, just kind of turning towards occupancy at the stabilized portfolio, I know that you guys what you report is more of the financial occupancy, can you kind of speak to what’s the physical occupancy, was at the end of the fourth quarter and how you see that trending?

I don’t think there is any meaningful difference between physical occupancy and financial occupancy. There are virtually no tenants paying rent to ardent occupancy, there are a couple, we have one grocer, for example, paying rent and no longer in occupancy. We have, I guess, about four properties where larger tenants are paying rent, but not in occupancy. They go out as far as 2027 in one case for a Shaw’s in Massachusetts, but otherwise there isn’t a heck of a lot that isn’t in occupancy. Our shopping centers are operating and they are highly occupied. Ben Rosenzweig – Privet Fund Management: Okay. So you are basically talking about the 58,000 square foot farm fresh in Kempsville Crossing Virginia that moved down October, lease until 2014 –

Right. Ben Rosenzweig – Privet Fund Management: And you talked about the Shaw’s West Bridgewater Plaza, 57,000 square feet, what about the Sam’s Club in Connecticut. I think it was over 100,000 square feet that moved out but they still got a lease.

Well, that has moved out and we at the time that we bought the property we thought they would move out. We knew that they were likely to move toward side across the street, which they have done and we have been working with very much with Nancy’s group to replace that tenant. And we are fairly positive about that. Ben Rosenzweig – Privet Fund Management: Okay. So, just that’s 200 plus basis points of divergence between physical and financial?

I think that’s right. With the exception of those four grocers they are four, another one that will close is that the Ukrop’s in Fredericksburg, Virginia, where again, they will continue to pay rent. Ben Rosenzweig – Privet Fund Management: Right, okay. And then just I know you guys had disclosed the Giant that moved across to Blue Mountain Commons in Oakhurst, and they pay the lease termination fee. I noted that you guys moved in your classification Oakhurst to a re-tenanting property. I think I am so not exactly sure what that means. I know what you have redevelopment and you got ground up development, you don’t count it in your stabilized portfolio, but what exactly is re-tenanting, it’s just seems that when somebody moves out, it’s goes into re-tenanting, but how does that seems the classification?

Primarily that it goes below the stabilized level. And that point we put it into re-tenanting and at that property, with the supermarket moving out, we have also had a couple of smaller ones that either have moved or in the process of moving out. But there again, we expect to re-tenant the property but the re-tenanting is that one, I think we also have that at Lake Raystown and we have it at the Giant Eagle property in Indiana, PA that I mentioned. We are still including all of that at the 91% level that we announced. So it’s all in our numbers and even with those we’re at 91% plus occupancy. It’s actually a fraction over 91%. Ben Rosenzweig – Privet Fund Management: Right. I know you guys disclosed the occupancy of your overall portfolio. When I pull up the press releases it’s a big, big thing is its occupancy, 95%. So that’s just of the properties that are over80% basically.

It’s correct, which is most of our properties, but – Ben Rosenzweig – Privet Fund Management: Right, right.

Yes. Ben Rosenzweig – Privet Fund Management: Okay. Just wanted to make sure I understood everything, thanks for the color guys.

Right.

Thank you.

With that ladies and gentlemen, we will thank you for participating in the question and answer session. I will turn things back over to Leo Ullman for any additional or closing remarks.

Thank you very much, operator. My closing comments largely mirror the comments of the outset of the call. Our company overcame one of the most difficult years in the country’s history with remarkable strength. Our occupancy, revenues and NOI were generally undiminished. We also successfully renewed our credit facilities, reduced our debt and as mentioned earlier, carried on our capital recycling strategy, including the sale of some properties. At the same time we put ourselves in a position through our joint venture with RioCan and with substantial availability under our credit facilities to take advantage of some fine investment opportunities. With the deep and experienced management team to effectively take advantage of these opportunities, we expect to strongly drive shareholder value during this and coming years. Thank you very much.

Ladies and gentlemen, again, thanks for joining us. That will conclude today's call. Have a good day.