##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-32649
 COGDELL SPENCER INC.
  Maryland
    
    20-3126457(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)4401 Barclay Downs Drive, Suite 300Charlotte, North Carolina
    
    28209(Address of principal executive offices)
    
    (Zip code)
 (704) 940-2900
 
 þ o
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATION
    
    3Item 1
    
    Financial Statements
    
    3Item 2
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    26Item 3
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    39Item 4
    
    Controls and Procedures
    
    39PART II
    
    Other Information
    
    39Item 1
    
    Legal Proceedings
    
    39Item 1A
    
    Risk Factors
    
    40Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    41Item 3
    
    Defaults Upon Senior Securities
    
    41Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    41Item 5
    
    Other Information
    
    42Item 6
    
    Exhibits
    
    42Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 32.1
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 COGDELL SPENCER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2008
    
    
    2007AssetsReal estate properties:Land
    
    $
    30,673
    
    
    $
    30,673Buildings and improvements
    
    
    496,264
    
    
    
    455,606Less: Accumulated depreciation
    
    
    (56,974
    )
    
    
    (44,596
    )Net operating real estate properties
    
    
    469,963
    
    
    
    441,683Construction in progress
    
    
    2,889
    
    
    
    13,380Net real estate properties
    
    
    472,852
    
    
    
    455,063Cash and cash equivalents
    
    
    5,088
    
    
    
    3,555Restricted cash
    
    
    18,078
    
    
    
    1,803Tenant and accounts receivable, net of allowance
of $184 in 2008 and $19 in 2007
    
    
    49,827
    
    
    
    2,249Goodwill and intangible assets, net of accumulated
amortization of $27,402 in 2008 and $18,728 in 2007
    
    
    313,767
    
    
    
    31,589Other assets
    
    
    30,559
    
    
    
    11,978Total assets
    
    $
    890,171
    
    
    $
    506,237Liabilities and stockholders equityMortgage notes payable
    
    $
    242,033
    
    
    $
    237,504Revolving credit facility
    
    
    114,000
    
    
    
    79,200Term loan
    
    
    100,000
    
    
    
    Accounts payable
    
    
    29,028
    
    
    
    5,817Billings in excess of costs and estimated earnings
on uncompleted contracts
    
    
    32,796
    
    
    
    Deferred income taxes
    
    
    40,107
    
    
    
    217Payable to MEA shareholders
    
    
    24,003
    
    
    
    Other liabilities
    
    
    40,976
    
    
    
    21,243Total liabilities
    
    
    622,943
    
    
    
    343,981Commitments
and contingenciesMinority interests in real estate partnerships
    
    
    2,499
    
    
    
    2,434Minority interests in operating partnership
    
    
    93,575
    
    
    
    44,787Stockholders equity:Preferred stock, $0.01 par value; 50,000 shares
authorized, none issued or outstanding
    
    
    
    
    
    
    Common Stock; $0.01 par value; 200,000 shares
authorized, 15,403 and 11,948 shares issued
and outstanding in 2008 and 2007,
respectively
    
    
    154
    
    
    
    119Additional paid-in capital
    
    
    236,070
    
    
    
    166,901Accumulated other comprehensive income (loss)
    
    
    113
    
    
    
    (1,234
    )Accumulated deficit
    
    
    (65,183
    )
    
    
    (50,751
    )Total stockholders equity
    
    
    171,154
    
    
    
    115,035Total liabilities and stockholders equity
    
    $
    890,171
    
    
    $
    506,237
  3




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COGDELL SPENCER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008
    
    
    June 30, 2007Revenues:Rental revenue
    
    $
    19,300
    
    
    $
    14,624
    
    
    $
    37,991
    
    
    $
    28,945Design-Build contract revenue and other sales
    
    
    78,021
    
    
    
    
    
    
    
    101,956
    
    
    
    Property management and other fees
    
    
    835
    
    
    
    826
    
    
    
    1,672
    
    
    
    1,770Development management and other income
    
    
    110
    
    
    
    21
    
    
    
    129
    
    
    
    251Total revenues
    
    
    98,266
    
    
    
    15,471
    
    
    
    141,748
    
    
    
    30,966Expenses:Property operating and management
    
    
    7,841
    
    
    
    6,065
    
    
    
    15,040
    
    
    
    11,969Costs related to design-build contract revenue and
other sales
    
    
    66,286
    
    
    
    
    
    
    
    87,330
    
    
    
    Selling, general, and administrative
    
    
    8,488
    
    
    
    1,657
    
    
    
    12,789
    
    
    
    3,764Depreciation and amortization
    
    
    12,380
    
    
    
    6,749
    
    
    
    21,404
    
    
    
    13,391Total expenses
    
    
    94,995
    
    
    
    14,471
    
    
    
    136,563
    
    
    
    29,124Income from operations before other income (expense), income
tax expense (benefit), minority interests in real estate
partnerships, and minority interests in operating partnership
    
    
    3,271
    
    
    
    1,000
    
    
    
    5,185
    
    
    
    1,842Other income (expense):Interest and other income, net
    
    
    218
    
    
    
    179
    
    
    
    473
    
    
    
    580Interest expense
    
    
    (6,857
    )
    
    
    (3,188
    )
    
    
    (11,952
    )
    
    
    (7,223
    )Equity in earnings (loss) of unconsolidated real
estate partnerships
    
    
    5
    
    
    
    4
    
    
    
    7
    
    
    
    (5
    )Total other income (expense)
    
    
    (6,634
    )
    
    
    (3,005
    )
    
    
    (11,472
    )
    
    
    (6,648
    )Loss from operations before income tax expense (benefit),
minority interests in real estate partnerships, and minority
interests in operating partnership
    
    
    (3,363
    )
    
    
    (2,005
    )
    
    
    (6,287
    )
    
    
    (4,806
    )Income tax expense (benefit)
    
    
    (383
    )
    
    
    26
    
    
    
    (740
    )
    
    
    170Loss from operations before minority interests in real estate
partnerships, and minority interests in operating partnership
    
    
    (2,980
    )
    
    
    (2,031
    )
    
    
    (5,547
    )
    
    
    (4,976
    )Minority interests in real estate partnerships
    
    
    48
    
    
    
    (22
    )
    
    
    62
    
    
    
    (39
    )Minority interests in operating partnership
    
    
    1,089
    
    
    
    562
    
    
    
    1,841
    
    
    
    1,611Net loss
    
    $
    (1,843
    )
    
    $
    (1,491
    )
    
    $
    (3,644
    )
    
    $
    (3,404
    )Net loss per share  basic and diluted
    
    $
    (0.12
    )
    
    $
    (0.12
    )
    
    $
    (0.24
    )
    
    $
    (0.34
    )Weighted average common shares  basic and diluted
    
    
    15,393
    
    
    
    11,931
    
    
    
    14,879
    
    
    
    10,153
  4




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COGDELL SPENCER INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 AccumulatedNumber of
    
    
    
    
    
    
    Additional
    
    
    OtherCommon
    
    
    Common
    
    
    Paid-in
    
    
    Comprehensive
    
    
    AccumulatedShares
    
    
    Stock
    
    
    Capital
    
    
    Income (Loss)
    
    
    Deficit
    
    
    TotalBalance at December 31, 2007
    
    
    11,948
    
    
    $
    119
    
    
    $
    166,901
    
    
    $
    (1,234
    )
    
    $
    (50,751
    )
    
    $
    115,035Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,644
    )
    
    
    (3,644
    )Unrealized gain on
interest rate swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,347
    
    
    
    
    
    
    
    1,347Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,297
    )Issuance of common stock, net
of costs
    
    
    3,449
    
    
    
    35
    
    
    
    53,738
    
    
    
    
    
    
    
    
    
    
    
    53,773Restricted stock grants
    
    
    6
    
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    94Amortization of restricted
stock grants
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    32Dividends to common stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,788
    )
    
    
    (10,788
    )Adjustment to record change of
interest
in the operating partnership
due to the
issuance of operating
partnership units
in excess of book value
    
    
    
    
    
    
    
    
    
    
    15,305
    
    
    
    
    
    
    
    
    
    
    
    15,305Balance at June 30, 2008
    
    
    15,403
    
    
    $
    154
    
    
    $
    236,070
    
    
    $
    113
    
    
    $
    (65,183
    )
    
    $
    171,154
  5




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COGDELL SPENCER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Six Months EndedJune 30, 2008
    
    
    June 30, 2007Operating activities:Net loss
    
    $
    (3,644
    )
    
    $
    (3,404
    )Adjustments to reconcile net loss to cash
provided by operating activities:Minority interests
    
    
    (1,903
    )
    
    
    (1,572
    )Depreciation and amortization
    
    
    21,404
    
    
    
    13,391Amortization of acquired above market leases and
acquired below market leases, net
    
    
    (369
    )
    
    
    (341
    )Straight line rental revenue
    
    
    (263
    )
    
    
    (153
    )Amortization
of deferred financing costs and debt
premium
    
    
    482
    
    
    
    127Deferred income taxes
    
    
    (1,103
    )
    
    
    Equity-based compensation
    
    
    894
    
    
    
    132Equity in loss (earnings) of unconsolidated
real estate partnerships
    
    
    (7
    )
    
    
    5Changes in operating assets and liabilities:Tenant and accounts receivable and other assets
    
    
    4,171
    
    
    
    (603
    )Accounts payable and other liabilities
    
    
    (14,290
    )
    
    
    4,029Billings in excess of costs and estimated earnings
on uncompleted contracts
    
    
    (4,338
    )
    
    
    Net cash provided by operating activities
    
    
    1,034
    
    
    
    11,611Investing activities:Business acquisition, net of cash acquired
    
    
    (130,586
    )
    
    
    Investment in real estate properties
    
    
    (28,590
    )
    
    
    (55,139
    )Purchase of minority interests in operating partnership
    
    
    (281
    )
    
    
    (3,653
    )Proceeds from sales-type capital lease
    
    
    153
    
    
    
    153Purchase of corporate equipment
    
    
    (568
    )
    
    
    (333
    )Distributions received from unconsolidated real
estate partnerships
    
    
    5
    
    
    
    Increase in restricted cash
    
    
    (11,176
    )
    
    
    (131
    )Net cash used in investing activities
    
    
    (171,043
    )
    
    
    (59,103
    )Financing activities:Proceeds from mortgage notes payable
    
    
    1,778
    
    
    
    42,250Repayments of mortgage notes payable
    
    
    (1,535
    )
    
    
    (15,840
    )Proceeds from revolving credit facility
    
    
    94,500
    
    
    
    35,200Repayments to revolving credit facility
    
    
    (59,700
    )
    
    
    (78,687
    )Proceeds from term loan
    
    
    100,000
    
    
    
    Net proceeds from sale of common stock
    
    
    53,773
    
    
    
    78,404Dividends and distributions
    
    
    (14,244
    )
    
    
    (10,191
    )Equity contribution by partner in consolidated real
estate partnerships
    
    
    206
    
    
    
    Distributions to minority interests in real estate
partnership
    
    
    (79
    )
    
    
    (68
    )Payment of deferred financing costs
    
    
    (3,157
    )
    
    
    (428
    )Net cash provided by financing activities
    
    
    171,542
    
    
    
    50,640Increase in cash and cash equivalents
    
    
    1,533
    
    
    
    3,148Balance at beginning of period
    
    
    3,555
    
    
    
    1,029Balance at end of period
    
    $
    5,088
    
    
    $
    4,177Supplemental disclosure of cash flow information:Cash paid for interest, net of capitalized interest
    
    $
    9,534
    
    
    $
    7,172Cash paid for income taxes
    
    $
    2,579
    
    
    $
    229Noncash investing and financing activities:Operating Partnership Units issued or to be issued in
connection with the acquisition of a business or real
estate property
    
    
    81,673
    
    
    
    3,583Investment in real estate costs contributed by partner in
a consolidated real estate partnership
    
    
    
    
    
    
    460Accrued dividends and distributions
    
    
    8,633
    
    
    
    5,728
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COGDELL SPENCER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Business Description
   2. Summary of Significant Accounting Policies
 Basis of Presentation
   Interim Financial Information
  Use of Estimates in Financial Statements
  7




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Revenue Recognition
 Rental Revenue and Property Management.
  Design-Build Contract Revenues and Development Management.
   Gains on Disposition of Real Estate.
 8




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Other income.
 Income Taxes
     Warranties
   9




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For the Three Months Ended
    
    
    For the Six Months EndedJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008
    
    
    June 30, 2007Balance at the beginning of period
    
    $
    2,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Erdman acquisition
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    Accruals
    
    
    541
    
    
    
    
    
    
    
    541
    
    
    
    Settlements
    
    
    (541
    )
    
    
    
    
    
    
    (541
    )
    
    
    Balance at the end of period
    
    $
    2,000
    
    
    $
    
    
    
    $
    2,000
    
    
    $
    
 Deferred Financing Costs
  Per Share Data
  Concentrations and Credit Risk
   Reclassifications
  Recent Accounting Pronouncements
 
 10




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3. Business and Property Acquisitions
 Merger with Erdman
    11




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Fair value of OP Units issued and to be issued
    
    $
    81,347Cash consideration, net of cash acquired
    
    
    145,234Total purchase price, net of cash acquired
    
    $
    226,581
    12




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Accounts receivable, including retainage receivables
    
    $
    52,637Goodwill and intangible assets
    
    
    287,500Other assets
    
    
    14,381Accounts payable
    
    
    (27,449
    )Billings in excess of costs and estimated earnings
on uncompleted contracts
    
    
    (37,134
    )Deferred income taxes
    
    
    (40,185
    )Other liabilities
    
    
    (23,169
    )Total purchase price, net of cash acquired
    
    $
    226,581
  Property Acquisitions
     Building and improvements
    
    $
    20,259Acquired ground or air rights leases
    
    
    325Acquired in place lease value and deferred leasing costs
    
    
    2,948Acquired above market leases
    
    
    10Total purchase price allocated
    
    $
    23,542
  For the Three Months Ended
    
    For the Six Months EndedJune 30, 2008
    
    June 30, 2007
    
    June 30, 2008
    
    June 30, 2007Revenue
    
    $
    98,266
    
    
    $
    87,377
    
    
    $
    190,721
    
    
    $
    174,779Net loss
    
    
    (260
    )
    
    
    (74
    )
    
    
    (4,861
    )
    
    
    (571
    )Net loss per share  basic and diluted
    
    $
    (0.02
    )
    
    $
    (0.01
    )
    
    $
    (0.33
    )
    
    $
    (0.06
    )
  4. Investments in Real Estate Partnerships
   13




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
    
    BSB Health/MOB Limited Partnership No. 2, a Delaware limited
partnership, founded in 2002, owns nine medical office buildings, and
2.0% owned by the Company;
    
    Shannon Health/MOB Limited Partnership No. 1, a Delaware limited
partnership, founded in 2001, owns ten medical office buildings, and
2.0% owned by the Company; and
    
    McLeod Medical Partners, LLC, a South Carolina limited liability
company, founded in 1982, owns three medical office buildings, and
1.1% owned by the Company.
  
    
    Cogdell General Health Campus MOB, LP, a Pennsylvania limited
partnership, founded in 2006, owns one medical office building, and
80.9% owned by the Company;
    
    Mebane Medical Investors, LLC, a North Carolina limited liability
company, founded in 2006, owns one medical office building, and 44.0%
owned by the Company; and
    
    Rocky Mount MOB, LLC, a North Carolina limited liability company,
founded in 2002, owns one medical office building, and 34.5% owned by
the Company.
    As of
    
    As ofJune 30,
    
    December 31,2008
    
    2007Financial position:Total assets
    
    $
    57,422
    
    
    $
    57,406Total liabilities
    
    
    49,949
    
    
    
    50,725Members equity
    
    
    7,473
    
    
    
    6,681
 For the Three Months Ended
    
    For the Six Months EndedJune 30, 2008
    
    June 30, 2007
    
    June 30, 2008
    
    June 30, 2007Results of operations:Total revenues
    
    $
    3,117
    
    
    $
    3,009
    
    
    $
    6,104
    
    
    $
    5,888Operating and general and
administrative expenses
    
    
    1,202
    
    
    
    1,402
    
    
    
    2,664
    
    
    
    2,575Net income
    
    
    525
    
    
    
    170
    
    
    
    608
    
    
    
    447
 5. Business Segments
  14




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15




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Design-BuildProperty
    
    
    and
    
    
    UnallocatedThree months ended June 30, 2008:
    
    Operations
    
    
    Development
    
    
    and Other
    
    
    TotalRevenues:Rental revenue
    
    $
    19,300
    
    
    $
    
    
    
    $
    
    
    
    $
    19,300Design-Build contract revenue and other sales
    
    
    
    
    
    
    78,021
    
    
    
    
    
    
    
    78,021Property management and other fees
    
    
    835
    
    
    
    
    
    
    
    
    
    
    
    835Development management and other income
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    110Total revenues
    
    
    20,135
    
    
    
    78,131
    
    
    
    
    
    
    
    98,266Certain operating expenses:Property operating and management
    
    
    7,841
    
    
    
    
    
    
    
    
    
    
    
    7,841Costs related to design-build contract revenue and other sales
    
    
    
    
    
    
    66,286
    
    
    
    
    
    
    
    66,286Selling, general, and administrative
    
    
    
    
    
    
    5,800
    
    
    
    
    
    
    
    5,800Total certain operating expenses
    
    
    7,841
    
    
    
    72,086
    
    
    
    
    
    
    
    79,92712,294
    
    
    
    6,045
    
    
    
    
    
    
    
    18,339Other income (expense)
    
    
    151
    
    
    
    46
    
    
    
    21
    
    
    
    218Corporate general and administrative expenses
    
    
    
    
    
    
    
    
    
    
    (2,688
    )
    
    
    (2,688
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    (6,857
    )
    
    
    (6,857
    )Provision for income taxes applicable to funds from
operations modified
    
    
    
    
    
    
    
    
    
    
    (1,248
    )
    
    
    (1,248
    )Depreciation and amortization
    
    
    
    
    
    
    (306
    )
    
    
    (66
    )
    
    
    (372
    )Earnings from unconsolidated real estate partnerships,
before real estate related depreciation and amortization
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    8Minority interests in real estate partnerships, before
real estate related depreciation and amortization
    
    
    (74
    )
    
    
    
    
    
    
    
    
    
    
    (74
    )Funds from operations modified (FFOM)
    
    
    12,379
    
    
    
    5,785
    
    
    
    (10,838
    )
    
    
    7,326Amortization of intangibles related to purchase
accounting, net of income tax benefit
    
    
    (42
    )
    
    
    (4,140
    )
    
    
    1,631
    
    
    
    (2,551
    )Funds from operations (FFO)
    
    
    12,337
    
    
    
    1,645
    
    
    
    (9,207
    )
    
    
    4,775Real estate related depreciation and amortization
    
    
    (7,707
    )
    
    
    
    
    
    
    
    
    
    
    (7,707
    )Minority interests in operating partnership
    
    
    
    
    
    
    
    
    
    
    1,089
    
    
    
    1,089Net income (loss)
    
    $
    4,630
    
    
    $
    1,645
    
    
    $
    (8,118
    )
    
    $
    (1,843
    )Total assets
    
    $
    549,566
    
    
    $
    339,905
    
    
    $
    700
    
    
    $
    890,171
 16




---



##### Table of Contents



Design-BuildProperty
    
    
    and
    
    
    UnallocatedThree months ended June 30, 2007:
    
    Operations
    
    
    Development
    
    
    and Other
    
    
    TotalRevenues:Rental revenue
    
    $
    14,624
    
    
    $
    
    
    
    $
    
    
    
    $
    14,624Design-Build contract revenue and other sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Property management and other fees
    
    
    826
    
    
    
    
    
    
    
    
    
    
    
    826Development management and other income
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    21Total revenues
    
    
    15,450
    
    
    
    21
    
    
    
    
    
    
    
    15,471Certain operating expenses:Property operating and management
    
    
    6,065
    
    
    
    
    
    
    
    
    
    
    
    6,065Costs related to design-build contract revenue and other sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Selling, general, and administrative
    
    
    
    
    
    
    149
    
    
    
    
    
    
    
    149Total certain operating expenses
    
    
    6,065
    
    
    
    149
    
    
    
    
    
    
    
    6,2149,385
    
    
    
    (128
    )
    
    
    
    
    
    
    9,257Other income (expense)
    
    
    147
    
    
    
    
    
    
    
    32
    
    
    
    179Corporate general and administrative expenses
    
    
    
    
    
    
    
    
    
    
    (1,508
    )
    
    
    (1,508
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    (3,188
    )
    
    
    (3,188
    )Provision for income taxes applicable to funds from
operations modified
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    (42
    )Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    (35
    )
    
    
    (35
    )Earnings from unconsolidated real estate partnerships,
before real estate related depreciation and amortization
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    11Minority interests in real estate partnerships, before
real estate related depreciation and amortization
    
    
    (43
    )
    
    
    
    
    
    
    
    
    
    
    (43
    )Funds from operations modified (FFOM)
    
    
    9,500
    
    
    
    (128
    )
    
    
    (4,741
    )
    
    
    4,631Amortization of intangibles related to purchase
accounting, net of income tax benefit
    
    
    (42
    )
    
    
    
    
    
    
    16
    
    
    
    (26
    )Funds from operations (FFO)
    
    
    9,458
    
    
    
    (128
    )
    
    
    (4,725
    )
    
    
    4,605Real estate related depreciation and amortization
    
    
    (6,658
    )
    
    
    
    
    
    
    
    
    
    
    (6,658
    )Minority interests in operating partnership
    
    
    
    
    
    
    
    
    
    
    562
    
    
    
    562Net income (loss)
    
    $
    2,800
    
    
    $
    (128
    )
    
    $
    (4,163
    )
    
    $
    (1,491
    )Total assets
    
    $
    504,856
    
    
    $
    741
    
    
    $
    640
    
    
    $
    506,237
 17




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##### Table of Contents



Design-BuildProperty
    
    
    and
    
    
    UnallocatedSix months ended June 30, 2008:
    
    Operations
    
    
    Development
    
    
    and Other
    
    
    TotalRevenues:Rental revenue
    
    $
    37,991
    
    
    $
    
    
    
    $
    
    
    
    $
    37,991Design-Build contract revenue and other sales
    
    
    
    
    
    
    101,956
    
    
    
    
    
    
    
    101,956Property management and other fees
    
    
    1,672
    
    
    
    
    
    
    
    
    
    
    
    1,672Development management and other income
    
    
    
    
    
    
    129
    
    
    
    
    
    
    
    129Total revenues
    
    
    39,663
    
    
    
    102,085
    
    
    
    
    
    
    
    141,748Certain operating expenses:Property operating and management
    
    
    15,040
    
    
    
    
    
    
    
    
    
    
    
    15,040Costs related to design-build contract revenue and other sales
    
    
    
    
    
    
    87,330
    
    
    
    
    
    
    
    87,330Selling, general, and administrative
    
    
    
    
    
    
    7,681
    
    
    
    
    
    
    
    7,681Total certain operating expenses
    
    
    15,040
    
    
    
    95,011
    
    
    
    
    
    
    
    110,05124,623
    
    
    
    7,074
    
    
    
    
    
    
    
    31,697Other income (expense)
    
    
    319
    
    
    
    85
    
    
    
    69
    
    
    
    473Corporate general and administrative expenses
    
    
    
    
    
    
    
    
    
    
    (5,108
    )
    
    
    (5,108
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    (11,952
    )
    
    
    (11,952
    )Provision for income taxes applicable to funds from
operations modified
    
    
    
    
    
    
    
    
    
    
    (1,312
    )
    
    
    (1,312
    )Depreciation and amortization
    
    
    
    
    
    
    (421
    )
    
    
    (112
    )
    
    
    (533
    )Earnings from unconsolidated real estate partnerships,
before real estate related depreciation and amortization
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    13Minority interests in real estate partnerships, before
real estate related depreciation and amortization
    
    
    (152
    )
    
    
    
    
    
    
    
    
    
    
    (152
    )Funds from operations modified (FFOM)
    
    
    24,803
    
    
    
    6,738
    
    
    
    (18,415
    )
    
    
    13,126Amortization of intangibles related to purchase
accounting, net of income tax benefit
    
    
    (84
    )
    
    
    (5,172
    )
    
    
    2,052
    
    
    
    (3,204
    )Funds from operations (FFO)
    
    
    24,719
    
    
    
    1,566
    
    
    
    (16,363
    )
    
    
    9,922Real estate related depreciation and amortization
    
    
    (15,407
    )
    
    
    
    
    
    
    
    
    
    
    (15,407
    )Minority interests in operating partnership
    
    
    
    
    
    
    
    
    
    
    1,841
    
    
    
    1,841Net income (loss)
    
    $
    9,312
    
    
    $
    1,566
    
    
    $
    (14,522
    )
    
    $
    (3,644
    )Total assets
    
    $
    549,566
    
    
    $
    339,905
    
    
    $
    700
    
    
    $
    890,171
 18




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##### Table of Contents



Design-BuildProperty
    
    
    and
    
    
    UnallocatedSix months ended June 30, 2007:
    
    Operations
    
    
    Development
    
    
    and Other
    
    
    TotalRevenues:Rental revenue
    
    $
    28,945
    
    
    $
    
    
    
    $
    
    
    
    $
    28,945Design-Build contract revenue and other sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Property management and other fees
    
    
    1,770
    
    
    
    
    
    
    
    
    
    
    
    1,770Development management and other income
    
    
    
    
    
    
    251
    
    
    
    
    
    
    
    251Total revenues
    
    
    30,715
    
    
    
    251
    
    
    
    
    
    
    
    30,966Certain operating expenses:Property operating and management
    
    
    11,969
    
    
    
    
    
    
    
    
    
    
    
    11,969Costs related to design-build contract revenue and other sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Selling, general, and administrative
    
    
    
    
    
    
    266
    
    
    
    
    
    
    
    266Total certain operating expenses
    
    
    11,969
    
    
    
    266
    
    
    
    
    
    
    
    12,23518,746
    
    
    
    (15
    )
    
    
    
    
    
    
    18,731Other income (expense)
    
    
    306
    
    
    
    208
    
    
    
    66
    
    
    
    580Corporate general and administrative expenses
    
    
    
    
    
    
    
    
    
    
    (3,498
    )
    
    
    (3,498
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    (7,223
    )
    
    
    (7,223
    )Provision for income taxes applicable to funds from
operations modified
    
    
    
    
    
    
    
    
    
    
    (203
    )
    
    
    (203
    )Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    (60
    )
    
    
    (60
    )Earnings from unconsolidated real estate partnerships,
before real estate related depreciation and amortization
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    8Minority interests in real estate partnerships, before
real estate related depreciation and amortization
    
    
    (86
    )
    
    
    
    
    
    
    
    
    
    
    (86
    )Funds from operations modified (FFOM)
    
    
    18,974
    
    
    
    193
    
    
    
    (10,918
    )
    
    
    8,249Amortization of intangibles related to purchase
accounting, net of income tax benefit
    
    
    (85
    )
    
    
    
    
    
    
    33
    
    
    
    (52
    )Funds from operations (FFO)
    
    
    18,889
    
    
    
    193
    
    
    
    (10,885
    )
    
    
    8,197Real estate related depreciation and amortization
    
    
    (13,212
    )
    
    
    
    
    
    
    
    
    
    
    (13,212
    )Minority interests in operating partnership
    
    
    
    
    
    
    
    
    
    
    1,611
    
    
    
    1,611Net income (loss)
    
    $
    5,677
    
    
    $
    193
    
    
    $
    (9,274
    )
    
    $
    (3,404
    )Total assets
    
    $
    504,856
    
    
    $
    741
    
    
    $
    640
    
    
    $
    506,237
 19




---



##### Table of Contents



6. Contracts
  June 30,
    
    
    December 31,2008
    
    
    2007Costs and estimated earnings on uncompleted contracts
    
    $
    362,370
    
    
    $
    Billings to date
    
    
    (388,884
    )
    
    
    Net billings in excess of costs and estimated earnings
    
    $
    (26,514
    )
    
    $
    
  June 30,
    
    
    December 31,2008
    
    
    2007Costs and estimated earnings in excess of billings (1)
    
    $
    6,282
    
    
    $
    Billings in excess of costs and estimated earnings
    
    
    (32,796
    )
    
    
    Net billings in excess of costs and estimated earnings
    
    $
    (26,514
    )
    
    $
    
 
 (1) Included in Other assets in the consolidated balance sheet 7. Goodwill and Intangible Assets
  June 30,
    
    
    December 31,2008
    
    
    2007Goodwill
    
    $
    5,335
    
    
    $
    5,335Intangible assets related to the Erdman acquisition,
net of accumulated amortization of $5,167 in 2008
    
    
    282,402
    
    
    
    Acquired above market leases, net of accumulated
amortization of $635 in 2008 and $516 in 2007
    
    
    924
    
    
    
    1,033Acquired in place lease value and deferred leasing costs,
net of accumulated amortization of $20,935 in 2008 and
$17,739 in 2007
    
    
    20,112
    
    
    
    20,359Acquired ground leases, net of accumulated amortization
of $325 in 2008 and $217 in 2007
    
    
    3,237
    
    
    
    3,021Acquired property management contracts, net of
accumulated amortization of $340 in 2008 and $256
in 2007
    
    
    1,757
    
    
    
    1,841Total goodwill and intangible assets, net
    
    $
    313,767
    
    
    $
    31,589
 8. Mortgage Notes Payable and Borrowing Agreements
 Revolving Credit Facility
  20




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Term Loan
  Construction Financing
 21




---



##### Table of Contents



Mortgage Notes Payable
    Scheduled Maturities
  For the period ending:2008
    
    $
    27,9022009
    
    
    47,7562010
    
    
    30,6582011
    
    
    232,0652012
    
    
    10,215Thereafter
    
    
    107,171455,767Unamortized premium
    
    
    266$
    456,033
 9. Derivative Financial Instruments
   22




---



##### Table of Contents



NotionalAmount as of
    
    
    
    
    
    
    
    
    
    
    Effective
    
    
    Expiration
    
    
    June 30, 2008
    
    
    December 31, 2007Entity
    
    June 30, 2008
    
    
    Receive Rate

    
    Pay Rate
    
    
    Date
    
    
    Date
    
    
    Asset
    
    
    Liability
    
    
    Asset
    
    
    LiabilityBeaufort Medical Plaza, LLC
    
    $
    4,855
    
    
    1 Month LIBOR
    
    
    5.01
    %
    
    
    10/25/2006
    
    
    
    7/25/2008
    
    
    $
    
    
    
    $
    10
    
    
    $
    
    
    
    $
    23Cogdell Health Campus MOB, LP
    
    
    10,970
    
    
    1 Month LIBOR
    
    
    4.03
    %
    
    
    3/14/2008
    
    
    
    3/2/2015
    
    
    
    171
    
    
    
    
    
    
    
    
    
    
    
    Indianapolis MOB LLC
    
    
    30,000
    
    
    1 Month LIBOR
    
    
    4.95
    %
    
    
    11/6/2006
    
    
    
    10/31/2009
    
    
    
    
    
    
    
    800
    
    
    
    
    
    
    
    689River Hills Medical Associates, LLC
    
    
    2,922
    
    
    1 Month LIBOR
    
    
    4.97
    %
    
    
    10/16/2006
    
    
    
    12/15/2008
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    29Roper MOB, LLC
    
    
    9,364
    
    
    1 Month LIBOR
    
    
    4.95
    %
    
    
    10/10/2006
    
    
    
    7/10/2009
    
    
    
    
    
    
    
    204
    
    
    
    
    
    
    
    173St. Francis Community MOB, LLC (1)
    
    
    
    
    
    
    N/A

    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25St. Francis Medical Plaza, LLC (1)
    
    
    
    
    
    
    N/A

    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27MEA Holdings, Inc.
    
    
    100,000
    
    
    1 Month LIBOR
    
    
    2.82
    %
    
    
    4/1/2008
    
    
    
    3/1/2011
    
    
    
    2,072
    
    
    
    
    
    
    
    
    
    
    
    Cogdell Spencer LP
    
    
    3,000
    
    
    1 Month LIBOR
    
    
    5.06
    %
    
    
    8/14/2007
    
    
    
    10/31/2008
    
    
    
    
    
    
    
    29
    
    
    
    
    
    
    
    27Cogdell Spencer LP
    
    
    27,000
    
    
    1 Month LIBOR
    
    
    5.06
    %
    
    
    8/20/2007
    
    
    
    10/31/2008
    
    
    
    
    
    
    
    247
    
    
    
    
    
    
    
    242$
    2,243
    
    
    $
    1,324
    
    
    $
    
    
    
    $
    1,235
 
 (1) Swap agreements expired on June 15, 2008 and were not renewed. . Application of
FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification of Measurement under Statement 13 Accounting for Leases
    23




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##### Table of Contents



Fair Value Measurements as ofJune 30, 2008Total
    
    Level 1
    
    Level 2
    
    Level 3Assets:Derivative financial instruments
    
    $
    2,243
    
    
    $
    
    
    
    $
    2,243
    
    
    $
    Liabilities:Derivative financial instruments
    
    $
    1,324
    
    
    $
    
    
    
    $
    1,324
    
    
    $
    
 
 10. Minority Interests in Operating Partnership
  11. Dividends and Distributions
  12. Incentive Plan
    24




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13. Related Party Transactions
   25




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 When used in this discussion and elsewhere in this Quarterly Report on Form 10-Q, the words
believes, anticipates, projects, should, estimates, expects, and similar expressions
are intended to identify forward-looking statements with the meaning of that term in Section 27A of
the Securities Act of 1933, as amended (the Securities Act), and in Section 21F of the Securities
and Exchange Act of 1934, as amended. Actual results may differ materially due to uncertainties
including:
 
    
    the Companys business strategy;
    
    the Companys ability to integrate Erdman;
    
    the Companys ability to obtain future financing arrangements;
    
    estimates relating to the Companys future distributions;
    
    the Companys understanding of the Companys competition;
    
    the Companys ability to renew the Companys ground leases;
    
    changes in the reimbursement available to the Companys tenants by government or private
payors;
    
    the Companys tenants ability to make rent payments;
    
    defaults by tenants;
    
    market trends; and
    
    projected capital expenditures.
  Overview
   26




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##### Table of Contents



Core Capabilities
Erdman
 
Advance Planning DesignConstruction
    
    (PIE CHART)
    
    Core Capabilities
Cogdell Spencer

Ownership
Development
Acquisitions
Property Management
   Modern Healthcares
   
    
    62 properties, comprised of 3.3 million net rentable square feet, that
the Company wholly-owns or is a consolidated real estate partnership;
    
    Three properties, comprised of 0.2 million net rentable square feet,
in which the Company owns a minority interest; and
    
    51 properties, comprised of 2.2 million net rentable square feet, that
the Company manages for third parties.
  27




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##### Table of Contents



Factors Which May Influence Future Results of Operations
   Critical Accounting Policies
   Acquisition of Real Estate
  28




---



##### Table of Contents



Useful Lives of Assets
  Asset Impairment Valuation
  Revenue Recognition
   29




---



##### Table of Contents



REIT Qualification Requirements
  Changes in Financial Condition
   Results of Operations
   Business Segments
  30




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##### Table of Contents



Property Summary
  Three Months Ended
    
    
    Six Months EndedJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008
    
    
    June 30, 2007Properties at beginning of the period
    
    
    61
    
    
    
    50
    
    
    
    59
    
    
    
    50Acquisitions
    
    
    
    
    
    
    1
    
    
    
    2
    
    
    
    1In-service completed developments
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    1Lease-up completed development
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Properties at end of the period
    
    
    62
    
    
    
    53
    
    
    
    62
    
    
    
    53
 Year EndedDecember 31, 2007Properties at January 1
    
    
    51Acquisitions
    
    
    5In-service completed developments
    
    
    2Lease-up completed development
    
    
    1Properties at December 31
    
    
    59
  Comparison of the three months ended June 30, 2008 and 2007
 FFOM
   31




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##### Table of Contents



For the Three Months EndedJune 30, 2008
    
    
    June 30, 2007Net loss
    
    $
    (1,843
    )
    
    $
    (1,491
    )Plus minority interests in operating partnership
    
    
    (1,089
    )
    
    
    (562
    )Plus real estate related depreciation and
amortization
    
    
    7,707
    
    
    
    6,658Funds from Operations (FFO)
    
    
    4,775
    
    
    
    4,605Plus amortization of intangibles related to
purchase
accounting, net of income tax benefit
    
    
    2,551
    
    
    
    26Funds from Operations Modified (FFOM)
    
    $
    7,326
    
    
    $
    4,631
 Revenue
    Expenses
     32




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##### Table of Contents



Interest expense
  Income tax expense (benefit)
  Comparison of the six months ended June 30, 2008 and 2007
 FFOM
   For the Six Months EndedJune 30, 2008
    
    
    June 30, 2007Net loss
    
    $
    (3,644
    )
    
    $
    (3,404
    )Plus minority interests in operating partnership
    
    
    (1,841
    )
    
    
    (1,611
    )Plus real estate related depreciation and
amortization
    
    
    15,407
    
    
    
    13,212Funds from Operations (FFO)
    
    
    9,922
    
    
    
    8,197Plus amortization of intangibles related to
purchase
accounting, net of income tax benefit
    
    
    3,204
    
    
    
    52Funds from Operations Modified (FFOM)
    
    $
    13,126
    
    
    $
    8,249
 Revenue
  33




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##### Table of Contents



Expenses
     Interest expense
  Income tax expense (benefit)
  Cash Flows
 Comparison of the six months ended June 30, 2008 and June 30, 2007
  34




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##### Table of Contents



Construction in Progress
  Estimated
    
    
    Net Rentable
    
    
    Investment
    
    
    Estimated TotalProperty
    
    Location

    
    Completion Date
    
    

Square Feet
    
    
    to Date
    
    
    InvestmentSt. Lukes Riverside MOB
    
    Bethlehem, PA
    
    2nd Half 2010
    
    
    170,000
    
    
    $
    1,040
    
    
    $
    38,900Land and pre-construction developments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,849
    
    
    
    170,000
    
    
    $
    2,889
    
    
    $
    38,900
 Liquidity and Capital Resources
    35




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##### Table of Contents



Long-Term Liquidity Needs
  36




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##### Table of Contents



Contractual Obligations
  Remainder of2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    TotalObligation:Long-term debt principal
payments and maturities (1)
    
    $
    27,902
    
    
    $
    47,756
    
    
    $
    30,658
    
    
    $
    232,065
    
    
    $
    10,215
    
    
    $
    107,171
    
    
    $
    455,767Standby letters of credit
(2)
    
    
    7,858
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    205
    
    
    
    8,063Interest payments (3)
    
    
    11,505
    
    
    
    21,336
    
    
    
    18,768
    
    
    
    9,116
    
    
    
    6,531
    
    
    
    19,081
    
    
    
    86,337Purchase commitments
(4)
    
    
    739
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    739Ground and air rights leases
(5)
    
    
    157
    
    
    
    314
    
    
    
    314
    
    
    
    314
    
    
    
    315
    
    
    
    9,946
    
    
    
    11,360Operating leases (6)
    
    
    2,899
    
    
    
    4,796
    
    
    
    3,731
    
    
    
    3,202
    
    
    
    3,101
    
    
    
    27,775
    
    
    
    45,504Total
    
    $
    51,060
    
    
    $
    74,202
    
    
    $
    53,471
    
    
    $
    244,697
    
    
    $
    20,162
    
    
    $
    164,178
    
    
    $
    607,770
 
 (1)
    
    Includes notes payable under the Companys Credit Facility.(2)
    
    As collateral for performance, the Company is contingently liable under standby
letters of credit, which also reduces the availability under the Credit Facility.(3)
    
    Assumes one-month LIBOR of 2.46% and Prime Rate of 5.00%.(4)
    
    These purchase commitments are related to the Companys development projects that
are currently under construction.(5)
    
    Substantially all of the ground and air rights leases effectively limit our control
over various aspects of the operation of the applicable property, restrict our ability to
transfer the property and allow the lessor the right of first refusal to purchase the building
and improvements. All of the ground leases provide for the property to revert to the lessor
for no consideration upon the expiration or earlier termination of the ground or air rights
lease.(6)
    
    Payments under operating lease agreements relate to various of our properties
equipment and office space leases. The future minimum lease commitments under these leases are
as indicated. Off-Balance Sheet Arrangements
 37




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##### Table of Contents



Real Estate Taxes
  Inflation
  Seasonality
  Recent Accounting Pronouncements
 
   38




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 4. CONTROLS AND PROCEDURES
    
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
 39




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##### Table of Contents



ITEM 1A. RISK FACTORS
  The Companys ability to invest in TRSs is limited by its qualification as a REIT, and accordingly
may limit its ability to grow the business of Erdman.
  If the aggregate value of the securities the Company owns in its TRSs were determined to be in
excess of 25% (20% with respect to its taxable year ending December 31, 2008) of the value of its
total assets, the Company could fail to qualify as a REIT or be subject to a penalty tax and forced
to dispose of TRS securities.
   40




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##### Table of Contents



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Issuer Purchases of Equity Securities
  Total Number ofEquity Securities
    
    
    Approximate DollarAverage
    
    
    Purchased as Part
    
    
    Value of EquityTotal Number of
    
    
    Price Paid
    
    
    of Publicly
    
    
    Securities that MayEquity Securities
    
    
    Per Equity
    
    
    Announced Plans
    
    
    Yet Be PurchasedFor the Month of
    
    Purchased
    
    
    Security
    
    
    or Programs
    
    
    Under the PlanApril 2008
    
    
    6,918
    
    
    $
    15.49
    
    
    
    N/A
    
    
    
    N/AMay 2008
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/AJune 2008
    
    
    20,019
    
    
    
    18.02
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    26,937
    
    
    $
    17.41
    
    
    
    N/A
    
    
    
    N/A
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
  Votes Withheld(i) Election of Directors
    
    Votes Cast For
    
    Votes Cast Against
    
    or AbstainedJames W. Cogdell
    
    
    11,877,986
    
    
    
    
    
    
    
    101,387Frank C. Spencer
    
    
    11,877,986
    
    
    
    
    
    
    
    101,387John R. Georgius
    
    
    11,943,652
    
    
    
    
    
    
    
    35,721Richard B. Jennings
    
    
    11,883,350
    
    
    
    
    
    
    
    96,023Christopher E. Lee
    
    
    11,943,104
    
    
    
    
    
    
    
    36,269Richard C. Neugent
    
    
    11,940,607
    
    
    
    
    
    
    
    38,766Randolph D. Smoak, Jr., M.D.
    
    
    11,942,197
    
    
    
    
    
    
    
    37,176David J. Lubar
    
    
    11,950,039
    
    
    
    
    
    
    
    29,334Scott A. Ransom
    
    
    11,705,039
    
    
    
    
    
    
    
    274,334(ii) Ratification of selection of external auditors for
the current fiscal year
    
    
    11,964,649
    
    
    
    6,877
    
    
    
    7,847(iii) Ratification of the alternative unit exchange feature
    
    
    8,372,439
    
    
    
    22,927
    
    
    
    34,884
  41




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##### Table of Contents



ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 10.1
    
    Separation Agreement and
Release, dated as of July 8, 2008, between the Company, the Operating Partnership, and Heidi
Wilson (incorporated by reference to Exhibit 10.1 of the Companys current report on Form 8-K
filed on July 14, 2008)10.2
    
    Senior Secured Term Loan Agreement dated as of March 10, 2008 among Goldenboy Acquisition
Corp, the Company, KeyBank National Association, current and future lenders, Bank of America,
N.A., Wachovia Bank, National Association, Branch Banking and Trust Company and KeyBank
Capital Markets.31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of
2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of
2002.32.1
    
    Certification of Chief Executive and Chief Financial Officer pursuant to 18 U.S.C. Section
1350 as adapted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 42




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##### Table of Contents



SIGNATURES
  COGDELL SPENCER INC.RegistrantDate: August 11, 2008
    /s/ Frank C. SpencerFrank C. SpencerPresident and Chief Executive OfficerDate: August 11, 2008
    /s/ Charles M. HandyCharles M. HandySenior Vice President and Chief Financial Officer 43