##### 



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 March 31, 2006
 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 [ ]
    
    Accelerated filer [ ]
    
    Non-accelerated filer [X].
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Consolidated and Combined Financial Statements (Unaudited)
    
    1Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    11Item 3
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    19Item 4
    
    Controls and Procedures
    
    19PART II
    
    Other InformationItem 1
    
    Legal Proceedings
    
    19Item 1A
    
    Risk Factors
    
    20Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    20Item 3
    
    Defaults Upon Senior Securities
    
    20Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    20Item 5
    
    Other Information
    
    20Item 6
    
    Exhibits
    
    20




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##### 



PART I. FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 COGDELL SPENCER INC.
CONSOLIDATED BALANCE SHEETS
 As of
    
    
    As ofMarch 31, 2006
    
    
    December 31, 2005(unaudited)
    
    
    (audited)AssetsReal estate properties:Land
    
    $
    22,907
    
    
    $
    17,047Buildings and improvements
    
    
    314,099
    
    
    
    243,090Construction in progress
    
    
    1,874
    
    
    
    1,099Less: Accumulated depreciation
    
    
    (7,874
    )
    
    
    (2,713
    )Total real estate properties, net
    
    
    331,006
    
    
    
    258,523Cash and cash equivalents
    
    
    3,897
    
    
    
    9,571Restricted cash
    
    
    817
    
    
    
    779Investment in capital lease
    
    
    6,448
    
    
    
    6,499Acquired above market leases, net of accumulated
amortization of $73 in 2006 and $25 in 2005
    
    
    1,089
    
    
    
    852Acquired in place lease value and deferred leasing
costs, net of accumulated amortization of $3,515
in 2006 and $1,399 in 2005
    
    
    24,540
    
    
    
    21,220Acquired ground leases, net of accumulated
amortization of $38 in 2006 and $15 in 2005
    
    
    3,015
    
    
    
    2,919Deferred financing costs, net of accumulated
amortization of $79 in 2006 and $31 in 2005
    
    
    890
    
    
    
    913Goodwill
    
    
    2,875
    
    
    
    2,875Other assets
    
    
    3,808
    
    
    
    4,331Total assets
    
    $
    378,385
    
    
    $
    308,482Liabilities and stockholders equityNotes payable under line of credit
    
    $
    85,850
    
    
    $
    19,600Mortgage loans
    
    
    145,273
    
    
    
    140,634Accounts payable and accrued liabilities
    
    
    5,901
    
    
    
    4,699Accrued dividends and distributions
    
    
    4,328
    
    
    
    Acquired below market leases, net of accumulated
amortization of $413 in 2006 and $164 in 2005
    
    
    3,754
    
    
    
    2,893Interest rate swap agreements
    
    
    74
    
    
    
    170Total liabilities
    
    
    245,180
    
    
    
    167,996Commitments and contingenciesMinority interests in real estate partnership
    
    
    108
    
    
    
    Minority interests in operating partnership
    
    
    59,668
    
    
    
    62,018Stockholders 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, 8,000 shares issued and outstanding
in 2006 and 2005
    
    
    80
    
    
    
    80Additional paid-in capital
    
    
    85,088
    
    
    
    85,855Accumulated deficit
    
    
    (11,739
    )
    
    
    (7,467
    )Total stockholders equity
    
    
    73,429
    
    
    
    78,468Total liabilities and stockholders equity
    
    $
    378,385
    
    
    $
    308,482
  1




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##### 



COGDELL SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
 Company
    
    
    PredecessorThree Months Ended
    
    
    Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Revenues:Rental
    
    $
    11,778
    
    
    $
    4,196Rental  related party
    
    
    
    
    
    
    6,457Fee revenue
    
    
    429
    
    
    
    538Expense reimbursements
    
    
    174
    
    
    
    164Interest and other income
    
    
    292
    
    
    
    224Total revenues
    
    
    12,673
    
    
    
    11,579Expenses:Property operating
    
    
    4,114
    
    
    
    3,866General and administrative
    
    
    1,995
    
    
    
    963Depreciation
    
    
    4,330
    
    
    
    2,504Amortization
    
    
    2,156
    
    
    
    24Interest
    
    
    2,410
    
    
    
    1,731Total expenses
    
    
    15,005
    
    
    
    9,088Income (loss) from operations before
equity in earnings (loss) of
unconsolidated real estate partnerships,
minority interest in real estate partnership
and minority interests in operating
partnership
    
    
    (2,332
    )
    
    
    2,491Equity in earnings (loss) of unconsolidated
real estate partnerships
    
    
    5
    
    
    
    (16
    )Minority interests in real estate partnership
    
    
    (31
    )
    
    
    Minority interests in operating partnership
    
    
    833
    
    
    
    Net income (loss)
    
    $
    (1,525
    )
    
    $
    2,475Basic and diluted loss per share
    
    $
    (0.19
    )Weighted average common shares -
basic and diluted
    
    
    7,973
  2




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##### 



COGDELL SPENCER INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 Number of
    
    
    
    
    
    
    
    
    
    AdditionalCommon
    
    Common
    
    Paid-in
    
    AccumulatedShares
    
    Stock
    
    Capital
    
    Deficit
    
    TotalBalance at December 31, 2005
    
    
    8,000
    
    
    $
    80
    
    
    $
    85,855
    
    
    $
    (7,467
    )
    
    $
    78,468Cummulative effect adjustment
associated with the implementation
of EITF 04-5
    
    
    
    
    
    
    
    
    
    
    (785
    )
    
    
    53
    
    
    
    (732
    )Amortization of restricted stock
compensation, net of minority
interests
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    18Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,800
    )
    
    
    (2,800
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,525
    )
    
    
    (1,525
    )Balance at March 31, 2006
    
    
    8,000
    
    
    $
    80
    
    
    $
    85,088
    
    
    $
    (11,739
    )
    
    $
    73,429
  3




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##### 



COGDELL SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
 Company
    
    
    PredecessorThree Months Ended
    
    
    Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Operating activities:Net income (loss)
    
    $
    (1,525
    )
    
    $
    2,475Adjustments to reconcile net income (loss) to cash
provided by operating activities:Minority interests in operating partnership
    
    
    (833
    )
    
    
    Minority interests in real estate partnership
    
    
    31
    
    
    
    Depreciation of real estate properties
    
    
    4,305
    
    
    
    2,482Corporate depreciation and amortization
    
    
    41
    
    
    
    22Amortization of acquired ground leases, acquired
in place lease value and deferred leasing costs
    
    
    2,140
    
    
    
    24Amortization of acquired above market leases and
acquired below market leases, net
    
    
    (201
    )
    
    
    3Amortization of debt premium
    
    
    (50
    )Amortization of deferred finance costs
    
    
    47
    
    
    
    172Amortization of restricted stock compensation
    
    
    28
    
    
    
    Equity in (earnings) loss of unconsolidated
real estate partnerships
    
    
    (5
    )
    
    
    16Change in fair value of interest rate swap agreements
    
    
    (309
    )
    
    
    (1,342
    )Changes in operating assets and liabilities:Other assets
    
    
    (87
    )
    
    
    (79
    )Accounts payable and accrued expenses
    
    
    893
    
    
    
    (471
    )Net cash provided by operating activities
    
    
    4,475
    
    
    
    3,302Investing activities:Acquisition and development of real estate properties
    
    
    (71,689
    )
    
    
    (1,776
    )Proceeds from sale of real estate properties and capital lease
    
    
    51
    
    
    
    18Distributions received from real estate partnerships
    
    
    2
    
    
    
    18Decrease (increase) in restricted cash
    
    
    (38
    )
    
    
    50Net cash used in investing activities
    
    
    (71,674
    )
    
    
    (1,690
    )Financing activities:Proceeds from mortgage notes payable
    
    
    
    
    
    
    1,070Repayments of mortgage notes payable
    
    
    (4,829
    )
    
    
    (1,168
    )Proceeds from line of credit
    
    
    68,250
    
    
    
    400Repayments to line of credit
    
    
    (2,000
    )
    
    
    Dividends and distributions
    
    
    
    
    
    
    (4,009
    )Distributions to minority interests in real estate partnership
    
    
    (85
    )
    
    
    Payment of deferred financing costs
    
    
    (24
    )
    
    
    (15
    )Net cash provided by (used in) financing activities
    
    
    61,312
    
    
    
    (3,722
    )Decrease in cash and cash equivalents
    
    
    (5,887
    )
    
    
    (2,110
    )Balance at beginning of period
    
    
    9,571
    
    
    
    13,459Cummulative effect adjustment associated with the
implementation of EITF 04-5
    
    
    213
    
    
    
    Balance at end of period
    
    $
    3,897
    
    
    $
    11,349Supplemental disclosure of cash flow information:Cash paid for interest, net of capitalized interest
    
    $
    2,539
    
    
    $
    3,253Supplemental cash flow information  noncash
investing and financing activities:Debt assumed with purchase of property
    
    
    5,178
    
    
    
    Accrued dividends and distributions
    
    
    4,328
    
    
    
    
  4




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##### 



COGDELL SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
NOTES TO CONSOLIDTED AND COMBINED FINANCIAL STATEMENTS
 1. Organization and Ownership
   2. Summary of Significant Accounting Policies
 Basis of Presentation
  Interim Financial Information
  5




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##### 



Use of Estimates in Financial Statements
  Adoption of Recent Accounting Pronouncement
   AssetsReal estate property:Land
    
    $
    229Buildings and improvements
    
    
    4,992Less: Accumulated depreciation
    
    
    (856
    )Total real estate property, net
    
    
    4,365Cash and cash equivalents
    
    
    213Other assets
    
    
    8Total assets
    
    $
    4,586Liabilities and members equityMortgage loans
    
    
    4,340Accounts payable and accrued liabilities
    
    
    128Total liabilities
    
    
    4,468Members equity
    
    
    118Total liabilities and members equity
    
    $
    4,586
 6




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##### 



3. Property acquisitions
  Building and improvements
    
    $
    37,754Acquired in place lease value and deferred leasing costs
    
    
    1,690Acquired ground lease
    
    
    120Acquired above market leases
    
    
    180Acquired below market leases
    
    
    (297
    )Total purchase price allocated
    
    $
    39,447
  Land
    
    $
    5,638Building and improvements
    
    
    26,729Acquired in place lease value and deferred leasing costs
    
    
    3,745Acquired above market leases
    
    
    105Acquired below market leases
    
    
    (813
    )Total purchase price allocated
    
    $
    35,404
  Company
    
    PredecessorThree Months Ended
    
    Three Months EndedMarch 31, 2006
    
    March 31, 2005Total revenues
    
    $
    14,956
    
    
    
    13,868Net income (loss)
    
    
    (2,089
    )
    
    
    1,987Per share information:Basic and diluted loss per share
    
    $
    (0.26
    )
 4. Mortgages and Notes Payable Under Line of Credit
  7




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##### 



5. Derivative Financial Instruments  Interest Rate Swap Agreements
   NotionalAmount as of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 31, 2006March 31,
    
    
    
    
    
    
    
    
    
    
    Effective
    
    
    ExpirationEntity
    
    2006
    
    
    Receive Rate
    
    
    Pay Rate
    
    
    Date
    
    
    Date
    
    
    Asset
    
    
    LiabilityBeaufort Medical Plaza, LLC
    
    $
    5,137
    
    
    1 Month LIBOR
    
    
    5.81
    %
    
    
    10/25/1999
    
    
    
    7/25/2008
    
    
    $
    
    
    
    $
    74Gaston MOB, LLC
    
    
    17,160
    
    
    1 Month LIBOR
    
    
    3.25
    
    
    
    1/23/2003
    
    
    
    11/22/2007
    
    
    
    517
    
    
    
    Medical Investors I, LLC
    
    
    8,923
    
    
    1 Month LIBOR
    
    
    4.82
    
    
    
    2/10/2003
    
    
    
    12/10/2007
    
    
    
    25
    
    
    
    River Hills Medical Associates, LLC
    
    
    3,138
    
    
    1 Month LIBOR
    
    
    3.63
    
    
    
    3/10/2003
    
    
    
    12/15/2008
    
    
    
    118
    
    
    
    Roper MOB, LLC
    
    
    10,084
    
    
    1 Month LIBOR
    
    
    4.45
    
    
    
    7/26/2004
    
    
    
    7/10/2009
    
    
    
    205
    
    
    
    $
    865
    
    
    $
    74
 5. Investments in Real Estate Partnerships
  
    
    Cabarrus Land Company, LLC, a North Carolina limited liability company, founded in
1987, 5.0% owned by the Company, and owns one medical office building;
    
    Mary Black MOB Limited Partnership, a South Carolina limited partnership, founded in
1988, 9.6% owned by the Company, and owns one medical office building;
    
    Mary Black MOB II Limited Partnership, a South Carolina limited partnership, founded
in 1993, 1.0% owned by the Company, and owns one medical office building;
    
    Mary Black Westside Medical Park I Limited Partnership, a South Carolina limited
partnership, founded in 1991, 5.0% owned by the Company, and owns one medical office
building;
    
    McLeod Medical Partners, LLC, a South Carolina limited liability company, founded in
1982, 1.1% owned by the Company, and owns three medical office buildings; and
    
    Rocky Mount MOB, LLC, a North Carolina limited liability company, founded in 2002,
34.5% owned by the Company, and owns one medical office building.
  8




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##### 



March 31, 2006Financial position:Total assets
    
    $
    4,512Total liabilities
    
    
    4,347Members equity
    
    
    165
 Three Months EndedMarch 31, 2006Results of operations:Revenues
    
    $
    208Operating and general and administrative expenses
    
    
    60Net income
    
    
    47
  March 31, 2006Financial position:Total assets
    
    $
    27,834Total liabilities
    
    
    19,354Members equity
    
    
    8,480
 Three Months EndedMarch 31, 2006Results of operations:Revenues
    
    $
    1,359Operating and general and administrative expenses
    
    
    675Net income
    
    
    143
 6. Dividends and Distributions
  7. Loss per Share
  Three Months EndedMarch 31, 2006Net loss
    
    $
    (1,525
    )Weighted average shares outstanding  basic and diluted(1)
    
    
    7,973Net loss per share  basic and diluted
    
    $
    (0.19
    )
 
 (1)
    
    27 shares of unvested restricted common stock are anti-dilutive due to the net loss. 9




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##### 



8. Minority Interests in Operating Partnership
   9. Segment Reporting
  Company
    
    
    PredecessorThree Months Ended
    
    
    Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Property operations:Rental revenues
    
    $
    11,572
    
    
    $
    10,653Interest and other income
    
    
    173
    
    
    
    224Property operating expenses
    
    
    (4,072
    )
    
    
    (3,866
    )Intersegment expenses
    
    
    (827
    )
    
    
    (810
    )Net operating income
    
    $
    6,846
    
    
    $
    6,201Total segment assets, end of period
    
    $
    367,168
    
    
    $
    173,441Real estate services:Fee revenue
    
    $
    437
    
    
    $
    538Expense reimbursements
    
    
    182
    
    
    
    164Interest and other income
    
    
    117
    
    
    
    Intersegment revenues
    
    
    827
    
    
    
    810Real estate operating expenses
    
    
    (678
    )
    
    
    (537
    )Net operating income
    
    $
    885
    
    
    $
    975Total segment assets, end of period
    
    $
    3,886
    
    
    $
    1,399Reconciliations:Total segment revenues
    
    $
    13,308
    
    
    $
    12,389Elimination of intersegment revenues
    
    
    (827
    )
    
    
    (810
    )Rocky Mount MOB and elimination of related intersegment revenues
    
    
    192
    
    
    
    Total revenues
    
    $
    12,673
    
    
    $
    11,579Total segment net operating income
    
    $
    7,731
    
    
    $
    7,176Corporate general and administrative expenses
    
    
    (1,315
    )
    
    
    (426
    )Depreciation and amortization expense
    
    
    (6,453
    )
    
    
    (2,528
    )Interest expense
    
    
    (2,343
    )
    
    
    (1,731
    )Equity in earnings (loss) of unconsolidated real estate partnerships
    
    
    5
    
    
    
    (16
    )Net income of Rocky Mount MOB, net of minority intetests
    
    
    17
    
    
    
    Minority interests in operating partnership
    
    
    833
    
    
    
    Net income (loss)
    
    $
    (1,525
    )
    
    $
    2,475Total segment assets
    
    $
    371,054
    
    
    $
    174,840Corporate total assets
    
    
    2,439
    
    
    
    Rocky Mount MOB total assets
    
    
    4,512
    
    
    
    Total assets, end of period
    
    $
    378,005
    
    
    $
    174,840
 10




---



##### 



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, 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 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
   11




---



##### 




    
    49 wholly owned properties;
    
    eight joint venture properties; and
    
    19 properties owned by third parties (17 of which are for clients with whom the
Company has an existing investment relationship).
  Factors Which May Influence Future Results of Operations
    Critical Accounting Policies
  12




---



##### 



Investments in Real Estate
 Acquisition of real estate.
 Useful lives of assets.
 Asset impairment valuation.
 13




---



##### 



Revenue Recognition
   REIT Qualification Requirements
  Results of Operations
  14




---



##### 



Comparison of the three months ended March 31, 2006 and March 31, 2005
 Overview.
 Company
    
    Predecessor2006
    
    2005Properties at January 1
    
    
    44
    
    
    
    43Consolidation of Rocky Mount MOB LLC
    
    
    1
    
    
    
    Acquisitions
    
    
    4
    
    
    
    Development that began rental operations
    
    
    
    
    
    
    1Properties at March 31
    
    
    49
    
    
    
    44
  Revenue.
   Property operating expenses.
 Interest expense.
  Depreciation and amortization expenses.
 15




---



##### 



General and administrative expenses.
 Cash Flows
 Comparison of the three months ended March 31, 2006 and March 31, 2005
    Liquidity and Capital Resources
     16




---



##### 



Long-Term Liquidity Needs
   17




---



##### 



Contractual Obligations
  ThroughRemainderof 2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    TotalObligation:Long-term debt principal
payments and maturities(1)
    
    $
    12,145
    
    
    $
    39,187
    
    
    $
    113,400
    
    
    $
    16,440
    
    
    $
    1,456
    
    
    $
    47,842
    
    
    $
    230,470Standby letters of credit(2)
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500Interest payments(3)
    
    
    10,057
    
    
    
    11,880
    
    
    
    7,451
    
    
    
    3,591
    
    
    
    2,986
    
    
    
    7,533
    
    
    
    43,498Ground leases(4)
    
    
    116
    
    
    
    155
    
    
    
    155
    
    
    
    155
    
    
    
    155
    
    
    
    5,296
    
    
    
    6,032Operating leases(5)
    
    
    200
    
    
    
    251
    
    
    
    327
    
    
    
    338
    
    
    
    346
    
    
    
    383
    
    
    
    1,845Total
    
    $
    23,018
    
    
    $
    51,473
    
    
    $
    121,333
    
    
    $
    20,524
    
    
    $
    4,943
    
    
    $
    61,054
    
    
    $
    282,345
 
 (1)
    
    Includes notes payable under the Companys Credit Facility(2)
    
    As collateral for performance on a mortgage note payable, the Company is contingently
liable under a standby letter of credit, which also reduces the availability under the
Credit Facility(3)
    
    Assumes one-month LIBOR of 4.83% and Prime Rate of 7.75%(4)
    
    Substantially all of the ground 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 lease.(5)
    
    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 above. Off-Balance Sheet Arrangements
   Real Estate Taxes
  Inflation
  18




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##### 



Seasonality
  Recent Accounting Pronouncements
  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    ITEM 4. CONTROLS AND PROCEDURES
    PART II. OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
  19




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##### 



ITEM 1A. RISK FACTORS
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
  ITEM 5. OTHER INFORMATION
  ITEM 6. EXHIBITS
 10.1
    
    Methodist Professional Center
Purchase and Sale Agreement dated December 13, 200510.2
    
    Hanover Medical Office Building One and 1808/1818 Verdugo Boulevard Purchase and Sale
Agreement dated March 1, 200631.1
    
    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.
 20




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##### 



SIGNATURES
  Cogdell Spencer Inc.RegistrantDate: May 15, 2006
    
    /s/ Frank C. SpencerFrank C. SpencerPresident and Chief Executive OfficerDate: May 15, 2006
    
    /s/ Charles M. HandyCharles M. HandySenior Vice President and Chief Financial Officer
 21