##### 



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 September 30, 2005
 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
(State or other jurisdiction of
incorporation or organization)
    
    20-3126457
(I.R.S. Employer
Identification No.)4401 Barclay Downs Drive, Suite 300Charlotte, North Carolina
    
    28209(Address of principal executive offices)
    
    (Zip code)
 (704) 940-2900
 
 o þ
 o þ
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Combined Financial Statements (Unaudited)
    
    
    1Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 4
    
    Controls and Procedures
    
    
    19PART II
    
    Other InformationItem 1
    
    Legal Proceedings
    
    
    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
    
    
    21Item 5
    
    Other Information
    
    
    21Item 6
    
    Exhibits
    
    
    21




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##### 



PART I. FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 COGDELL SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
COMBINED BALANCE SHEETS
(Dollars in thousands)
 September 30,
    
    
    December 31,2005
    
    
    2004AssetsReal estate properties:Land
    
    $
    10,947
    
    
    $
    10,947Buildings and improvements
    
    
    235,210
    
    
    
    227,740Furniture, fixtures and equipment
    
    
    6,968
    
    
    
    6,776Construction in progress
    
    
    2,751
    
    
    
    6,049Less: Accumulated depreciation
    
    
    (102,581
    )
    
    
    (95,003
    )Total real estate properties, net
    
    
    153,295
    
    
    
    156,509Cash and cash equivalents
    
    
    12,186
    
    
    
    13,459Restricted cash
    
    
    3,097
    
    
    
    3,162Tenant and other receivables
    
    
    207
    
    
    
    374Tenant receivables  related party
    
    
    63
    
    
    
    84Investment in capital lease
    
    
    1,568
    
    
    
    1,623Deferred financing costs, net
    
    
    1,032
    
    
    
    1,418Deferred equity issuance costs
    
    
    3,513
    
    
    
    Other assets
    
    
    2,624
    
    
    
    1,796Total assets
    
    $
    177,585
    
    
    $
    178,425Liabilities and owners combined deficitMortgages and notes payable
    
    $
    215,796
    
    
    $
    214,818Accounts payable and accrued expenses
    
    
    11,000
    
    
    
    7,538Tenant payables  related party
    
    
    131
    
    
    
    174Interest rate swap agreements
    
    
    582
    
    
    
    2,322Total liabilities
    
    
    227,509
    
    
    
    224,852Commitments and contingenciesOwners combined deficit
    
    
    (49,924
    )
    
    
    (46,427
    )Total liabilities and owners combined deficit
    
    $
    177,585
    
    
    $
    178,425
  1




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##### 



COGDELL SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
COMBINED STATEMENTS OF OPERATIONS
(Dollars in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:Rental
    
    $
    4,175
    
    
    $
    4,010
    
    
    $
    12,689
    
    
    $
    11,645Rental  related party
    
    
    6,550
    
    
    
    6,198
    
    
    
    19,501
    
    
    
    18,820Fee revenue
    
    
    451
    
    
    
    341
    
    
    
    1,299
    
    
    
    1,684Expense reimbursements
    
    
    146
    
    
    
    196
    
    
    
    475
    
    
    
    617Interest and other income
    
    
    235
    
    
    
    201
    
    
    
    700
    
    
    
    616Total revenues
    
    
    11,557
    
    
    
    10,946
    
    
    
    34,664
    
    
    
    33,382Expenses:Property operating
    
    
    4,082
    
    
    
    3,810
    
    
    
    11,816
    
    
    
    11,071General and administrative
    
    
    1,717
    
    
    
    603
    
    
    
    4,425
    
    
    
    2,291Depreciation
    
    
    2,547
    
    
    
    2,374
    
    
    
    7,593
    
    
    
    7,153Amortization
    
    
    15
    
    
    
    17
    
    
    
    54
    
    
    
    51Interest
    
    
    2,349
    
    
    
    3,558
    
    
    
    7,468
    
    
    
    7,063Total expenses
    
    
    10,710
    
    
    
    10,362
    
    
    
    31,356
    
    
    
    27,629Income from operations before loss on
unconsolidated real estate joint ventures
    
    
    847
    
    
    
    584
    
    
    
    3,308
    
    
    
    5,753Loss on unconsolidated real estate joint ventures
    
    
    (5
    )
    
    
    (20
    )
    
    
    (45
    )
    
    
    (41
    )Net income
    
    $
    842
    
    
    $
    564
    
    
    $
    3,263
    
    
    $
    5,712
  2




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##### 



COGDELL SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
COMBINED STATEMENT OF CHANGES IN OWNERS COMBINED DEFICIT
(Dollars in thousands)
 Owners CombinedDeficitOwners combined deficit, December 31, 2004
    
    $
    (46,427
    )Equity contributions
    
    
    142Distributions
    
    
    (7,026
    )Noncash negative distribution of an interest in
an unconsolidated joint venture to owners
    
    
    124Net income
    
    
    3,263Owners combined deficit, September 30, 2005
    
    $
    (49,924
    )
  3




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##### 



COGDELL SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
COMBINED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
 Nine Months EndedSeptember 30,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    3,263
    
    
    $
    5,712Adjustments to reconcile net income to cash provided by operating activities:Depreciation
    
    
    7,593
    
    
    
    7,153Amortization
    
    
    393
    
    
    
    434Loss on unconsolidated real estate joint ventures
    
    
    45
    
    
    
    41Change in value of interest rate swap agreements
    
    
    (2,129
    )
    
    
    (1,833
    )Changes in operating assets and liabilities:Tenant and other receivables
    
    
    35
    
    
    
    391Other assets
    
    
    (1,382
    )
    
    
    (1,137
    )Accounts payable and accrued expenses
    
    
    1,883
    
    
    
    2,398Net cash provided by operating activities
    
    
    9,701
    
    
    
    13,159Cash flows from investing activities:Acquisition and development of real estate properties
    
    
    (5,062
    )
    
    
    (10,177
    )Proceeds from sale of real estate properties and capital lease
    
    
    54
    
    
    
    54Advances to unconsolidated real estate joint ventures
    
    
    (82
    )
    
    
    (63
    )Decrease (increase) in restricted cash
    
    
    65
    
    
    
    (913
    )Net cash used in investing activities
    
    
    (5,025
    )
    
    
    (11,099
    )Cash flows from financing activities:Proceeds from mortgage notes payable
    
    
    1,938
    
    
    
    19,838Repayments of mortgage notes payable
    
    
    (3,751
    )
    
    
    (10,495
    )Proceeds from line of credit
    
    
    2,797
    
    
    
    Repayments to line of credit
    
    
    
    
    
    
    (562
    )Equity contributions
    
    
    142
    
    
    
    2,610Distributions
    
    
    (7,026
    )
    
    
    (9,542
    )Payment of deferred financing costs
    
    
    (49
    )
    
    
    (621
    )Net cash provided by (used in) financing activities
    
    
    (5,949
    )
    
    
    1,228Increase (decrease) in cash and cash equivalents
    
    
    (1,273
    )
    
    
    3,288Cash and cash equivalents at beginning of period
    
    
    13,459
    
    
    
    9,257Cash and cash equivalents at end of period
    
    $
    12,186
    
    
    $
    12,545Supplemental disclosure of cash flow information:Cash paid for interest, net of capitalized interest
    
    $
    9,324
    
    
    $
    8,567Supplemental cash flow information  noncash investing and financing activities:Negative carrying amount in unconsolidated joint venture distributed to owners
    
    $
    124
    
    
    $
    
  4




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##### 



COGDELL SPENCER INC. AND COGDELL SPENCER INC. PREDECESSOR
NOTES TO COMBINED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
 1. Organization and Ownership
      5




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##### 



1. Organization and Ownership (continued)
  Property
    
    
    
    Number ofEntity
    
    Location
    
    Property Type
    
    PropertiesAugusta Medical Partners, LLC
    
    Augusta, GA
    
    Medical Office
    
    4Baptist Northwest Limited Partnership
    
    Columbia, SC
    
    Medical Office Corporate
    
    1Barclay Downs Associates, LLC/Matthews Land Group, LLC
    
    Charlotte, NC
    
    Offices
    
    1Beaufort Medical Plaza, LLC
    
    Beaufort, SC
    
    Medical Office
    
    1Cabarrus Medical Partners, LLC
    
    Concord, NC
    
    Medical Office
    
    5Cabarrus POB, LLC
    
    Concord, NC
    
    Medical Office
    
    1Cogdell Investors (Birkdale), LLC
    
    Huntersville, NC
    
    Wellness, Medical Office
    
    1Cogdell Investors (Mallard), LLC
    
    Charlotte, NC
    
    Medical Office
    
    1Cogdell Investors (Birkdale II), LLC
    
    Huntersville, NC
    
    Retail Center
    
    1Copperfield MOB, LLC
    
    Concord, NC
    
    Medical Office
    
    1East Jefferson Medical Office Building Limited Partnership
    
    Metairie, LA
    
    Medical Office
    
    1East Jefferson Medical Specialty Building Limited Partnership
    
    Metairie, LA
    
    Medical Office
    
    1East Rocky Mount Kidney Center, LLC
    
    Rocky Mount, NC
    
    Medical Office,
    
    1Kidney DialysisFranciscan Development Company, LLC
    
    Ashland, KY
    
    Medical Office,
    
    1Surgery MedicalGaston MOB, LLC
    
    Gastonia, NC
    
    Office
    
    1HMOB Associates Limited Partnership
    
    Columbia, SC
    
    Medical Office
    
    1Medical Arts Center of Orangeburg General Partnership
    
    Orangeburg, SC
    
    Medical Office
    
    1Medical
Investors, LLC, Medical Investors I LLC, Medical Investors III, LLC
    
    Charlotte, NC
    
    Medical Office
    
    5Charleston, SCMedical Park Three Limited Partnership
    
    Columbia, SC
    
    Medical Office
    
    1Mulberry Medical Park Limited Partnership
    
    Lenoir, NC
    
    Medical Office
    
    1Providence Medical Office Building, LLC
    
    Columbia, SC
    
    Medical Office
    
    3River Hills Medical Associates, LLC
    
    Little River, SC
    
    Medical Office
    
    1Rocky Mount Kidney Center Limited Partnership
    
    Rocky Mount, NC
    
    Medical Office, Kidney Dialysis
    
    1Rocky Mount MOB, LLC
    
    Rocky Mount, NC
    
    Medical Office
    
    1Rocky Mount Medical Park Limited Partnership
    
    Rocky Mount, NC
    
    Medical Office
    
    1Roper MOB, LLC
    
    Charleston, SC
    
    Medical Office
    
    1Rowan OSC Investors, LLC
    
    Salisbury, NC
    
    Surgery Center
    
    1St. Francis Community MOB, LLC
    
    Greenville, SC
    
    Medical Office
    
    2St. Francis Medical Plaza, LLC
    
    Greenville, SC
    
    Medical Office
    
    2West Medical Office I, LLC
    
    Charleston, SC
    
    Medical Office
    
    1
 6




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##### 



2. Summary of Significant Accounting Policies
 Basis of Presentation
  Interim Financial Information
  Use of Estimates in Financial Statements
  Income Taxes
   3. Mortgages and Notes Payable and Lines of Credit
    7




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##### 



4. Derivative Financial Instruments  Interest Rate Swap Agreements
   NotionalAmountas ofSeptember 30,
    
    
    Receive
    
    
    Pay
    
    
    Effective
    
    
    Expiration
    
    
    September 30, 2005Entity
    
    2005
    
    
    Rate
    
    
    Rate
    
    
    Date
    
    
    Date
    
    
    Asset
    
    
    LiabilityAugusta Medical
Partners, LLC
    
    $
    24,796
    
    
    1 Month LIBOR
    
    
    6.40
    %
    
    
    5/25/01
    
    
    
    6/26/06
    
    
    $
    
    
    
    $
    264Beaufort Medical Plaza,
LLC
    
    
    5,192
    
    
    1 Month LIBOR
    
    
    5.81
    
    
    
    10/25/99
    
    
    
    7/25/08
    
    
    
    
    
    
    
    180Gaston MOB, LLC
    
    
    17,556
    
    
    1 Month LIBOR
    
    
    3.25
    
    
    
    1/23/03
    
    
    
    11/22/07
    
    
    
    425
    
    
    
    Medical Investors I, LLC
    
    
    9,000
    
    
    1 Month LIBOR
    
    
    4.82
    
    
    
    2/10/03
    
    
    
    12/10/07
    
    
    
    
    
    
    
    95
 8




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##### 



NotionalAmountas ofSeptember 30,
    
    
    Receive
    
    
    Pay
    
    
    Effective
    
    
    Expiration
    
    
    September 30, 2005Entity
    
    2005
    
    
    Rate
    
    
    Rate
    
    
    Date
    
    
    Date
    
    
    Asset
    
    
    LiabilityRiver Hills Medical
Associates, LLC
    
    
    3,183
    
    
    1 Month LIBOR
    
    
    3.63
    
    
    
    3/10/03
    
    
    
    12/15/08
    
    
    
    80
    
    
    
    Roper MOB, LLC
    
    
    10,236
    
    
    1 Month LIBOR
    
    
    5.95
    
    
    
    7/26/04
    
    
    
    7/10/09
    
    
    
    15
    
    
    
    St. Francis Medical
Plaza, LLC
    
    
    10,751
    
    
    1 Month LIBOR
    
    
    5.52
    
    
    
    1/8/99
    
    
    
    12/15/05
    
    
    
    
    
    
    
    43$
    520
    
    
    $
    582
 5. Investments in Real Estate Joint Ventures
   September 30,
    
    
    December 31,2005
    
    
    2004Financial position:Total assets
    
    $
    32,219
    
    
    $
    34,320Total liabilities
    
    
    25,123
    
    
    
    26,630Members equity
    
    
    7,096
    
    
    
    7,690
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Results of operations:Revenues
    
    $
    1,544
    
    
    $
    1,481
    
    
    $
    4,598
    
    
    $
    3,934Operating and general and administrative expenses
    
    
    829
    
    
    
    665
    
    
    
    2,283
    
    
    
    1,602Net income
    
    
    18
    
    
    
    240
    
    
    
    414
    
    
    
    867Predecessors loss on unconsolidated real estate
joint ventures
    
    
    (5
    )
    
    
    (20
    )
    
    
    (45
    )
    
    
    (41
    )
 6. Segment Reporting
  Three months
    
    
    Three monthsended
    
    
    endedSeptember 30, 2005
    
    
    September 30, 2004Property Operations:Rental revenue
    
    $
    10,725
    
    
    $
    10,208Interest and other income
    
    
    236
    
    
    
    200Operating and general and administrative expenses
    
    
    (3,817
    )
    
    
    (2,934
    )Intersegment expenses
    
    
    (810
    )
    
    
    (805
    )Net operating income
    
    $
    6,334
    
    
    $
    6,669Total segment assets, end of period
    
    $
    172,747
    
    
    $
    172,851Real estate services:Fee revenue
    
    $
    451
    
    
    $
    341
 9




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##### 



Three months
    
    
    Three monthsended
    
    
    endedSeptember 30, 2005
    
    
    September 30, 2004Expense reimbursements
    
    
    146
    
    
    
    196Interest and other income
    
    
    (1
    )
    
    
    1Intersegment revenues
    
    
    810
    
    
    
    805Operating and general and administrative expenses
    
    
    (1,982
    )
    
    
    (1,479
    )Net operating loss
    
    $
    (576
    )
    
    $
    (136
    )Total segment assets, end of period
    
    $
    4,838
    
    
    $
    1,267Reconciliations:Total segment revenues
    
    $
    12,367
    
    
    $
    11,751Elimination of intersegment revenues
    
    
    (810
    )
    
    
    (805
    )Total combined revenues
    
    $
    11,557
    
    
    $
    10,946Segment net operating income
    
    $
    5,758
    
    
    $
    6,533Depreciation and amortization expense
    
    
    (2,562
    )
    
    
    (2,391
    )Interest expense
    
    
    (2,349
    )
    
    
    (3,558
    )Loss on unconsolidated real estate joint ventures
    
    
    (5
    )
    
    
    (20
    )Net income
    
    $
    842
    
    
    $
    564Total segment assets, end of period
    
    $
    177,585
    
    
    $
    174,118
 Nine months ended
    
    
    Nine months endedSeptember 30, 2005
    
    
    September 30, 2004Property Operations:Rental revenue
    
    $
    32,190
    
    
    $
    30,465Interest and other income
    
    
    699
    
    
    
    615Operating and general and administrative expenses
    
    
    (10.936
    )
    
    
    (8,718
    )Intersegment expenses
    
    
    (2,422
    )
    
    
    (2,430
    )Net operating income
    
    $
    19,531
    
    
    $
    19,932Total segment assets, end of period
    
    $
    172,747
    
    
    $
    172,851Real estate services:Fee revenue
    
    $
    1,299
    
    
    $
    1,684Expense reimbursements
    
    
    475
    
    
    
    617Interest and other income
    
    
    1
    
    
    
    1Intersegment revenues
    
    
    2,422
    
    
    
    2,430Operating and general and administrative expenses
    
    
    (5,305
    )
    
    
    (4,644
    )Net operating income (loss)
    
    $
    (1,108
    )
    
    $
    88Total segment assets, end of period
    
    $
    4,838
    
    
    $
    1,267Reconciliations:Total segment revenues
    
    $
    37,086
    
    
    $
    35,812Elimination of intersegment revenues
    
    
    (2,422
    )
    
    
    (2,430
    )Total combined revenues
    
    $
    34,664
    
    
    $
    33,382Segment net operating income
    
    $
    18,423
    
    
    $
    20,020Depreciation and amortization expense
    
    
    (7,647
    )
    
    
    (7,204
    )Interest expense
    
    
    (7,468
    )
    
    
    (7,063
    )Loss on unconsolidated real estate joint ventures
    
    
    (45
    )
    
    
    (41
    )Net income
    
    $
    3,263
    
    
    $
    5,712Total segment assets, end of period
    
    $
    177,585
    
    
    $
    174,118
 7. Subsequent Events
  
    
    Pursuant to separate merger, contribution and related agreements, the holders of
ownership interests in the Predecessor (other than Cogdell Spencer Advisors, Inc.)
contributed their interests in the properties and assets owned by the existing entities to
the Company and interests in eight existing joint ventures with third parties in exchange
for approximately 378,153 shares of the Companys common stock and 3,838,587 Operating
Partnership units having an aggregate value of approximately $71.7 million;
    
    Certain other holders (none of which consist of the Companys executive officers or
directors) were paid an aggregate of approximately $36.5 million in cash for their direct
or indirect interests in the properties and assets owned by the Predecessor; and
    
    The stockholders of Cogdell Spencer Advisors, Inc. exchanged all of their stock in
Cogdell Spencer Advisors, Inc. for approximately 1,464,121 shares of the Companys common
stock.
 10




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##### 



11




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##### 



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:
 
    
    our business strategy;
    
    our ability to obtain future financing arrangements;
    
    estimates relating to our future distributions;
    
    our understanding of our competition;
    
    our ability to renew our ground leases;
    
    changes in the reimbursement available to our tenants by government or private payors;
    
    our tenants ability to make rent payments;
    
    defaults by tenants;
    
    market trends; and
    
    projected capital expenditures.
   Overview
   12




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##### 




    
    45 wholly owned properties;
    
    eight joint venture properties; and
    
    16 properties owned by third parties (15 of which are for clients with whom we have an
existing investment relationship).
   Factors Which May Influence Future Results of Operations
   Critical Accounting Policies
   Investments in Real Estate
 13




---



##### 



Acquisition of real estate.
 Useful lives of assets.
 Asset impairment valuation.
 Revenue Recognition
  14




---



##### 



Results of Operations
 Comparison of the three and nine months ended September 30, 2005 and September 30, 2004
 Revenue.
   Property operating expenses.
 Interest expense.
 Depreciation and amortization expenses.
 15




---



##### 



General and administrative expenses.
  Cash Flows
 Comparison of the nine months ended September 30, 2005 and September 30, 2004
    Liquidity and Capital Resources
     16




---



##### 



Long-Term Liquidity Needs
  Contractual Obligations
  ThroughRemainderObligation
    
    of 2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    Thereafter
    
    
    TotalLong-term debt
(principal)
    
    $
    16,283
    
    
    $
    45,363
    
    
    $
    45,595
    
    
    $
    48,831
    
    
    $
    14,705
    
    
    $
    44,907
    
    
    $
    215,684Interest payments
    
    
    4,051
    
    
    
    10,524
    
    
    
    8,454
    
    
    
    5,716
    
    
    
    3,049
    
    
    
    10,311
    
    
    
    42,105Ground leases
    
    
    24
    
    
    
    94
    
    
    
    94
    
    
    
    94
    
    
    
    94
    
    
    
    2,091
    
    
    
    2,491Operating leases
    
    
    5
    
    
    
    21
    
    
    
    5
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    34Total
    
    $
    20,363
    
    
    $
    56,002
    
    
    $
    54,148
    
    
    $
    54,644
    
    
    $
    17,848
    
    
    $
    57,309
    
    
    $
    260,314
  17




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##### 



ThroughRemainderObligation
    
    of 2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    Thereafter
    
    
    TotalLong-term debt
(principal)
    
    $
    14,013
    
    
    $
    4,493
    
    
    $
    39,248
    
    
    $
    27,107
    
    
    $
    11,500
    
    
    $
    44,907
    
    
    $
    141,268Interest payments
    
    
    2,584
    
    
    
    7,412
    
    
    
    6,837
    
    
    
    4,629
    
    
    
    2,960
    
    
    
    10,311
    
    
    
    34,733Ground leases
    
    
    24
    
    
    
    94
    
    
    
    94
    
    
    
    94
    
    
    
    94
    
    
    
    2,091
    
    
    
    2,491Operating leases
    
    
    5
    
    
    
    21
    
    
    
    5
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    34Total
    
    $
    16,626
    
    
    $
    12,020
    
    
    $
    46,184
    
    
    $
    31,833
    
    
    $
    14,554
    
    
    $
    57,309
    
    
    $
    178,526
 Off-Balance Sheet Arrangements
     Recent Accounting Pronouncements
  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    18




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##### 



ITEM 4. CONTROLS AND PROCEDURES
   19




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##### 



PART II. OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (a)
    
    In connection with the Companys initial public offering, we issued shares as part of various
Formation Transactions:
 
    
    Pursuant to separate merger, contribution and related agreements, the holders of
ownership interests in the Predecessor (other than Cogdell Spencer Advisors, Inc.)
contributed their interests in the properties and assets owned by the existing entities to
the Company and interests in eight existing joint ventures with third parties in exchange
for approximately 378,153 shares of our common stock and 3,838,587 units of limited
partnership interest in Cogdell Spencer LP (the OP units) having an aggregate value of
approximately $80.1 million;
    
    The stockholders of Cogdell Spencer Advisors, Inc. exchanged all of their stock in
Cogdell Spencer Advisors, Inc. for approximately 1,464,121 shares of our common stock; and
    
    We acquired one property, 190 Andrews, located in Greenville, South Carolina. This
property was acquired from its tenant-owners in exchange for 188,236 OP units, equal to
$3.2 million, based upon the initial public offering price of $17.00 per share.
 (b)
    
    The effective date of our Registration Statement filed on Form S-11 under the Securities Act
relating to the Offering of shares of common stock was October 26, 2005. A total of 5,800,000
shares of common stock were sold initially, and an additional 300,000 were sold under an
over-allotment option. The co-lead underwriters for the offering were Banc of America
Securities LLC and Citigroup. The co-manager was BB&T Capital Markets.
   
    
    repay approximately $71.2 million existing indebtedness, including prepayment penalties;
    
    pay $36.5 million to acquire interests in the predecessor entities from those investors
who elected to receive cash in the Formation Transactions;
    
    pay $1.1 million to acquire a fee simple interest in our Baptist Northwest property; and
    
    pay unsecured credit facility fees of $0.5 million.
  ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  20




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##### 



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
  ITEM 5. OTHER INFORMATION
  ITEM 6. EXHIBITS
 10.1.
    
    Registration Rights Agreement, by and among Cogdell Spencer Inc., and the partners listed on
Schedule 1 hereafter31.1.
    
    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.
 21




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##### 



SIGNATURES
  Cogdell Spencer Inc.RegistrantDate: December 9, 2005
    
    /s/ Frank C. SpencerFrank C. SpencerPresident and Chief Executive OfficerDate: December 9, 2005
    
    /s/ Charles M. HandyCharles M. HandySenior Vice President and Chief Financial Officer
 22