Cogdell Spencer Inc. Reports Increased Third Quarter 2009 Financial Results

October 29, 2009 4:00 PM EDT

CHARLOTTE, N.C., Oct. 29 /PRNewswire-FirstCall/ --

    --  Funds from Operations Modified (FFOM) for third quarter 2009 was $8.8
        million, an 8.2% increase from the same period last year

    --  Funds from Operations (FFO) for third quarter 2009 was $8.5 million, a
        46.9% increase from the same period last year

    --  Net income attributable to Cogdell Spencer Inc. for third quarter 2009
        was $1.2 million compared to a net income (loss) attributable to Cogdell
        Spencer Inc. of ($1.1 million) for  third quarter 2008

    --  As of September 30, 2009, the Company had $25.8 million of unrestricted
        cash and $61.7 million available under its secured revolving credit
        facility for a total liquidity of $87.5 million, compared to $62.6
        million for the same period last year, a 40% increase

    --  The Company increases its 2009 FFOM per share and operating partnership
        unit, excluding charges, guidance range from $0.63 - $0.69 per share and
        operating partnership unit to $0.72 - $0.75 per share and operating
        partnership unit

Cogdell Spencer Inc. (NYSE: CSA), a real estate investment trust (REIT) that invests in specialty office buildings, including medical offices and ambulatory surgery and diagnostic centers, and provides strategic planning and design and construction services for the medical profession, announces financial results for the quarter ended September 30, 2009.

Third Quarter 2009 Results

For the third quarter of 2009, Cogdell Spencer Inc. reports FFOM of $8.8 million, or $0.18 per share and operating partnership unit. During the same period in 2008, FFOM was $8.2 million, or $0.33 per share and operating partnership unit. FFOM adds back to traditionally defined FFO non-cash amortization of non-real estate related intangible assets associated with purchase accounting.

FFO for the third quarter of 2009 was $8.5 million, or $0.17 per share and operating partnership unit. During the same period in 2008, FFO was $5.8 million, or $0.23 per share and operating partnership unit.

Net income attributable to Cogdell Spencer Inc. for the third quarter of 2009 was $1.2 million, or $0.03 per share. During the same period in 2008, net income (loss) was ($1.1 million), or ($0.07) per share.

A reconciliation of net income (loss) to FFOM and FFO for the three months ended September 30, 2009 is set forth on page 11.

As of September 30, 2009, the Company's portfolio consisted of 62 consolidated wholly-owned and joint venture properties, comprising a total of approximately 3.3 million net rentable square feet. The overall percentage of leased space at the Company's 62 in-service, consolidated properties as of September 30, 2009, was 90.6%. In addition, the Company has three unconsolidated joint venture properties comprising a total of approximately 0.2 million net rentable square feet and manages 48 properties for third party clients comprising a total of approximately 2.2 million net rentable square feet.

Results for the Nine Months Ended September 30, 2009

FFOM for the nine months ended September 30, 2009 was $23.3 million, or $0.62 per share and operating partnership unit, excluding after-tax charges totaling ($103.3 million), or ($2.77) per share and operating partnership unit, related to asset impairment, debt extinguishment and an interest rate derivative (see additional description below). FFOM for the nine months ended September 30, 2009, including the charges described above, was ($79.9 million), or ($2.14) per share and operating partnership unit. During the same period in 2008, FFOM was $21.3 million, or $0.92 per share and operating partnership unit.

FFO for the nine months ended September 30, 2009 was $20.6 million, or $0.55 per share and operating partnership unit, excluding the charges described above. FFO including the charges described above was ($82.7 million), or ($2.22) per share and operating partnership unit, for the nine months ended September 30, 2009. During the same period in 2008, FFO was $15.7 million, or $0.68 per share and operating partnership unit.

A reconciliation of net income (loss) to FFOM and FFO for the nine months ended September 30, 2009 is set forth on page 11.

Net income (loss) attributable to Cogdell Spencer Inc. for the nine months ended September 30, 2009, was ($0.2 million), or ($0.01) per share, excluding the charges described above. Net income (loss) attributable to Cogdell Spencer Inc. including the charges described above was ($71.3 million), or ($2.43) per share, for the nine months ended September 30, 2009. During the same period in 2008, net income (loss) was ($4.7 million), or ($0.31) per share.

During the nine months ended September 30, 2009, the Company recorded a pre-tax, non-cash impairment charge of ($120.9 million), or ($3.24) per share and operating partnership unit, and the Company recognized a non-cash income tax benefit related to the charge of $19.2 million, or $0.51 per share and operating partnership unit, resulting in an after-tax impairment charge of ($101.7 million), or ($2.73) per share and operating partnership unit. The charge was recorded during the first quarter of 2009. No impairment charge was recorded during the second or third quarters of 2009.

During the nine months ended September 30, 2009, the Company repaid $50.0 million of the $100.0 million outstanding under the Erdman senior secured term loan agreement ("Term Loan"). In connection with this repayment, the Term Loan interest rate and financial covenants were amended. As a result of the amendment, all unamortized Term Loan deferred finance costs and costs paid to the lenders that were party to the amendment were expensed. The charge to debt extinguishment and interest rate derivative expense was approximately $0.9 million, before income tax benefit. The Company recorded an income tax benefit of approximately $0.4 million related to this charge. The charge was recorded during the second quarter of 2009.

The Company previously entered into a $100.0 million interest rate swap agreement that fixed the floating rate portion of the $100.0 million Term Loan. Due to the repayment and the amendment to the Term Loan, approximately $1.6 million related to swap derivative hedge ineffectiveness was charged to debt extinguishment and interest rate derivative expense. The non-cash charge represents the portion of the mark to market fair value liability of the interest rate swap agreement for which there are no more future interest payments under the Term Loan. The Company recorded an income tax benefit of approximately $0.6 million related to this charge, resulting in after-tax charge of approximately $1.0 million. The charge was recorded during the second quarter of 2009.

The Company has not terminated the $100.0 million interest rate swap agreement. The $100.0 million interest rate swap agreement is being used to fix the floating rate portion on $50.0 million outstanding on the Term Loan and $50.0 million outstanding under the secured revolving Credit Facility.

Capital Transactions

In August 2009, the Company completed construction on the Alamance Regional Cancer Center, an 8,527 square foot, 100% leased addition to the medical office building located in Mebane, North Carolina. In connection with this addition, the Company obtained a $1.5 million mortgage note payable through Mebane Medical Investors, LLC, a consolidated real estate partnership of the Company. The mortgage note payable matures in May 2010 and has two one-year conditional extension options, an interest rate of LIBOR plus 4.00%, and monthly payments are interest-only.

In August 2009, the Company refinanced the Rocky Mount Kidney Center (located in Rocky Mount, North Carolina) mortgage note payable and extended the maturity date to August 2014. The interest rate is fixed at 6.75% and monthly principal and interest payments are based on a 15-year amortization schedule.

In October 2009, the Company obtained a $7.5 million mortgage note payable that is collateralized by the Randolph Medical Park, Lincoln/Lakemont Family Practice Center, and Northcross Family Medical Practice Building properties, all of which are located in Charlotte, North Carolina. The mortgage note payable matures in October 2014, has a fixed interest rate of 7.00%, and requires monthly principal and interest payments based on a 20-year amortization.

In October 2009, the Company exercised its extension option and extended the Methodist Professional Center I (located in Indianapolis, Indiana) mortgage note payable for a two year period. Associated with this extension, the Company repaid $4.5 million of the $30.0 million outstanding principal. The extended $25.5 million mortgage note payable matures in October 2011, has an interest rate of LIBOR plus 1.30%, and requires monthly principal and interest payments based on a 30-year amortization.

In October 2009, the Company refinanced the Hanover Medical Office Building One (located in Richmond, Virginia) mortgage note payable, which was to mature on November 1, 2009. The principal balance was increased from $4.7 million to $6.0 million and the $1.3 million additional proceeds will be used for general corporate purposes. The $6.0 million mortgage note payable matures in November 2014, has a fixed interest rate of 7.35%, and requires monthly principal and interest payments based on a 25-year amortization.

Dividend

On September 15, 2009, the Company announced that its Board of Directors had declared a quarterly dividend of $0.10 per share and operating partnership unit that was paid in cash on October 21, 2009 to holders of record on September 25, 2009. The dividend covered the Company's third quarter of 2009.

Outlook

The Company's management team expects that FFOM per share and operating partnership unit for the year ending December 31, 2009, will be between $0.72 and $0.75, excluding the impairment charges and debt extinguishment charges described above. A reconciliation of the range of projected net income (loss) to projected FFO and FFOM for the year ending December 31, 2009 is set forth below:


                                                     Guidance Range for the
                                                 Year Ending December 31, 2009
                                                 -----------------------------
                                                        Low           High
                                                        ---           ----
    (In thousands, except per share and operating
     partnership unit data)

      Net loss                                       $(105,000) -- $(104,000)
      Plus real estate related depreciation
       and amortization                                 29,000  --    29,000
      Less noncontrolling interests in real
       estate partnerships, before real estate
       related depreciation and amortization              (800) --      (800)
                                                          ----          ----
            Funds from Operations (FFO)                (76,800) --   (75,800)
      Plus amortization of intangibles related to
       purchase accounting, net of income tax benefit    3,000  --     3,000
                                                         -----         -----
            Funds from Operations Modified (FFOM)      (73,800) --   (72,800)
      Impairment charges, net of income tax benefit    101,700  --   101,700
                                                       -------       -------
            FFOM, excluding impairment charges          27,900  --    28,900
      Debt extinguishment charge, net of income tax
       benefit                                           1,500  --     1,500
                                                         -----         -----
            FFOM, excluding impairment charges and
             debt extinguishment charges               $29,400  --   $30,400
                                                       =======       =======

      FFO per share and unit - diluted                  $(1.89) --    $(1.87)
      FFOM per share and unit - diluted                 $(1.82) --    $(1.79)
      FFOM per share and unit -
       diluted, excluding impairment charges             $0.69  --     $0.71
      FFOM per share and unit - diluted, excluding
       impairment charges and debt extinguishment
       charges                                           $0.72  --     $0.75

      Weighted average shares and units outstanding
       - basic and diluted                              40,600  --    40,600

Supplemental operating and financial data are available in the Investor Relations section of the Company's Web site at www.cogdellspencer.com. The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the three and nine months ended September 30, 2009. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

FFO is a supplemental non-GAAP financial measure used by the real estate industry to measure the operating performance of real estate companies. FFOM adds back to traditionally defined FFO non-cash amortization of non-real estate related intangible assets associated with purchase accounting. The Company presents FFO and FFOM because it considers them important supplemental measures of operational performance. The Company believes FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. The Company believes that FFOM allows securities analysts, investors and other interested parties in evaluating current period results to results prior to the Erdman transaction. FFO and FFOM are intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and FFOM excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing a perspective not immediately apparent from net income. The Company computes FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and April 2002), which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. The Company adjusts the NAREIT definition to add back noncontrolling interests in consolidated real estate partnerships before real estate related depreciation and amortization. Further, FFO and FFOM do not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. FFO and FFOM should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as an indicator of the Company's performance, nor are they indicative of funds available to fund its cash needs, including its ability to pay dividends or make distributions. A reconciliation from GAAP net loss to FFO and FFOM is included as an attachment to this press release.

Conference Call

Cogdell Spencer Inc. invites you to attend the Company's Third Quarter 2009 Conference Call on Friday, October 30, 2009 at 10:00 a.m. (Eastern Daylight Time). The number to call for this teleconference is (800) 860-2442 (domestic) or (412) 858-4600 (international), and no passcode is required. In addition, the conference call can be accessed via the Internet at www.cogdellspencer.com through the "Q3 2009 Cogdell Spencer Earnings Conference Call" link on the Investor Relations page.

A playback will be available until November 9, 2009 at 9:00 a.m. (Eastern Standard Time). To access the playback, please dial (877) 344-7529 (domestic) or (412) 317-0088 (international) and enter the passcode: 434385. The replay can also be accessed via the Internet at www.cogdellspencer.com through the "Q3 2009 Cogdell Spencer Earnings Conference Call" link on the Investor Relations page.

About Cogdell Spencer Inc.

Charlotte-based Cogdell Spencer Inc. (NYSE: CSA) is a fully-integrated, self-administered, and self-managed real estate investment trust that invests in specialty office buildings for the medical profession, including medical offices and ambulatory surgery and diagnostic centers. The Company focuses on the ownership, delivery, acquisition, and management of strategically located medical office buildings and other healthcare related facilities in the United States of America. The Company has been built around understanding and addressing the full range of specialized real estate needs of the healthcare industry. Learn more about Cogdell Spencer Inc. and its subsidiaries at www.cogdellspencer.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements reflect the Company's views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially. Factors that may contribute to these differences include, but are not limited to the following: our business strategy; our ability to comply with financial covenants in our debt instruments; 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; Erdman's customers' access to financing; delays in project starts and cancellations by Erdman customers; the timing of capital expenditures by healthcare systems and providers; market trends; and projected capital expenditures.

For a further list and description of such risks and uncertainties, see the reports filed by the Company with the Securities and Exchange Commission, including the Company's Form 10-K for the year ended December 31, 2008. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be realized. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


                                Cogdell Spencer Inc.
                      Condensed Consolidated Balance Sheets
                                  (In thousands)
                                    (unaudited)

                                         September 30, 2009  December 31, 2008
                  Assets
    Real estate properties:
       Operating real estate properties        $539,104           $531,932
       Less: Accumulated depreciation           (87,733)           (69,285)
                                                 -------            -------
          Total operating real estate
           properties, net                       451,371            462,647
       Construction in progress                   52,260             15,314
                                                  ------             ------
             Total real estate properties, net   503,631            477,961
    Cash and cash equivalents                     25,773             34,668
    Restricted cash                               13,188             12,964
    Tenant and accounts receivable, net           17,910             43,523
    Goodwill                                     108,683            180,435
    Trade names and trademarks                    41,240             75,969
    Intangible assets, net                        22,837             45,363
    Other assets                                  29,241             29,207
                                                  ------             ------
       Total assets                             $762,503           $900,090
                                                ========           ========

          Liabilities and Equity
    Mortgage notes payable                      $266,961           $240,736
    Revolving credit facility                     80,000            124,500
    Term loan                                     50,000            100,000
    Accounts payable                              18,714             22,090
    Billings in excess of costs and estimated
     earnings on uncompleted contracts            23,216             17,025
    Deferred income taxes                         14,635             34,176
    Payable to prior Erdman shareholders          18,002             18,002
    Other liabilities                             47,751             60,567
                                                  ------             ------
       Total liabilities                         519,279            617,096
    Commitments and contingencies
    Equity:
       Cogdell Spencer Inc. stockholders'
        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, 42,547
           and 17,699 shares issued and
           outstanding in 2009 and 2008,
           respectively                              425                177
          Additional paid-in capital             369,539            275,380
          Accumulated other comprehensive loss    (3,160)            (5,106)
          Accumulated deficit                   (161,604)           (77,438)
                                                --------            -------
             Total Cogdell Spencer Inc.
              stockholders' equity               205,200            193,013
       Noncontrolling interests:
          Real estate partnerships                 4,857              4,657
          Operating partnership                   33,167             85,324
                                                  ------             ------
             Total noncontrolling interests       38,024             89,981
                                                  ------             ------
    Total equity                                 243,224            282,994
                                                 -------            -------
       Total liabilities and equity             $762,503           $900,090
                                                ========           ========



                                   Cogdell Spencer Inc.
                    Condensed Consolidated Statements of Operations
                       (In thousands, except per share amounts)
                                        (unaudited)

                                        For the Three        For the Nine
                                         Months Ended        Months Ended
                                         ------------        ------------
                                     Sept. 30, Sept. 30,  Sept. 30,  Sept. 30,
                                       2009      2008       2009      2008
                                       ----      ----       ----      ----
    Revenues:
       Rental revenue                  $20,049  $19,631   $59,376  $57,622
       Design-Build contract
        revenue and other sales         30,298   72,914   113,399  174,870
       Property management and other
        fees                               816      852     2,530    2,524
       Development management and
        other income                       239      622     3,266      751
                                           ---      ---     -----      ---
          Total revenues                51,402   94,019   178,571  235,767

    Expenses:
       Property operating and
        management                       8,163    8,370    23,975   23,403
       Design-Build contracts and
        development management          21,166   59,578    92,573  146,907
       Selling, general, and
        administrative                   7,876    7,599    21,218   20,396
       Depreciation and amortization     8,047   11,871    27,136   33,275
       Impairment charges                    -        -   120,920        -
                                           ---      ---   -------      ---
          Total expenses                45,252   87,418   285,822  223,981

                                         -----    -----  --------   ------
    Income (loss) from operations
     before other income (expense)       6,150    6,601  (107,251)  11,786

    Other income (expense):
       Interest and other income           161      210       456      682
       Interest expense                 (5,072)  (6,743)  (16,691) (18,695)
       Debt extinguishment and interest
        rate derivative expense            (10)       -    (2,501)       -
       Equity in earnings of
        unconsolidated partnerships         (4)      10         4       18
                                            --       --         -       --
          Total other income (expense)  (4,925)  (6,523)  (18,732) (17,995)

                                         -----       --  --------   ------
    Income (loss) from operations
     before income tax benefit
     (expense)                           1,225       78  (125,983)  (6,209)

    Income tax benefit (expense)           231     (883)   22,065     (143)
                                           ---     ----    ------     ----
    Net income (loss)                    1,456     (805) (103,918)  (6,352)
    Net loss (income) attributable to
     the noncontrolling interest in:
       Real estate partnerships            (17)    (920)     (158)    (859)
       Operating partnership              (191)     639    32,791    2,480
                                          ----      ---    ------    -----
    Net income (loss) attributable to
     Cogdell Spencer Inc.               $1,248  $(1,086) $(71,285) $(4,731)
                                        ======  =======  ========  =======

    Net income (loss) per share
     attributable to Cogdell Spencer
     Inc. - basic and diluted            $0.03   $(0.07)   $(2.43)  $(0.31)
                                         =====   ======    ======   ======

    Weighted average common
     shares - basic and diluted         42,539   15,747    29,299   15,170
                                        ======   ======    ======   ======



                                Cogdell Spencer Inc.
                            Business Segment Reporting
                                  (In thousands)
                                    (unaudited)


                                    Design-Build
    Three months ended    Property      and     Intersegment Unallocated
    September 30, 2009:  Operations Development Eliminations  and Other  Total
                         ---------- ----------- ------------  ---------  -----

    Revenues:
       Rental revenue      $20,072       $-        $(23)         $-   $20,049
       Design-Build
        contract revenue
        and other sales          -   40,644     (10,346)          -    30,298
       Property
        management
        and other fees         816        -           -           -       816
       Development
        management and
        other income             -      723        (484)          -       239
                               ---      ---        ----         ---       ---
          Total revenues    20,888   41,367     (10,853)          -    51,402

    Certain operating
     expenses:
       Property operating
        and management       8,163        -          -            -     8,163
       Design-Build
        contracts and
        development
        management               -   31,169    (10,003)           -    21,166
       Selling, general,
        and administrative       -    6,098        (23)           -     6,075
                               ---    -----        ---          ---     -----
          Total certain
           operating
           expenses          8,163   37,267    (10,026)           -    35,404
                             -----   ------    -------          ---    ------
                            12,725    4,100       (827)           -    15,998

    Interest and other
     income                    134       24          -            3       161
    Corporate general
     and administrative
     expenses                    -        -          -       (1,801)   (1,801)
    Interest expense             -        -          -       (5,072)   (5,072)
    Debt extinguishment
     and interest rate
     derivative expense          -        -          -          (10)      (10)
    Benefit from income
     taxes applicable to
     funds from
     operations modified         -        -          -            6         6
    Non-real estate
     related depreciation
     and amortization            -     (190)         -          (57)     (247)
    Earnings from
     unconsolidated real
     estate partnerships,
     before real estate
     related depreciation
     and amortization           (1)       -          -            -        (1)
    Noncontrolling interests
     in real estate
     partnerships, before
     real estate related
     depreciation and
     amortization             (206)       -          -            -      (206)
                              ----      ---        ---          ---      ----
          Funds from
           operations
           modified (FFOM)  12,652    3,934       (827)      (6,931)    8,828

    Amortization of
     intangibles
     related to
     purchase
     accounting, net of
     income tax benefit        (42)    (536)         -          225      (353)
                               ---     ----        ---          ---      ----
          Funds from
           operations
           (FFO)            12,610    3,398       (827)      (6,706)    8,475

    Real estate related
     depreciation and
     amortization           (7,225)       -          -            -    (7,225)
    Noncontrolling
     interests in real
     estate partnerships,
     before real estate
     related depreciation
     and amortization          206        -          -            -       206
                               ---      ---        ---          ---       ---
    Net income (loss)        5,591    3,398       (827)      (6,706)    1,456
    Net loss (income)
     attributable to the
     noncontrolling
     interest in:
       Real estate
        partnerships           (17)       -          -            -       (17)
       Operating partnership     -        -          -         (191)     (191)
                               ---      ---        ---         ----      ----
    Net income (loss)
     attributable to
     Cogdell Spencer Inc.   $5,574   $3,398      $(827)     $(6,897)   $1,248
                            ======   ======      =====      =======    ======



                                    Cogdell Spencer Inc.
                                Business Segment Reporting
                                      (In thousands)
                                       (unaudited)

                                    Design-Build
    Nine months ended     Property      and     Intersegment Unallocated
    September 30, 2009:  Operations Development Eliminations  and Other  Total
                         ---------- ----------- ------------  ---------  -----

    Revenues:
       Rental revenue      $59,445        $-       $(69)         $-   $59,376
       Design-Build
        contract revenue
        and other sales          -   133,813    (20,414)          -   113,399
       Property management
        and other fees       2,530         -          -           -     2,530
       Development
        management and
        other income             -     5,793     (2,527)          -     3,266
                               ---     -----     ------         ---     -----
          Total revenues    61,975   139,606    (23,010)          -   178,571

    Certain operating
     expenses:
       Property operating
        and management      23,975         -          -           -    23,975
       Design-Build
        contracts and
        development
        management               -   112,236    (19,663)          -    92,573
       Selling, general,
        and administrative       -    14,758        (69)          -    14,689
       Impairment charges        -   120,920          -           -   120,920
                               ---   -------        ---         ---   -------
          Total certain
           operating
           expenses         23,975   247,914    (19,732)          -   252,157
                            ------   -------    -------         ---   -------
                            38,000  (108,308)    (3,278)          -   (73,586

    Interest and other
     income                    404        28          -          24       456
    Corporate general
     and administrative
     expenses                    -         -          -      (6,529)   (6,529)
    Interest expense             -         -          -     (16,691)  (16,691)
    Prepayment penalty
     on early
     extinguishment of
     debt                        -         -          -      (2,501)   (2,501)
    Benefit from income
     taxes applicable to
     funds from
     operations modified         -         -          -      20,316    20,316
    Non-real estate
     related depreciation
     and amortization            -      (580)         -        (168)     (748)
    Earnings from
     unconsolidated real
     estate partnerships,
     before real estate
     related depreciation
     and amortization           13         -          -           -        13
    Noncontrolling interests
     in real estate
     partnerships, before
     real estate related
     depreciation and
     amortization             (676)        -          -           -      (676)
                              ----       ---        ---         ---      ----
          Funds from
           operations
           modified (FFOM)  37,741  (108,860)    (3,278)     (5,549)  (79,946)

    Amortization of
     intangibles
     related to
     purchase
     accounting, net of
     income tax benefit       (127)   (4,357)         -       1,749    (2,735)
                              ----    ------        ---       -----    ------
          Funds from
           operations
           (FFO)            37,614  (113,217)    (3,278)     (3,800)  (82,681)

    Real estate related
     depreciation and
     amortization          (21,913)        -          -           -   (21,913)
    Noncontrolling
     interests
     in real estate
     partnerships, before
     real estate related
     depreciation and
     amortization              676         -          -           -       676
                               ---       ---        ---         ---       ---
    Net income (loss)       16,377  (113,217)    (3,278)     (3,800) (103,918)
    Net loss (income)
     attributable to the
     noncontrolling interest
     in:
       Real estate
        partnerships          (158)        -          -           -      (158)
       Operating
        partnership              -         -          -      32,791    32,791
                               ---       ---        ---      ------    ------
    Net income (loss)
     attributable to
     Cogdell Spencer Inc.  $16,219 $(113,217)   $(3,278)    $28,991  $(71,285)
                           ======= =========    =======     =======  ========



                                Cogdell Spencer Inc.
      Reconciliation of Net Loss to Funds from Operations Modified (FFOM) (1)
                (In thousands, except per share and unit amounts)
                                     (unaudited)

                                  For the Three      For the Nine
                                   Months Ended      Months Ended
                                   ------------      ------------
                               Sept. 30, Sept. 30, Sept. 30, Sept. 30,
                                 2009       2008     2009      2008
                                 ----       ----     ----      ----

    Net income (loss)            $1,456   $(805) $(103,918) $(6,352)
    Add:
       Real estate related
        depreciation and
        amortization:
          Wholly-owned and
           consolidated
           properties             7,222   7,548     21,905   23,158
          Unconsolidated real
           estate partnerships        3       3          8        9
    Less:
       Noncontrolling
        interests in real estate
        partnerships, before
        real estate related
        depreciation and
        amortization               (206)   (977)      (676)  (1,128)
                                   ----    ----       ----   ------
    Funds from Operations
     (FFO) (1)                    8,475   5,769    (82,681)  15,686
       Amortization of
        intangibles related to
        purchase accounting, net
        of income tax benefit       353   2,390      2,735    5,594
                                    ---   -----      -----    -----
    Funds from Operations
     Modified (FFOM) (1)         $8,828  $8,159   $(79,946) $21,280
                                 ======  ======   ========  =======

    FFO per share and unit -
     basic and diluted            $0.17   $0.23     $(2.22)   $0.68
    FFOM per share and unit -
     basic and diluted            $0.18   $0.33     $(2.14)   $0.92

    Weighted average shares
     and units outstanding -
     basic and diluted           50,070  24,993     37,323   23,161

(1) FFO is a supplemental non-GAAP financial measure used by the real estate industry to measure the operating performance of real estate companies. FFOM adds back to traditionally defined FFO non-cash amortization of non-real estate related intangible assets associated with purchase accounting. The Company presents FFO and FFOM because it considers them important supplemental measures of operational performance. The Company believes FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing a perspective not immediately apparent from net income. The Company computes FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and April 2002), which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. The Company adjusts the NAREIT definition to add back noncontrolling interests in consolidated real estate partnerships before real estate related depreciation and amortization. Further, FFO and FFOM do not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. FFO and FFOM should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as an indicator of the Company's performance, nor are they indicative of funds available to fund its cash needs, including its ability to pay dividends or make distributions.

SOURCE Cogdell Spencer Inc.


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