##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended December 31, 2007
 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: 001-32417
 Education Realty Trust, Inc.
  Maryland
    
    20-1352180(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)530 Oak Court Drive, Suite 300
    
    38117Memphis Tennessee
    
    (Zip Code)(Address of principal executive offices)
 
 Title of class
    
    Name of exchange on which registeredCommon Stock, $.01 par value per share
    
    New York Stock Exchange
 None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
    
    Smaller reporting company o
 o þ




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##### Table of Contents



DOCUMENTS INCORPORATED BY REFERENCE
  FORWARD-LOOKING STATEMENTS
   2




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##### 



EDUCATION REALTY TRUST, INC.      FISCAL 2007 FORM 10-K
 PART IItem 1. Business
    
    
    4Item 1A. Risk Factors
    
    
    12Item 1B. Unresolved Staff Comments
    
    
    22Item 2. Properties
    
    
    23Item 3. Legal Proceedings
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    27Item 6. Selected Financial Data
    
    
    29Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    33Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    50Item 8. Financial Statements and Supplementary Data
    
    
    51Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
    
    
    98Item 9A. Controls and Procedures
    
    
    98Item 9B. Other Information
    
    
    98PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    98Item 11. Executive Compensation
    
    
    98Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    98Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    99Item 14. Principal Accounting Fees and Services
    
    
    99PART IVItem 15. Signatures
    
    
    100Exhibits
    
    
    101EX-21.1 LIST OF SUBSIDIARIESEX-23.1 CONSENT OF DELOITTE & TOUCHE LLPEX-23.2 CONSENT OF WINDHAM BRANNON, P.L.EX-23.3 CONSENT OF REZNICK GROUP, P.C.EX-31.1 SECTION 302 CERTIFICATION OF THE PEOEX-31.2 SECTION 302 CERTIFICATION OF THE PFOEX-32.1 SECTION 906 CERTIFICATION OF THE PEO AND PFO
  3




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PART I
 
 Item 1. Business.
  Our Company
  Initial Public Offering and Formation Transactions
     REIT Status and Taxable REIT Subsidiary
  4




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Business and Growth Strategy
  Acquisition Strategy
  
    
    university and campus reputation;
    
    competitive admissions criteria;
    
    limited number of on-campus beds and limited plans for expansion;
    
    distance of property from campus;
    
    property unit mix;
    
    competition;
    
    significant out-of-state enrollment;
    
    past operating performance;
    
    potential for improved management;
    
    ownership and capital structure;
    
    presence of desired amenities;
    
    maintenance and condition of the property;
    
    access to a university-sponsored or public transportation line; and
    
    parking availability.
   Operating Strategy
  5




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Maximize property profitability.
 
    
    establishing internal controls and procedures for cost control
consistently throughout our communities;
    
    operating with flat property-level management structures, minimizing
multiple layers of management;
    
    negotiating service-level pricing arrangements with national and
regional vendors and requiring corporate-level approval of service
agreements for each community; and
    
    conducting an annual assessment of the costs and effectiveness of each
of our marketing strategies in order to place greater emphasis on
lower cost/high-impact initiatives.
 Proactive marketing practices.
 Develop and retain personnel.
 Maintain and develop strategic relationships.
 Third-Party Services
   Third-party management services
  6




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Property
    
    University
    
    # of Beds
    
    # of UnitsOn-campus propertiesUniversity Park  Calhoun Street Apartments
    
    University of Cincinnati
    
    
    747
    
    
    
    288Reinhard Villages
    
    Clarion University of Pennsylvania
    
    
    656
    
    
    
    180University Park
    
    Salisbury University (Maryland)
    
    
    578
    
    
    
    145University Park  Phase II
    
    Salisbury University (Maryland)
    
    
    312
    
    
    
    108Bettie Johnson Hall
    
    University of Louisville
    
    
    490
    
    
    
    224Herman & Heddy Kurz Hall
    
    University of Louisville
    
    
    402
    
    
    
    224Billy Minardi Hall
    
    University of Louisville
    
    
    38
    
    
    
    20Community Park
    
    University of Louisville
    
    
    358
    
    
    
    101University Village
    
    California State University  San Marcos
    
    
    620
    
    
    
    126Arlington Park Apartments
    
    University of Northern Colorado
    
    
    394
    
    
    
    179Blazer Hall
    
    University of Alabama  Birmingham
    
    
    753
    
    
    
    190Total on-campus
    
    
    
    
    5,348
    
    
    
    1,785Off-campus propertiesGranville Towers
    
    University of North Carolina at Chapel Hill
    
    
    1,321
    
    
    
    349Illini Tower
    
    University of Illinois at Champaign
    
    
    725
    
    
    
    206Honeysuckle Apartments
    
    Bloomsburg University of Pennsylvania
    
    
    407
    
    
    
    104Evergreen Commons
    
    Lock Haven University of Pennsylvania
    
    
    408
    
    
    
    108Campus Village
    
    University of Colorado  Denver
    
    
    685
    
    
    
    210The College Inn
    
    North Carolina State University
    
    
    440
    
    
    
    121Village at Chandler Crossing I
    
    Michigan State & Central Michigan University
    
    
    732
    
    
    
    252Village at Chandler Crossing II
    
    Michigan State & Central Michigan University
    
    
    336
    
    
    
    84The Club at Chandler Crossing
    
    Michigan State & Central Michigan University
    
    
    768
    
    
    
    210Landing at Chandler Crossing
    
    Michigan State & Central Michigan University
    
    
    936
    
    
    
    306The Village at Bluegrass
    
    Michigan State & Central Michigan University
    
    
    744
    
    
    
    228Upper Eastside Lofts
    
    Sacramento State University
    
    
    408
    
    
    
    132University Village (1)
    
    University of North Carolina - Greensboro
    
    
    600
    
    
    
    203University Village Towers (1)
    
    University of California - Riverside
    
    
    548
    
    
    
    149The Reserve on Stinson (1)
    
    University of Oklahoma
    
    
    612
    
    
    
    204Fontainebleu (1)
    
    University of California - Santa Barbara
    
    
    435
    
    
    
    99Total off-campus
    
    
    
    
    10,105
    
    
    
    2,965Totals (for both on- and off-campus)
    
    
    
    
    15,453
    
    
    
    4,750
 
 (1)
    
    EDR holds a minority interest in the community. Third-party development consulting services
  
    
    market analysis and evaluation of housing needs and options;
    
    cooperation with university in architectural design;
 7




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
    
    negotiation of ground lease, development agreement, construction
contract, architectural contract and bond documents;
    
    oversight of architectural design process;
    
    coordination of governmental and university plan approvals;
    
    oversight of construction process;
    
    design, purchase and installation of furniture;
    
    pre-opening marketing to students; and
    
    obtaining final approvals of construction.
   Our Operations
   Residence Life and Student Development
  
    
    community-building and social activities geared to university-related
events, holidays, public safety and education;
    
    study and attention skills counseling;
    
    career development, resume writing and employment search skill
training;
 8




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
    
    sponsorship of intramural sport teams, academic clubs and alumni-based
activities;
    
    parent and resident appreciation events;
    
    community service activities including recycling, blood drives, food
drives and student volunteer committees;
    
    lectures focused on social issues, including effective communication,
multi-cultural awareness and substance abuse;
    
    university outreach activities; and
    
    voter registration, enrollment and education.
  Marketing
    Leasing
    9




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Strategic Relationships
    Competition
 Competition from universities
   Competition from private owners
  10




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Employees
  
    
    1,110 on-site employees, including 448 Community Assistants;
    
    17 people in our property management services department;
    
    14 people in our development consulting services department; and
    
    55 executive, corporate administration and financial personnel.
  NumberKey Employees
    
    Title
    
    of YearsPaul O. Bower
    
    Chairman, Chief Executive
Officer and President
    
    
    38Craig L. Cardwell
    
    President of Allen & OHara
Education Services, Inc.
    
    
    36Thomas J. Hickey
    
    Senior Vice President of
Allen & OHara Education
Services, Inc.
    
    
    35Wallace L. Wilcox
    
    Vice President of Construction
    
    
    27William W. Harris
    
    President of Allen & OHara
Development Company
    
    
    25Thomas Trubiana
    
    Senior Vice President and
Chief Investment Officer
    
    
    31Susan B. Arrison
    
    Vice President of Human
Resources
    
    
    17Randall H. Brown
    
    Executive Vice President and
Chief Financial Officer
    
    
    8
 NYSE Certifications
  Code of Business Conduct and Ethics
 www.educationrealty.com
 Available Information
   11




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Item 1A. Risk Factors.
 Risks related to our properties and our business
 Our results of operations are subject to the following risks inherent in the student housing
industry: annual leasing cycle, concentrated lease-up period, seasonal cash flows and increased
risk of student defaults during the summer months of a twelve-month lease.
  Our use of debt financing reduces cash available for distribution and may expose us to the risk of
default under our debt obligations.
  
    
    we may be unable to borrow additional funds as needed or on favorable
terms;
    
    we may be unable to refinance our indebtedness at maturity or the
refinancing terms may be less favorable than the terms of our original
indebtedness;
    
    we may be forced to dispose of one or more of our properties, possibly
on disadvantageous terms;
    
    we may default on our payment or other obligations as a result of
insufficient cash flow or otherwise, and the lenders or mortgagees may
foreclose on our properties that secure their loans and receive an
assignment of rents and leases; and
    
    foreclosures could create taxable income without accompanying cash
proceeds, a circumstance that could hinder our ability to meet the
REIT distribution requirements.
 We face significant competition from university-owned student housing and from other private
student housing communities located within close proximity to universities.
  12




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We may not be able to recover our costs for our development consulting services.
  We may not be able to recover internal development costs.
  We may be unable to take advantage of certain disposition opportunities because of additional costs
we have agreed to pay if we sell certain of our properties in taxable transactions for a period of
five years.
  13




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We rely on our relationships with universities, and changes in university personnel and/or policies
could adversely affect our operating results.
   Our growth will be dependent upon our ability to acquire and/or develop, lease, integrate and
manage additional student housing communities successfully.
   
    
    we may be unable to acquire a desired property at all or at a desired
purchase price because of competition from other purchasers of student
housing;
    
    many of our future acquisitions are likely to be dependent on external
financing, and we may be unable to finance an acquisition on favorable
terms or at all;
    
    we may be required to incur significant capital expenditures to
improve or renovate acquired properties;
    
    we may be unable to quickly and efficiently integrate new
acquisitions, particularly acquisitions of portfolios of properties,
into our existing operations;
    
    market conditions may result in higher than expected vacancy rates and
lower than expected rental rates; and
    
    we may acquire properties subject to liabilities but without any
recourse, or with only limited recourse, to the sellers, or with
liabilities that are unknown to us, such as liabilities for
undisclosed environmental contamination, claims by tenants, vendors or
other persons dealing with the former owners of the properties and
claims for indemnification by members, directors, officers and others
indemnified by the former owners of the properties.
  Risks related to the real estate industry
 Our performance and the value of our real estate assets are subject to risks associated with real
estate assets and with the real estate industry.
  14




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
    
    local oversupply of student housing units, increased competition or
reduction in demand for student housing;
    
    inability to collect rent from tenants;
    
    vacancies or our inability to lease beds on favorable terms;
    
    inability to finance property development and acquisitions on
favorable terms;
    
    increased operating costs, including insurance premiums, utilities,
and real estate taxes;
    
    costs of complying with changes in governmental regulations;
    
    the relative illiquidity of real estate investments;
    
    changing student demographics;
    
    decreases in student enrollment at particular colleges and
universities;
    
    changes in university policies related to admissions;
    
    national, regional and local economic conditions; and
    
    rising interest rates.
 We will depend heavily on the availability of equity and debt capital to fund our business.
  
    
    general market conditions;
    
    our current debt levels and the number of properties subject to
encumbrances;
    
    our current performance and the markets perception of our growth
potential;
    
    our cash flow and cash distributions; and
    
    the market price per share of our common stock.
  Financing our future growth plan or refinancing existing debt maturities could be adversely
impacted by negative capital market conditions.
  We have limited time to perform due diligence on many of our acquired properties, which could
subject us to significant unexpected liabilities and under-performance of the acquired properties.
  15




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Certain losses may not be covered by insurance .
  Future terrorist attacks in the United States could harm the demand for and the value of our
student housing communities.
   We could incur significant costs related to government regulation and private litigation over
environmental matters.
  16




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We could be exposed to liability and remedial costs related to environmental matters.
      17




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We may incur significant costs complying with the Americans with Disabilities Act and similar laws.
   We may incur significant costs complying with other regulations.
  Our potential participation in joint ventures presents additional risks.
  Illiquidity of real estate investments could significantly impede our ability to respond to adverse
changes in the performance of our properties.
  18




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Risks related to our organization and structure
 To maintain our REIT status, we may be forced to limit the activities of our Management Company.
  Our charter contains restrictions on the ownership and transfer of our stock.
   Certain tax and anti-takeover provisions of our charter and bylaws may inhibit a change of our
control.
  
    
    the REIT ownership limit described above;
    
    authorization of the issuance of our preferred shares with powers,
preferences or rights to be determined by our board of directors;
 19




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
    
    the right of our board of directors, without a stockholder vote, to
increase our authorized shares and classify or reclassify unissued shares; and
    
    advance notice requirements for stockholder nomination of directors
and for other proposals to be presented at stockholder meetings.
 The Maryland business statutes also impose potential restrictions on a change of control of our
Company.
  We have the right to change some of our policies that may be important to our stockholders without
stockholder consent.
  The ability of our board of directors to revoke our REIT election without stockholder approval may
cause adverse consequences to our stockholders.
  Our rights and the rights of our stockholders to take action against our directors and officers are
limited.
  Our success depends on key personnel whose continued service is not guaranteed.
  20




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Federal income tax risks
 Failure to qualify as a REIT would have significant adverse consequences to us and the value of our
stock.
  
    
    we would not be allowed a deduction for distributions to stockholders
in computing our taxable income, and such amounts would be subject to
federal income tax at regular corporate rates;
    
    we also could be subject to the federal alternative minimum tax and
possibly increased state and local taxes; and
    
    unless we are entitled to relief under applicable statutory
provisions, we could not elect to be taxed as a REIT for four taxable
years following the year during which we were disqualified.
   We may be subject to federal and state income taxes that would harm our financial condition.
  21




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An investment in our common stock has various tax risks, including the treatment of distributions
in excess of earnings and the inability to apply passive losses against distributions.
  Future distributions may include a significant portion as a return of capital.
  
 Item 1B. Unresolved Staff Comments.
  22




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Item 2. Properties.
 General
    
    
    located in close proximity to university campuses (within two miles or
less);
    
    average age of approximately 9 years;
    
    designed specifically for students with modern unit plans and
amenities; and
    
    supported by our long-standing Community Assistant program and other
student-oriented activities and services that enhance the college
experience.
 Properties
  Year EndedDecember 31, 2007Average
    
    
    Monthly
    
    
    Revenue perYear
    
    
    Acquisition
    
    
    # of
    
    
    # of
    
    
    Occupancy
    
    
    Total
    
    
    AvailableName
    
    Primary University Served
    
    Built
    
    
    Date
    
    
    Beds
    
    
    Units
    
    
    Rate(1)
    
    
    Revenue
    
    
    Bed(2)(In thousands)Owned and OperatedNorthPointe
    
    University of Arizona
    
    
    1999
    
    
    Jan 05
    
    
    912
    
    
    
    300
    
    
    
    93.2
    %
    
    $
    326
    
    
    $
    358The Reserve at Athens
    
    University of Georgia
    
    
    1999
    
    
    Jan 05
    
    
    612
    
    
    
    200
    
    
    
    99.6
    
    
    
    237
    
    
    
    387The Reserve at Clemson
    
    Clemson University
    
    
    1999
    
    
    Jan 05
    
    
    590
    
    
    
    177
    
    
    
    92.3
    
    
    
    185
    
    
    
    313Players Club
    
    Florida State University
    
    
    1994
    
    
    Jan 05
    
    
    336
    
    
    
    84
    
    
    
    97.7
    
    
    
    136
    
    
    
    405The Gables
    
    Western Kentucky University
    
    
    1996
    
    
    Jan 05
    
    
    288
    
    
    
    72
    
    
    
    97.9
    
    
    
    88
    
    
    
    305College Station
    
    Augusta State University
    
    
    1989
    
    
    Jan 05
    
    
    203
    
    
    
    61
    
    
    
    68.7
    
    
    
    40
    
    
    
    195University Towers
    
    North Carolina State University
    
    
    1989
    
    
    Jan 05
    
    
    953
    
    
    
    251
    
    
    
    78.0
    
    
    
    444
    (4)
    
    
    466
    (4)The Pointe at South Florida
    
    University of South Florida
    
    
    1999
    
    
    Jan 05
    
    
    1,002
    
    
    
    336
    
    
    
    92.3
    
    
    
    389
    
    
    
    388Commons at Knoxville
    
    University of Tennessee
    
    
    1999
    
    
    Jan 05
    
    
    708
    
    
    
    211
    
    
    
    98.0
    
    
    
    307
    
    
    
    433The Commons
    
    Florida State University
    
    
    1997
    
    
    Jan 05
    
    
    732
    
    
    
    252
    
    
    
    93.9
    
    
    
    248
    
    
    
    339The Reserve on Perkins
    
    Oklahoma State University
    
    
    1999
    
    
    Jan 05
    
    
    732
    
    
    
    234
    
    
    
    94.4
    
    
    
    229
    
    
    
    313The Reserve at Star Pass
    
    University of Arizona
    
    
    2001
    
    
    Jan 05
    
    
    1,020
    
    
    
    336
    
    
    
    94.2
    
    
    
    373
    
    
    
    366The Pointe at Western
    
    Western Michigan University
    
    
    2000
    
    
    Jan 05
    
    
    876
    
    
    
    324
    
    
    
    95.5
    
    
    
    335
    
    
    
    382College Station at
W. Lafayette
    
    Purdue University
    
    
    2000
    
    
    Jan 05
    
    
    960
    
    
    
    336
    
    
    
    95.2
    
    
    
    331
    
    
    
    345Commons on Kinnear
    
    The Ohio State University
    
    
    2000
    
    
    Jan 05
    
    
    502
    
    
    
    166
    
    
    
    96.0
    
    
    
    230
    
    
    
    459The Pointe
    
    Pennsylvania State University
    
    
    1999
    
    
    Jan 05
    
    
    984
    
    
    
    294
    
    
    
    98.8
    
    
    
    380
    
    
    
    386The Reserve at Columbia
    
    University of Missouri
    
    
    2000
    
    
    Jan 05
    
    
    676
    
    
    
    260
    
    
    
    92.7
    
    
    
    232
    
    
    
    343The Reserve on Frankford
    
    Texas Tech University
    
    
    1997
    
    
    Jan 05
    
    
    737
    
    
    
    243
    
    
    
    88.5
    
    
    
    232
    
    
    
    315
 23




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Year EndedDecember 31, 2007Average
    
    
    Monthly
    
    
    Revenue perYear
    
    
    Acquisition
    
    
    # of
    
    
    # of
    
    
    Occupancy
    
    
    Total
    
    
    AvailableName
    
    Primary University Served
    
    Built
    
    
    Date
    
    
    Beds
    
    
    Units
    
    
    Rate(1)
    
    
    Revenue
    
    
    Bed(2)(In thousands)The Lofts
    
    University of Central Florida
    
    
    2002
    
    
    Jan 05
    
    
    730
    
    
    
    254
    
    
    
    98.2
    
    
    
    426
    
    
    
    584The Reserve on West 31st
    
    University of Kansas
    
    
    1998
    
    
    Jan 05
    
    
    720
    
    
    
    192
    
    
    
    92.6
    
    
    
    234
    
    
    
    325Campus Creek
    
    University of Mississippi
    
    
    2004
    
    
    Feb 05
    
    
    636
    
    
    
    192
    
    
    
    97.1
    
    
    
    265
    
    
    
    417Pointe West
    
    University of South Carolina
    
    
    2003
    
    
    Mar 05
    
    
    480
    
    
    
    144
    
    
    
    99.8
    
    
    
    207
    
    
    
    432Campus Lodge
    
    University of Florida
    
    
    2001
    
    
    Jun 05
    
    
    1,116
    
    
    
    360
    
    
    
    96.4
    
    
    
    593
    
    
    
    531College Grove
    
    Middle Tennessee State University
    
    
    1998
    
    
    Apr 05
    
    
    864
    
    
    
    240
    
    
    
    97.8
    
    
    
    285
    
    
    
    329The Reserve on South College
    
    Auburn University
    
    
    1999
    
    
    Jul 05
    
    
    576
    
    
    
    180
    
    
    
    96.2
    
    
    
    203
    
    
    
    352Players Club
    
    Georgia Southern University
    
    
    1993
    
    
    Jun 06
    
    
    624
    
    
    
    214
    
    
    
    78.8
    
    
    
    182
    
    
    
    292Sub-total owned and operated
    
    
    
    
    1998
    (3)
    
    
    
    
    
    
    18,569
    
    
    
    5,913
    
    
    
    93.6
    (3)
    
    $
    7,137
    
    
    $
    384
    (3)Owned and Leased Properties(5)Troy Place
    
    Troy State University
    
    
    2000
    
    
    Jan 06
    
    
    408
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    Jacksonville Place
    
    Jacksonville State University
    
    
    2000
    
    
    Jan 06
    
    
    504
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Macon Place
    
    Macon State College
    
    
    1999
    
    
    Jan 06
    
    
    336
    
    
    
    84
    
    
    
    
    
    
    
    
    
    
    
    Clayton Place
    
    Clayton College & State University
    
    
    1999
    
    
    Jan 06
    
    
    854
    
    
    
    221
    
    
    
    
    
    
    
    
    
    
    
    River Place
    
    State University of West Georgia
    
    
    2000
    
    
    Jan 06
    
    
    504
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Murray Place
    
    Murray State University
    
    
    2000
    
    
    Jan 06
    
    
    408
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    Cape Place
    
    Southeast Missouri State University
    
    
    2000
    
    
    Jan 06
    
    
    360
    
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    Clemson Place
    
    Clemson University
    
    
    1998
    
    
    Jan 06
    
    
    288
    
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    Martin Place
    
    University of Tennessee at Martin
    
    
    2000
    
    
    Jan 06
    
    
    384
    
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    Berkeley Place
    
    Clemson University
    
    
    1999
    
    
    Jan 06
    
    
    480
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Carrollton Place
    
    State University of West Georgia
    
    
    1998
    
    
    Jan 06
    
    
    336
    
    
    
    84
    
    
    
    
    
    
    
    
    
    
    
    Statesboro Place
    
    Georgia Southern University
    
    
    1999
    
    
    Jan 06
    
    
    528
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Western Place
    
    Western Kentucky University
    
    
    2000
    
    
    Jan 06
    
    
    504
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Sub-total owned and leased properties
    
    
    
    
    1999
    (3)
    
    
    
    
    
    
    5,894
    
    
    
    1,553
    
    
    
    
    
    
    
    
    
    
    
    Total owned properties
    
    
    
    
    1999
    (3)
    
    
    
    
    
    
    24,463
    
    
    
    7,466
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Average of the physical month-end occupancy rates.(2)
    
    Monthly revenue per available bed for 2007 is equal to total revenue for the year ended December 31, 2007 divided by the sum of the design beds (including staff and model beds) at the property each month. For properties
acquired during the year, monthly revenue per available bed equals total revenue for the period subsequent to acquisition through December 31, 2007 divided by the sum of the design beds (including staff and model beds)
at the property each month.(3)
    
    Represents average for all properties in portfolio.(4)
    
    Revenues and revenue per available bed for University Towers excludes revenue from food service operations.(5)
    
    EDR did not operate the Place Portfolio during 2007, and therefore no operating statistics are presented. On February 1, 2008, the lease with Place Properties LLC was terminated and EDR began operating these properties. Year EndedDecember 31, 2006Average
    
    
    Monthly
    
    
    Revenue perYear
    
    
    Acquisition
    
    
    # of
    
    
    # of
    
    
    Occupancy
    
    
    Total
    
    
    AvailableName
    
    Primary University Served
    
    Built
    
    
    Date
    
    
    Beds
    
    
    Units
    
    
    Rate(1)
    
    
    Revenue
    
    
    Bed(2)(In thousands)Owned and OperatedNorthPointe
    
    University of Arizona
    
    
    1999
    
    
    Jan 05
    
    
    912
    
    
    
    300
    
    
    
    89.1
    %
    
    $
    294
    
    
    $
    323The Reserve at Athens
    
    University of Georgia
    
    
    1999
    
    
    Jan 05
    
    
    612
    
    
    
    200
    
    
    
    99.4
    
    
    
    228
    
    
    
    373The Reserve at Clemson
    
    Clemson University
    
    
    1999
    
    
    Jan 05
    
    
    590
    
    
    
    177
    
    
    
    92.7
    
    
    
    190
    
    
    
    322Players Club
    
    Florida State University
    
    
    1994
    
    
    Jan 05
    
    
    336
    
    
    
    84
    
    
    
    94.4
    
    
    
    128
    
    
    
    380The Gables
    
    Western Kentucky University
    
    
    1996
    
    
    Jan 05
    
    
    288
    
    
    
    72
    
    
    
    96.2
    
    
    
    86
    
    
    
    298College Station
    
    Augusta State University
    
    
    1989
    
    
    Jan 05
    
    
    203
    
    
    
    61
    
    
    
    63.1
    
    
    
    35
    
    
    
    174University Towers
    
    North Carolina State University
    
    
    1989
    
    
    Jan 05
    
    
    953
    
    
    
    251
    
    
    
    82.9
    
    
    
    432
    (4)
    
    
    453
    (4)The Pointe at South Florida
    
    University of South Florida
    
    
    1999
    
    
    Jan 05
    
    
    1,002
    
    
    
    336
    
    
    
    97.0
    
    
    
    397
    
    
    
    397Commons at Knoxville
    
    University of Tennessee
    
    
    1999
    
    
    Jan 05
    
    
    708
    
    
    
    211
    
    
    
    97.3
    
    
    
    291
    
    
    
    411The Commons
    
    Florida State University
    
    
    1997
    
    
    Jan 05
    
    
    732
    
    
    
    252
    
    
    
    93.4
    
    
    
    252
    
    
    
    345The Reserve on Perkins
    
    Oklahoma State University
    
    
    1999
    
    
    Jan 05
    
    
    732
    
    
    
    234
    
    
    
    91.1
    
    
    
    210
    
    
    
    287
 24




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##### Table of Contents



Year EndedDecember 31, 2006Average
    
    
    Monthly
    
    
    Revenue perYear
    
    
    Acquisition
    
    
    # of
    
    
    # of
    
    
    Occupancy
    
    
    Total
    
    
    AvailableName
    
    Primary University Served
    
    Built
    
    
    Date
    
    
    Beds
    
    
    Units
    
    
    Rate(1)
    
    
    Revenue
    
    
    Bed(2)(In thousands)The Reserve at Star Pass
    
    University of Arizona
    
    
    2001
    
    
    Jan 05
    
    
    1,020
    
    
    
    336
    
    
    
    93.0
    
    
    
    333
    
    
    
    327The Pointe at Western
    
    Western Michigan University
    
    
    2000
    
    
    Jan 05
    
    
    876
    
    
    
    324
    
    
    
    96.6
    
    
    
    331
    
    
    
    378College Station at
W. Lafayette
    
    Purdue University
    
    
    2000
    
    
    Jan 05
    
    
    960
    
    
    
    336
    
    
    
    91.0
    
    
    
    315
    
    
    
    328Commons on Kinnear
    
    The Ohio State University
    
    
    2000
    
    
    Jan 05
    
    
    502
    
    
    
    166
    
    
    
    95.6
    
    
    
    231
    
    
    
    460The Pointe
    
    Pennsylvania State University
    
    
    1999
    
    
    Jan 05
    
    
    984
    
    
    
    294
    
    
    
    96.7
    
    
    
    357
    
    
    
    363The Reserve at Columbia
    
    University of Missouri
    
    
    2000
    
    
    Jan 05
    
    
    676
    
    
    
    260
    
    
    
    90.4
    
    
    
    243
    
    
    
    359The Reserve on Frankford
    
    Texas Tech University
    
    
    1997
    
    
    Jan 05
    
    
    737
    
    
    
    243
    
    
    
    90.2
    
    
    
    246
    
    
    
    334The Village on Tharpe(6)
    
    Florida State University
    
    
    1995
    
    
    Jan 05
    
    
    1,554
    
    
    
    486
    
    
    
    95.4
    
    
    
    520
    
    
    
    334The Lofts
    
    University of Central Florida
    
    
    2002
    
    
    Jan 05
    
    
    730
    
    
    
    254
    
    
    
    97.5
    
    
    
    407
    
    
    
    558The Reserve on West 31st
    
    University of Kansas
    
    
    1998
    
    
    Jan 05
    
    
    720
    
    
    
    192
    
    
    
    92.6
    
    
    
    216
    
    
    
    299Campus Creek
    
    University of Mississippi
    
    
    2004
    
    
    Feb 05
    
    
    636
    
    
    
    192
    
    
    
    92.9
    
    
    
    251
    
    
    
    394Pointe West
    
    University of South Carolina
    
    
    2003
    
    
    Mar 05
    
    
    480
    
    
    
    144
    
    
    
    99.2
    
    
    
    180
    
    
    
    375Campus Lodge
    
    University of Florida
    
    
    2001
    
    
    Jun 05
    
    
    1,116
    
    
    
    360
    
    
    
    95.8
    
    
    
    567
    
    
    
    508College Grove
    
    Middle Tennessee State University
    
    
    1998
    
    
    Apr 05
    
    
    864
    
    
    
    240
    
    
    
    96.8
    
    
    
    260
    
    
    
    301The Reserve on South College
    
    Auburn University
    
    
    1999
    
    
    Jul 05
    
    
    576
    
    
    
    180
    
    
    
    95.0
    
    
    
    184
    
    
    
    319Players Club
    
    Georgia Southern University
    
    
    1993
    
    
    Jun 06
    
    
    624
    
    
    
    214
    
    
    
    79.6
    
    
    
    102
    
    
    
    281Sub-total owned and operated
    
    
    
    
    1998
    (3)
    
    
    
    
    
    
    20,123
    
    
    
    6,399
    
    
    
    93.3
    (3)
    
    $
    7,286
    
    
    $
    367
    (3)Owned and Leased Properties(5)Troy Place
    
    Troy State University
    
    
    2000
    
    
    Jan 06
    
    
    408
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    Jacksonville Place
    
    Jacksonville State University
    
    
    2000
    
    
    Jan 06
    
    
    504
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Macon Place
    
    Macon State College
    
    
    1999
    
    
    Jan 06
    
    
    336
    
    
    
    84
    
    
    
    
    
    
    
    
    
    
    
    Clayton Place
    
    Clayton College & State University
    
    
    1999
    
    
    Jan 06
    
    
    854
    
    
    
    221
    
    
    
    
    
    
    
    
    
    
    
    River Place
    
    State University of West Georgia
    
    
    2000
    
    
    Jan 06
    
    
    504
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Murray Place
    
    Murray State University
    
    
    2000
    
    
    Jan 06
    
    
    408
    
    
    
    108
    
    
    
    
    
    
    
    
    
    
    
    Cape Place
    
    Southeast Missouri State University
    
    
    2000
    
    
    Jan 06
    
    
    360
    
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    Clemson Place
    
    Clemson University
    
    
    1998
    
    
    Jan 06
    
    
    288
    
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    Martin Place
    
    University of Tennesse at Martin
    
    
    2000
    
    
    Jan 06
    
    
    384
    
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    Berkeley Place
    
    Clemson University
    
    
    1999
    
    
    Jan 06
    
    
    480
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Carrollton Place
    
    State University of West Georgia
    
    
    1998
    
    
    Jan 06
    
    
    336
    
    
    
    84
    
    
    
    
    
    
    
    
    
    
    
    Statesboro Place
    
    Georgia Southern University
    
    
    1999
    
    
    Jan 06
    
    
    528
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Western Place
    
    Western Kentucky University
    
    
    2000
    
    
    Jan 06
    
    
    504
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    Sub-total owned and leased properties
    
    
    
    
    1999
    (3)
    
    
    
    
    
    
    5,894
    
    
    
    1,553
    
    
    
    
    
    
    
    
    
    
    
    Total owned properties
    
    
    
    
    1999
    (3)
    
    
    
    
    
    
    26,017
    
    
    
    7,952
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Average of the physical month-end occupancy rates.(2)
    
    Monthly revenue per available bed for 2006 is equal to total revenue for the year ended December 31, 2006 divided by the sum of the design beds (including staff and model beds) at the property each month. For
properties acquired during the year, monthly revenue per available bed equals total revenue for the period subsequent to acquisition through December 31, 2006 divided by the sum of the design beds (including staff and
model beds) at the property each month.(3)
    
    Represents average for all properties in portfolio.(4)
    
    Revenues and revenue per available bed for University Towers excludes revenue from food service operations.(5)
    
    EDR did not operate the Place Portfolio during 2006, and therefore no operating statistics are presented. On February 1, 2008, the lease with Place Properties LLC was terminated and EDR began operating these properties.(6)
    
    The Village on Tharpe was sold in 2007 as discussed in Note 6 to the consolidated financial statements. 25




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##### Table of Contents



Mortgage Indebtedness
  Outstanding
    
    
    ContractualDecember 31,
    
    
    Fixed
    
    
    MaturityProperty
    
    2007
    
    
    Interest Rate
    
    
    Date
    
    
    AmortizationUniversity Towers
    
    $
    23,099
    
    
    
    6.77
    %
    
    
    3/1/2008
    
    
    30 YearThe Reserve at Clemson
    
    
    12,000
    
    
    
    5.55
    %
    
    
    3/1/2012
    
    
    30 YearThe Gables
    
    
    4,364
    
    
    
    5.50
    %
    
    
    11/1/2013
    
    
    30 YearNorthPointe
    
    
    18,800
    
    
    
    5.55
    %
    
    
    3/1/2012
    
    
    30 YearThe Pointe at S. Florida
    
    
    23,467
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Pointe at Western
    
    
    21,209
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Lofts
    
    
    27,000
    
    
    
    5.59
    %
    
    
    5/1/2014
    
    
    30 YearThe Reserve on Perkins/The Commons at Knoxville
    
    
    31,420
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Pointe at Penn State/The Reserve at Star Pass
    
    
    49,821
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearCampus Lodge
    
    
    36,362
    
    
    
    6.97
    %
    
    
    5/1/2012
    
    
    30 YearPointe West
    
    
    10,815
    
    
    
    4.92
    %
    
    
    8/1/2014
    
    
    30 YearCollege Station at W. Lafayette
    
    
    14,531
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Commons on Kinnear
    
    
    14,434
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Reserve at Frankford
    
    
    14,237
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Reserve at Columbia
    
    
    19,048
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearTroy Place
    
    
    9,440
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearJacksonville Place
    
    
    11,120
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearMacon Place
    
    
    7,440
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearClayton Place
    
    
    24,540
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearRiver Place
    
    
    13,680
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearMurray Place
    
    
    6,800
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearCape Place
    
    
    8,520
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearClemson Place
    
    
    8,160
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearMartin Place
    
    
    8,960
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearTotal debt /weighted average rate
    
    
    419,267
    
    
    
    5.90
    %Unamortized premium
    
    
    1,673Total mortgage loans net of unamortized premium
    
    
    420,940Less current portion of long-term debt
    
    
    (26,481
    )Total long-term debt, net of current portion
    
    $
    394,459
  
 Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  26




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##### Table of Contents



PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
 Market Information
  DistributionsHigh
    
    Low
    
    DeclaredFiscal 2006Quarter 1
    
    $
    15.83
    
    
    $
    12.81
    
    
    $
    0.30Quarter 2
    
    
    16.65
    
    
    
    14.02
    
    
    
    0.30Quarter 3
    
    
    16.85
    
    
    
    13.60
    
    
    
    0.30Quarter 4
    
    
    16.15
    
    
    
    14.41
    
    
    
    0.21Fiscal 2007Quarter 1
    
    $
    15.48
    
    
    $
    13.99
    
    
    $
    0.21Quarter 2
    
    
    14.99
    
    
    
    13.69
    
    
    
    0.21Quarter 3
    
    
    14.39
    
    
    
    11.83
    
    
    
    0.21Quarter 4
    
    
    14.10
    
    
    
    10.75
    
    
    
    0.21
 Direct stock purchase and dividend reinvestment plan
  
    
    automatic reinvestment of some or all of the cash distributions paid
on common stock, shares of other classes of stock that we might issue
in the future and units of limited partnership interest;
    
    an opportunity to make an initial purchase of our common stock and to
acquire additional shares over time; and
    
    safekeeping of shares and accounting for distributions received and
reinvested at no cost.
  27




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##### Table of Contents



COMPARISON OF 35 MONTH CUMULATIVE TOTAL RETURN *  Among Education Realty Trust, The S & P 500 Index  And The MSCI US REIT Index
 
 
  Period EndingIndex
    
    01/26/05
    
    06/30/05
    
    12/31/05
    
    06/30/06
    
    12/31/06
    
    06/30/07
    
    12/31/07Education Realty Trust, Inc.
    
    
    100.00
    
    
    
    112.57
    
    
    
    82.17
    
    
    
    110.59
    
    
    
    101.28
    
    
    
    98.90
    
    
    
    81.68S&P 500
    
    
    100.00
    
    
    
    102.31
    
    
    
    108.21
    
    
    
    111.14
    
    
    
    125.30
    
    
    
    134.02
    
    
    
    132.18MSCI US REIT
    
    
    100.00
    
    
    
    115.39
    
    
    
    121.67
    
    
    
    138.07
    
    
    
    165.37
    
    
    
    154.71
    
    
    
    137.57
   28




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##### Table of Contents



Number of SecuritiesNumber of Securities to
    
    Weighted Average
    
    Remaining Available forbe Issued upon Exercise
    
    Exercise Price of
    
    Future Issuance underof Outstanding Options,
    
    Outstanding Options
    
    Equity CompensationWarrants and Rights(1)
    
    Warrants and Rights(1)
    
    PlansEquity compensation plans approved by security holders
    
    N/A
    
    N/A
    
    
    760,000Equity compensation plans not approved by security holders
    
    N/A
    
    N/A
    
    
    N/ATotal
    
    N/A
    
    N/A
    
    
    760,000
 
 (1)
    
    Does not include 200,000 shares of restricted stock that are subject
to vesting requirements and 277,500 PIUs which were issued through
EDRs 2004 Incentive Plan. Recent Sales of Unregistered Securities
  
 Item 6. Selected Financial Data.
   
    
    the student housing operations of Education Properties Trust, LLC (including the properties referred to as
Northpointe, The Reserve at Athens, The Reserve at Clemson and Players Club)
    
    the student housing operations of the properties referred to as the Gables, College Station and University Towers, and
    
    the third party management and development consulting service operations and real estate operations of Allen & OHara
Education Services, LLC
   29




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##### Table of Contents



STATEMENT OF OPERATIONS DATA
 Education Realty
    
    
    EDRTrust, Inc.
    
    
    PredecessorYear Ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(In thousands, except share and per share data)Revenues:Student housing leasing
revenue
    
    $
    85,651
    
    
    $
    81,202
    
    
    $
    70,010
    
    
    $
    17,896
    
    
    $
    17,095Student housing food service
revenue
    
    
    2,359
    
    
    
    3,634
    
    
    
    3,491
    
    
    
    3,137
    
    
    
    2,879Other leasing revenue
    
    
    13,811
    
    
    
    14,012
    
    
    
    
    
    
    
    
    
    
    
    Third-party development
consulting services
    
    
    5,411
    
    
    
    3,773
    
    
    
    1,759
    
    
    
    392
    
    
    
    691Third-party management revenue
    
    
    3,391
    
    
    
    2,796
    
    
    
    1,968
    
    
    
    1,326
    
    
    
    1,026Operating expense
reimbursements
    
    
    9,330
    
    
    
    7,638
    
    
    
    6,694
    
    
    
    5,223
    
    
    
    4,438Total revenues
    
    
    119,953
    
    
    
    113,055
    
    
    
    83,922
    
    
    
    27,974
    
    
    
    26,129Operating expenses:Student housing leasing
operations
    
    
    41,215
    
    
    
    39,503
    
    
    
    34,758
    
    
    
    7,645
    
    
    
    7,408Student housing food service
operations
    
    
    2,236
    
    
    
    3,318
    
    
    
    3,275
    
    
    
    2,899
    
    
    
    2,645Reimbursable operating
expenses
    
    
    9,330
    
    
    
    7,638
    
    
    
    6,694
    
    
    
    5,223
    
    
    
    4,438General and administrative
    
    
    14,561
    
    
    
    12,331
    
    
    
    12,549
    
    
    
    3,545
    
    
    
    3,425Depreciation and amortization
    
    
    32,223
    
    
    
    34,035
    
    
    
    26,845
    
    
    
    3,120
    
    
    
    3,061Total operating expenses
    
    
    99,565
    
    
    
    96,825
    
    
    
    84,121
    
    
    
    22,432
    
    
    
    20,977Operating income (loss)
    
    
    20,388
    
    
    
    16,230
    
    
    
    (199
    )
    
    
    5,542
    
    
    
    5,152Nonoperating expenses
    
    
    27,675
    
    
    
    29,933
    
    
    
    17,266
    
    
    
    5,786
    
    
    
    5,771Loss before equity in earnings of
unconsolidated entities
    
    
    (7,287
    )
    
    
    (13,703
    )
    
    
    (17,465
    )
    
    
    (244
    )
    
    
    (619
    )Equity in earnings (losses) of
unconsolidated entities
    
    
    (277
    )
    
    
    740
    
    
    
    880
    
    
    
    1,002
    
    
    
    629Income (loss) before income taxes
and minority interest
    
    
    (7,564
    )
    
    
    (12,963
    )
    
    
    (16,585
    )
    
    
    758
    
    
    
    10Taxes
    
    
    258
    
    
    
    659
    
    
    
    497
    
    
    
    
    
    
    
    Income (loss) before minority
interest
    
    
    (7,822
    )
    
    
    (13,622
    )
    
    
    (17,082
    )
    
    
    758
    
    
    
    10Minority interest
    
    
    (39
    )
    
    
    (404
    )
    
    
    (1,073
    )
    
    
    
    
    
    
    Income (loss) from continuing
operations
    
    
    (7,783
    )
    
    
    (13,218
    )
    
    
    (16,009
    )
    
    
    758
    
    
    
    10Discontinued operations:Income from operations of
discontinued operations
    
    
    788
    
    
    
    973
    
    
    
    475
    
    
    
    
    
    
    
    Gain on sale of student
housing property
    
    
    1,579
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income from discontinued operations
    
    
    2,367
    
    
    
    973
    
    
    
    475
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (5,416
    )
    
    $
    (12,245
    )
    
    $
    (15,534
    )
    
    $
    758
    
    
    $
    10
 30




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##### Table of Contents



Education Realty
    
    
    EDRTrust, Inc.
    
    
    PredecessorYear Ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(In thousands, except share and per share data)Earnings per share information:Income
(loss) per share  basic and dilutedContinuing operations
    
    
    (0.28
    )
    
    
    (0.50
    )
    
    
    (0.69
    )Discontinued operations
    
    
    0.08
    
    
    
    0.04
    
    
    
    0.02Net loss per share
    
    $
    (0.20
    )
    
    $
    (0.46
    )
    
    $
    (0.67
    )Weighted average common shares outstanding  basic and
diluted
    
    
    28,010,144
    
    
    
    26,387,547
    
    
    
    23,063,110Distributions per common share
    
    $
    0.82
    
    
    $
    1.10
    
    
    $
    0.79
 BALANCE SHEET DATA
 As of December 31,Education Realty
    
    
    EDRTrust, Inc.
    
    
    Predecessor2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(In thousands)Assets:Student housing properties, net
    
    $
    732,979
    
    
    $
    804,759
    
    
    $
    620,305
    
    
    $
    83,785
    
    
    $
    86,388Other assets, net
    
    
    34,481
    
    
    
    30,699
    
    
    
    83,744
    
    
    
    5,089
    
    
    
    5,536Total assets
    
    $
    767,460
    
    
    $
    835,458
    
    
    $
    704,049
    
    
    $
    88,874
    
    
    $
    91,924Liabilities and equity:Mortgage notes payable
    
    $
    420,940
    
    
    $
    423,933
    
    
    $
    328,335
    
    
    $
    81,111
    
    
    $
    82,204Other indebtedness
    
    
    11,500
    
    
    
    69,400
    
    
    
    
    
    
    
    
    
    
    
    Other liabilities
    
    
    19,080
    
    
    
    19,837
    
    
    
    17,255
    
    
    
    5,974
    
    
    
    7,225Total liabilities
    
    
    451,520
    
    
    
    513,170
    
    
    
    345,590
    
    
    
    87,085
    
    
    
    89,429Minority interest
    
    
    18,121
    
    
    
    19,289
    
    
    
    27,926
    
    
    
    
    
    
    
    Equity
    
    
    297,819
    
    
    
    302,999
    
    
    
    330,533
    
    
    
    1,789
    
    
    
    2,495Total liabilities and equity
    
    $
    767,460
    
    
    $
    835,458
    
    
    $
    704,049
    
    
    $
    88,874
    
    
    $
    91,924
 OTHER DATA (UNAUDITED)
 As of December 31,Education Realty
    
    EDRTrust, Inc.
    
    Predecessor2007
    
    2006
    
    2005
    
    2004
    
    2003(In thousands, except per share and selected property information)Funds from operations (FFO)
(1):Net income (loss)
    
    $
    (5,416
    )
    
    $
    (12,245
    )
    
    $
    (15,534
    )
    
    $
    758
    
    
    $
    10Gain on sale of student
housing property, net of
minority interest
    
    
    (1,579
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Student housing property
depreciation and
amortization of lease
intangibles
    
    
    31,780
    
    
    
    33,680
    
    
    
    26,845
    
    
    
    3,120
    
    
    
    3,061Equity portion of real
estate depreciation and
amortization on equity
investees
    
    
    424
    
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    
 31




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##### Table of Contents



As of December 31,Education Realty
    
    EDRTrust, Inc.
    
    Predecessor2007
    
    2006
    
    2005
    
    2004
    
    2003(In thousands, except per share and selected property information)Depreciation and
amortization of
discontinued operations
    
    
    711
    
    
    
    2,048
    
    
    
    2,323
    
    
    
    
    
    
    
    Minority interest benefit
    
    
    (6
    )
    
    
    (355
    )
    
    
    (1,040
    )
    
    
    
    
    
    
    Funds from operations
available to all share
and unitholders
    
    $
    25,914
    
    
    $
    23,182
    
    
    $
    12,594
    
    
    $
    3,878
    
    
    $
    3,071Cash flow information:Net cash provided by
operations
    
    $
    26,806
    
    
    $
    25,187
    
    
    $
    18,373
    
    
    $
    3,068
    
    
    $
    4,309Net cash provided by
(used in) investing
    
    
    33,399
    
    
    
    (120,830
    )
    
    
    (200,157
    )
    
    
    (181
    )
    
    
    (925
    )Net cash provided by
(used in) financing
    
    
    (62,598
    )
    
    
    40,408
    
    
    
    243,445
    
    
    
    (2,480
    )
    
    
    (3,658
    )Per share and distribution
data:Net loss per share basic
and diluted
    
    $
    (0.20
    )
    
    $
    (0.46
    )
    
    $
    (0.67
    )
    
    $
    (2,220
    )
    
    $
    Cash distributions
declared per share/unit
    
    
    0.82
    
    
    
    1.10
    
    
    
    0.79
    
    
    
    
    
    
    
    Cash distributions
declared
    
    
    22,985
    
    
    
    29,114
    
    
    
    18,721
    
    
    
    
    
    
    
    Selected property information
(2):Units
    
    
    5,913
    
    
    
    5,913
    
    
    
    5,699
    
    
    
    1,146
    
    
    
    1,146Beds
    
    
    18,571
    
    
    
    18,571
    
    
    
    17,947
    
    
    
    3,896
    
    
    
    3,896Occupancy (3)
    
    
    93.6
    %
    
    
    93.1
    %
    
    
    92.0
    %
    
    
    89.2
    %
    
    
    85.1
    %Revenue per available
bed (4)
    
    $
    384
    
    
    $
    370
    
    
    $
    368
    
    
    $
    421
    
    
    $
    406
 
 (1)
    
    As defined by the National Association of Real Estate Investment
Trusts (NAREIT), FFO represents net income (loss) (computed in
accordance with GAAP), excluding gains (or losses) from sales of
property, plus real estate-related depreciation and amortization and
after adjustments for unconsolidated partnerships and joint ventures.
Adjustments for unconsolidated partnerships and joint ventures will be
calculated to reflect funds from operations on the same basis. We
present FFO available to all shareholders and unitholders because we
consider it an important supplemental measure of our operating
performance and believe it 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. As such, we
also exclude the impact of minority interest in our calculation. 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 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 perspective not immediately
apparent from net income.(2)
    
    The selected property information represents all 26, 26 and 25 owned
and operated properties for 2007 and 2006 (both excluding the Place
Portfolio) and 2005, respectively. Prior to 2004 the data represents
the seven properties owned by the EDR Predecessor, which are
NorthPointe, The Reserve at Athens, The Reserve at Clemson, Players
Club, The Gables, College Station and University Towers. This
information excludes property information related to Tharpe
(discontinued operations) for all years.(3)
    
    Average of the month-end occupancy rates for the period.(4)
    
    Revenue per available bed is equal to the total revenue divided by the
sum of the design beds (including staff and model beds) at the
property each month. Revenue and design beds for any acquired property
is included prospectively from acquisition date. 32




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
   
    
    Overview
    
    Our Business Segments
    
    Trends and Outlook
    
    Critical Accounting Policies
    
    Results of Operations
    
    Liquidity and Capital Resources
    
    Off-Balance Sheet Arrangements
    
    Funds From Operations
    
    Inflation
    
    Recent Accounting Pronouncements
 Financial Statements and Supplementary Data,
  Overview
     Our Business Segments
  Student housing leasing
   33




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##### Table of Contents



Third-party management services
  Third-party development consulting services
    34




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##### Table of Contents



Trends and Outlook
 Rents and occupancy
   General and administrative costs
  Termination of lease with Place Properties, Inc.
  Critical Accounting Policies
  35




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##### Table of Contents



Student housing leasing revenue recognition
   Student housing food service revenue recognition
  Other leasing revenue recognition
  Revenue and cost recognition of third-party development consulting services
   36




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##### Table of Contents



Student housing property acquisitions and dispositions
  Business Combinations
 Accounting for the Impairment and Disposal of Long Lived Assets
 Repairs and maintenance
  Long lived assets  impairment
 .
 Results of Operations for the Years Ended December 31, 2007 and 2006
 Year Ended December 31, 2007
    
    
    Year Ended December 31, 2006Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    
    Development
    
    
    Third-Party
    
    
    
    
    
    
    
    
    
    
    Student
    
    
    Development
    
    
    Third-PartyHousing
    
    
    Consulting
    
    
    Management
    
    
    
    
    
    
    
    
    
    
    Housing
    
    
    Consulting
    
    
    ManagementLeasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    Total
    
    
    Leasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    TotalRevenues:Student housing
leasing revenue
    
    $
    85,651
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    85,651
    
    
    $
    81,202
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    81,202Student housing
food service
revenue
    
    
    2,359
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,359
    
    
    
    3,634
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,634Other leasing
revenue
    
    
    13,811
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,811
    
    
    
    14,012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,012
 37




---



##### Table of Contents



Year Ended December 31, 2007
    
    
    Year Ended December 31, 2006Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    
    Development
    
    
    Third-Party
    
    
    
    
    
    
    
    
    
    
    Student
    
    
    Development
    
    
    Third-PartyHousing
    
    
    Consulting
    
    
    Management
    
    
    
    
    
    
    
    
    
    
    Housing
    
    
    Consulting
    
    
    ManagementLeasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    Total
    
    
    Leasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    TotalThird-party
development
consulting
services
    
    
    
    
    
    
    5,411
    
    
    
    
    
    
    
    
    
    
    
    5,411
    
    
    
    
    
    
    
    3,773
    
    
    
    
    
    
    
    
    
    
    
    3,773Third-party
management
services
    
    
    
    
    
    
    
    
    
    
    3,391
    
    
    
    
    
    
    
    3,391
    
    
    
    
    
    
    
    
    
    
    
    2,796
    
    
    
    
    
    
    
    2,796Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    3,428
    
    
    
    (3,428
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,298
    
    
    
    (3,298
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,330
    
    
    
    9,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,638
    
    
    
    7,638Total revenues
    
    
    101,821
    
    
    
    5,411
    
    
    
    6,819
    
    
    
    5,902
    
    
    
    119,953
    
    
    
    98,848
    
    
    
    3,773
    
    
    
    6,094
    
    
    
    4,340
    
    
    
    113,055Operating expenses:Student housing
leasing operations
    
    
    41,215
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,215
    
    
    
    39,503
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,503Student housing
food service
operations
    
    
    2,236
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,236
    
    
    
    3,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,318General and
administrative
    
    
    105
    
    
    
    2,787
    
    
    
    6,628
    
    
    
    
    
    
    
    9,520
    
    
    
    21
    
    
    
    2,210
    
    
    
    5,004
    
    
    
    
    
    
    
    7,235Intersegment
expenses
    
    
    3,428
    
    
    
    
    
    
    
    
    
    
    
    (3,428
    )
    
    
    
    
    
    
    3,298
    
    
    
    
    
    
    
    
    
    
    
    (3,298
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,330
    
    
    
    9,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,638
    
    
    
    7,638Total operating
expenses
    
    
    46,984
    
    
    
    2,787
    
    
    
    6,628
    
    
    
    5,902
    
    
    
    62,301
    
    
    
    46,140
    
    
    
    2,210
    
    
    
    5,004
    
    
    
    4,340
    
    
    
    57,694Net operating
income (loss)
    
    
    54,837
    
    
    
    2,624
    
    
    
    191
    
    
    
    
    
    
    
    57,652
    
    
    
    52,708
    
    
    
    1,563
    
    
    
    1,090
    
    
    
    
    
    
    
    55,361Nonoperating
expenses(1)
    
    
    58,111
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,111
    
    
    
    62,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,660Income (loss)
before equity in
earnings of
unconsolidated
entities, income
taxes, minority
interest and
discontinued
operations
    
    
    (3,274
    )
    
    
    2,624
    
    
    
    191
    
    
    
    
    
    
    
    (459
    )
    
    
    (9,952
    )
    
    
    1,563
    
    
    
    1,090
    
    
    
    
    
    
    
    (7,299
    )Equity in earnings
of unconsolidated
entities
    
    
    (510
    )
    
    
    233
    
    
    
    
    
    
    
    
    
    
    
    (277
    )
    
    
    (74
    )
    
    
    814
    
    
    
    
    
    
    
    
    
    
    
    740Income (loss)
before taxes,
minority interest
and discontinued
operations(2)
    
    $
    (3,784
    )
    
    $
    2,857
    
    
    $
    191
    
    
    $
    
    
    
    $
    (736
    )
    
    $
    (10,026
    )
    
    $
    2,377
    
    
    $
    1,090
    
    
    $
    
    
    
    $
    (6,559
    )
 
 (1)
    
    Nonoperating expenses include interest expense, interest income, exit fees on early payment of
debt, amortization of deferred financing costs, depreciation, and amortization of intangibles.(2)
    
    The following is a reconciliation of the reportable segments net income (loss) before income
taxes, minority interest and discontinued operations to EDRs consolidated net income (loss)
before income taxes, minority interest and discontinued operations determined under generally
accepted accounting principles: 2007
    
    
    2006Net loss before taxes, minority interest and discontinued operations for reportable segments
    
    $
    (736
    )
    
    $
    (6,559
    )Other unallocated corporate expenses
    
    
    (6,828
    )
    
    
    (6,404
    )
 38




---



##### Table of Contents



2007
    
    
    2006Net loss before income taxes, minority interest and discontinued operations
    
    $
    (7,564
    )
    
    $
    (12,963
    )
 Student housing leasing
  Year Ended
    
    Year EndedDecember 31,
    
    December 31,2007
    
    2006
    
    DifferenceOccupancyPhysical (1)
    
    
    93.6
    %
    
    
    93.1
    %
    
    
    0.5
    %Economic (2)
    
    
    93.5
    %
    
    
    91.1
    %
    
    
    2.4
    %NarPAB (3)
    
    $
    360
    
    
    $
    346
    
    
    $
    14Other income per avail. bed (4)
    
    $
    24
    
    
    $
    24
    
    
    $
    RevPAB (5)
    
    $
    384
    
    
    $
    370
    
    
    $
    14Operating expense per bed (6)
    
    $
    185
    
    
    $
    180
    
    
    $
    5Operating margin
    
    
    51.9
    %
    
    
    51.4
    %
    
    
    0.5
    %Design Beds (7)
    
    
    222,852
    
    
    
    219,732
    
    
    
    3,120
 
 (1)
    
    Physical occupancy represents a weighted average of the month-end occupancies for the respective period.(2)
    
    Economic occupancy represents the effective occupancy calculated by taking net apartment rent accounted
for on a GAAP basis for the respective period divided by market rent for the respective period.(3)
    
    NarPAB represents GAAP net apartment rent for the respective period divided by the sum of the design
beds in the portfolio for each of the included months. Does not include food service revenue or other
leasing revenue.(4)
    
    Represents other GAAP-based income for the respective period divided by the sum of the design beds in
the portfolio for each of the included months. Other income includes service/app fees, late fees,
termination fees, parking fees, transfer fees, damage recovery, utility recovery, and other misc.(5)
    
    Represents total revenue (net apartment rent plus other income) for the respective period divided by
the sum of the design beds in the portfolio for each of the included months.(6)
    
    Represents property-level operating expense excluding management fees, depreciation and amortization divided by the sum of the design beds for each of the included
months.(7)
    
    Represents the sum of the monthly design beds in the portfolio during the period, excluding Place properties.   39




---



##### Table of Contents



Third-party development consulting services
  Recognized EarningsProject
    
    Beds
    
    
    Fee Type
    
    
    2007
    
    
    2006
    
    
    DifferenceSlippery Rock University  Phase I
    
    
    1,390
    
    
    Development fee
    
    $
    46
    
    
    $
    1,787
    
    
    $
    (1,741
    )Indiana University of Pennsylvania  Phase I
    
    
    734
    
    
    Development fee
    
    
    1,597
    
    
    
    924
    
    
    
    673University of Michigan
    
    
    849
    
    
    Development fee
    
    
    285
    
    
    
    567
    
    
    
    (282
    )University of North Carolina  Greensboro
    
    
    600
    
    
    Construction oversight fee
    
    
    50
    
    
    
    105
    
    
    
    (55
    )University of Louisville  Phase III
    
    
    359
    
    
    Construction oversight fee
    
    
    
    
    
    
    59
    
    
    
    (59
    )University of Alabama  Birmingham
    
    
    753
    
    
    Construction oversight fee
    
    
    
    
    
    
    61
    
    
    
    (61
    )University of Alabama  Tuscaloosa
    
    
    631
    
    
    Development fee
    
    
    978
    
    
    
    257
    
    
    
    721Slippery Rock University  Phase II
    
    
    746
    
    
    Development fee
    
    
    1,067
    
    
    
    
    
    
    
    1,067Indiana University of Pennsylvania  Phase
II
    
    
    1,102
    
    
    Development fee
    
    
    1,378
    
    
    
    
    
    
    
    1,378Fontainebleu Renovation Project
    
    
    435
    
    
    Development fee
    
    
    10
    
    
    
    
    
    
    
    10Other
    
    
    
    
    
    Consulting fee
    
    
    
    
    
    
    13
    
    
    
    (13
    )Third-party development consulting
services
    
    
    
    
    
    
    
    
    
    $
    5,411
    
    
    $
    3,773
    
    
    $
    1,638California University of Pennsylvania 
Phase IV
    
    
    447
    
    
    Development fee
    
    $
    
    
    
    $
    173
    
    
    $
    (173
    )California University of Pennsylvania 
Phase V
    
    
    354
    
    
    Development fee
    
    
    124
    
    
    
    143
    
    
    
    (19
    )University of North Carolina  Greensboro
    
    
    600
    
    
    Development fee
    
    
    118
    
    
    
    240
    
    
    
    (122
    )University of Louisville  Phase III
    
    
    359
    
    
    Development fee
    
    
    (9
    )
    
    
    126
    
    
    
    (135
    )University of Alabama  Birmingham
    
    
    753
    
    
    Development fee
    
    
    
    
    
    
    132
    
    
    
    (132
    )Equity in earnings of unconsolidated
entities
    
    
    
    
    
    
    
    
    
    $
    233
    
    
    $
    814
    
    
    $
    (581
    )
   40




---



##### Table of Contents



Third-party management services
   Nonoperating expenses
  Unallocated corporate expenses
  41




---



##### Table of Contents



Results of Operations for the years ended December 31, 2006 and 2005
  Year Ended December 31, 2006
    
    
    Year Ended December 31, 2005Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    
    Development
    
    
    Third-Party
    
    
    
    
    
    
    
    
    
    
    Student
    
    
    Development
    
    
    Third-PartyHousing
    
    
    Consulting
    
    
    Management
    
    
    
    
    
    
    
    
    
    
    Housing
    
    
    Consulting
    
    
    ManagementLeasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    Total
    
    
    Leasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    TotalRevenues:Student housing
leasing revenue
    
    $
    81,202
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    81,202
    
    
    $
    70,010
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    70,010Student housing
food service
revenue
    
    
    3,634
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,634
    
    
    
    3,491
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,491Other leasing
revenue
    
    
    14,012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-party
development
consulting
services
    
    
    
    
    
    
    3,773
    
    
    
    
    
    
    
    
    
    
    
    3,773
    
    
    
    
    
    
    
    1,759
    
    
    
    
    
    
    
    
    
    
    
    1,759Third-party
management
services
    
    
    
    
    
    
    
    
    
    
    2,796
    
    
    
    
    
    
    
    2,796
    
    
    
    
    
    
    
    
    
    
    
    1,968
    
    
    
    
    
    
    
    1,968Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    3,298
    
    
    
    (3,298
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,418
    
    
    
    (2,418
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,638
    
    
    
    7,638
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,694
    
    
    
    6,694Total revenues
    
    
    98,848
    
    
    
    3,773
    
    
    
    6,094
    
    
    
    4,340
    
    
    
    113,055
    
    
    
    73,501
    
    
    
    1,759
    
    
    
    4,386
    
    
    
    4,276
    
    
    
    83,922Operating expenses:Student housing
leasing operations
    
    
    39,503
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,503
    
    
    
    34,758
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,758Student housing
food service
operations
    
    
    3,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,318
    
    
    
    3,275
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,275General and
administrative
    
    
    21
    
    
    
    2,210
    
    
    
    5,004
    
    
    
    
    
    
    
    7,235
    
    
    
    
    
    
    
    2,245
    
    
    
    3,969
    
    
    
    
    
    
    
    6,214Intersegment
expenses
    
    
    3,298
    
    
    
    
    
    
    
    
    
    
    
    (3,298
    )
    
    
    
    
    
    
    2,418
    
    
    
    
    
    
    
    
    
    
    
    (2,418
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,638
    
    
    
    7,638
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,694
    
    
    
    6,694Total operating
expenses
    
    
    46,140
    
    
    
    2,210
    
    
    
    5,004
    
    
    
    4,340
    
    
    
    57,694
    
    
    
    40,451
    
    
    
    2,245
    
    
    
    3,969
    
    
    
    4,276
    
    
    
    50,941Net operating
income (loss)
    
    
    52,708
    
    
    
    1,563
    
    
    
    1,090
    
    
    
    
    
    
    
    55,361
    
    
    
    33,050
    
    
    
    (486
    )
    
    
    417
    
    
    
    
    
    
    
    32,981Nonoperating
expenses(1)
    
    
    62,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,660
    
    
    
    44,255
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    44,249Income (loss)
before equity in
earnings of
unconsolidated
entities, income
taxes, minority
interest and
discontinued
operations
    
    
    (9,952
    )
    
    
    1,563
    
    
    
    1,090
    
    
    
    
    
    
    
    (7,299
    )
    
    
    (11,205
    )
    
    
    (480
    )
    
    
    417
    
    
    
    
    
    
    
    (11,268
    )
 42




---



##### Table of Contents



Year Ended December 31, 2006
    
    
    Year Ended December 31, 2005Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    
    Development
    
    
    Third-Party
    
    
    
    
    
    
    
    
    
    
    Student
    
    
    Development
    
    
    Third-PartyHousing
    
    
    Consulting
    
    
    Management
    
    
    
    
    
    
    
    
    
    
    Housing
    
    
    Consulting
    
    
    ManagementLeasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    Total
    
    
    Leasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    TotalEquity in earnings
of unconsolidated
entities
    
    
    (74
    )
    
    
    814
    
    
    
    
    
    
    
    
    
    
    
    740
    
    
    
    
    
    
    
    880
    
    
    
    
    
    
    
    
    
    
    
    880Income (loss)
before taxes,
minority interest
and discontinued
operations(2)
    
    $
    (10,026
    )
    
    $
    2,377
    
    
    $
    1,090
    
    
    $
    
    
    
    $
    (6,559
    )
    
    $
    (11,205
    )
    
    $
    400
    
    
    $
    417
    
    
    $
    
    
    
    $
    (10,388
    )
 
 (1)
    
    Nonoperating expenses include interest expense, interest income, exit fees on early payment of debt,
amortization of deferred financing costs, depreciation, and amortization of intangibles.(2)
    
    The following is a reconciliation of the reportable segments net income (loss) before income taxes,
minority interest and discontinued operations to EDRs consolidated net income (loss) before income
taxes, minority interest and discontinued operations determined under generally accepted accounting
principles: 2006
    
    2005Net loss before income taxes, minority interest and discontinued operations for reportable segments
    
    $
    (6,559
    )
    
    $
    (10,388
    )Other unallocated corporate expenses
    
    
    (6,404
    )
    
    
    (6,197
    )Net loss before income taxes, minority interest and discontinued operations
    
    $
    (12,963
    )
    
    $
    (16,585
    )
 Student housing leasing
     Third-party development consulting services
  43




---



##### Table of Contents



Third-party management services
   Nonoperating expenses
  Unallocated corporate expenses
  44




---



##### Table of Contents



Liquidity and Capital Resources
 Revolving credit facility and other indebtedness
      Liquidity outlook and capital requirements
  45




---



##### Table of Contents



Predevelopment expenditures
   Long-term liquidity requirements
  46




---



##### Table of Contents



Capital expenditures
  As of and for the Years EndedDecember 31,2007
    
    2006
    
    2005Total units
    
    
    6,400
    
    
    
    6,400
    
    
    
    5,935Total beds
    
    
    20,125
    
    
    
    20,125
    
    
    
    18,548Total recurring capital
expenditures
    
    $
    2,487
    
    
    $
    2,222
    
    
    $
    1,638Average per unit
    
    $
    388.56
    
    
    $
    347.25
    
    
    $
    275.96Average per bed
    
    $
    123.57
    
    
    $
    110.43
    
    
    $
    88.30
   Commitments
  Less than
    
    
    1-3
    
    
    3-5
    
    
    After 51 Year
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    TotalContractual Obligations:Long-Term Debt Obligations(1)
    
    $
    26,481
    
    
    $
    297,437
    
    
    $
    66,262
    
    
    $
    40,587
    
    
    $
    430,767Contractual Fixed Interest
Obligations(2)
    
    
    23,729
    
    
    
    23,999
    
    
    
    9,749
    
    
    
    2,942
    
    
    
    60,419Operating Lease and Future
Purchase Obligations(3)
    
    
    3,394
    
    
    
    4,430
    
    
    
    2,593
    
    
    
    485
    
    
    
    10,902Capital Reserve Obligations(4)
    
    
    1,404
    
    
    
    2,395
    
    
    
    421
    
    
    
    182
    
    
    
    4,402Total
    
    $
    55,008
    
    
    $
    328,261
    
    
    $
    79,025
    
    
    $
    44,196
    
    
    $
    506,490
 
 (1)
    
    Includes required monthly principal amortization and amounts due at maturity on first
mortgage debt secured by student housing properties and amounts due under Amended Revolver and Term
Loan agreements. The first mortgage debt does not include $1,673 of unamortized debt premium.(2)
    
    Includes contractual fixed rate interest payments.(3)
    
    Includes future minimum lease commitments under operating lease obligations and future
purchase obligations for advertising.(4)
    
    Includes future annual contributions to the capital reserve as required by certain mortgage
debt. 47




---



##### Table of Contents



Long-term indebtedness
    Year2008
    
    $
    26,4812009
    
    
    285,0492010
    
    
    12,3882011
    
    
    9472012
    
    
    65,315Thereafter
    
    
    40,587Total
    
    
    430,767Debt premium
    
    
    1,673Outstanding as of December 31, 2007, net of debt premium
    
    $
    432,440
    Distributions
   Off-Balance Sheet Arrangements
  Funds From Operations (FFO)
  48




---



##### Table of Contents



Year Ended December 31,2007
    
    
    2006
    
    
    2005Net income (loss)
    
    $
    (5,416
    )
    
    $
    (12,245
    )
    
    $
    (15,534
    )Gain on sale of student housing property, net of minority interest
    
    
    (1,579
    )
    
    
    
    
    
    
    Student housing property depreciation and amortization of lease
intangibles
    
    
    31,780
    
    
    
    33,680
    
    
    
    26,845Equity portion of real estate depreciation and amortization on
equity investees
    
    
    424
    
    
    
    54
    
    
    
    Depreciation and amortization of discontinued operations
    
    
    711
    
    
    
    2,048
    
    
    
    2,323Minority interest benefit
    
    
    (6
    )
    
    
    (355
    )
    
    
    (1,040
    )Funds from operations available to all share and unit holders
    
    $
    25,914
    
    
    $
    23,182
    
    
    $
    12,594
 Inflation
  Recent Accounting Pronouncements
 Fair Value Measurements
 49




---



##### Table of Contents



The Fair Value Option for Financial Assets and
Financial Liabilities ,
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statementsan amendment of Accounting Research Bulletin No. 51
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
     50




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data.
 Managements Report on Internal Control Over Financial Reporting
 Internal Control  Integrated Framework
   51




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control
 Integrated Framework
    Internal Control  Integrated Framework .
 /s/ DELOITTE & TOUCHE LLP
 
 52




---



##### Table of Contents



CONSOLIDATED BALANCE SHEETS
 December 31, 2007 and 2006
 2007
    
    
    2006(Amounts in thousands, except shareand per share data)ASSETSAssets:Student housing properties, net
    
    $
    732,979
    
    
    $
    804,759Assets under development
    
    
    5,675
    
    
    
    Corporate office furniture, net
    
    
    1,693
    
    
    
    752Cash and cash equivalents
    
    
    4,034
    
    
    
    6,427Restricted cash
    
    
    8,188
    
    
    
    9,154Student contracts receivable, net
    
    
    329
    
    
    
    227Receivable from affiliate
    
    
    18
    
    
    
    369Receivable from managed third parties
    
    
    606
    
    
    
    1,055Goodwill and other intangibles, net
    
    
    3,531
    
    
    
    3,649Other assets
    
    
    10,407
    
    
    
    9,066Total assets
    
    $
    767,460
    
    
    $
    835,458LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Mortgage loans, net of unamortized premium/discount
    
    $
    420,940
    
    
    $
    423,933Other long-term debt
    
    
    
    
    
    
    47,000Revolving line of credit
    
    
    11,500
    
    
    
    22,400Accounts payable
    
    
    1,397
    
    
    
    696Accrued expenses
    
    
    9,695
    
    
    
    10,153Accounts payable affiliate
    
    
    60
    
    
    
    Deferred revenue
    
    
    7,928
    
    
    
    8,988Total liabilities
    
    
    451,520
    
    
    
    513,170Minority interest
    
    
    18,121
    
    
    
    19,289Commitments and contingencies (see Note 16)Stockholders equity:Common stock, $.01 par value, 200,000,000 shares
authorized, 28,431,855 and 26,810,552 shares
issued and outstanding as of December 31, 2007 and
2006, respectively
    
    
    284
    
    
    
    268Preferred shares, $0.01 par value, 50,000,000
shares authorized, no shares issued and
outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    330,969
    
    
    
    330,374Warrants
    
    
    
    
    
    
    375Accumulated deficit
    
    
    (33,434
    )
    
    
    (28,018
    )Total stockholders equity
    
    
    297,819
    
    
    
    302,999Total liabilities and stockholders equity
    
    $
    767,460
    
    
    $
    835,458
  53




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##### Table of Contents



CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
 EDRPredecessorEducation Realty Trust, Inc.
    
    
    CombinedConsolidated
    
    
    January 1Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    January 30,2007
    
    
    2006
    
    
    2005
    
    
    2005(Amounts in thousands, except share and per share data)Revenues:Student housing leasing revenue
    
    $
    85,651
    
    
    $
    81,202
    
    
    $
    68,507
    
    
    $
    1,503Student housing food service
revenue
    
    
    2,359
    
    
    
    3,634
    
    
    
    3,222
    
    
    
    269Other leasing revenue
    
    
    13,811
    
    
    
    14,012
    
    
    
    
    
    
    
    Third-party development
services
    
    
    5,411
    
    
    
    3,773
    
    
    
    1,759
    
    
    
    Third-party management services
    
    
    3,391
    
    
    
    2,796
    
    
    
    1,865
    
    
    
    103Operating expense
reimbursements
    
    
    9,330
    
    
    
    7,638
    
    
    
    6,023
    
    
    
    671Total revenues
    
    
    119,953
    
    
    
    113,055
    
    
    
    81,376
    
    
    
    2,546Operating expenses:Student housing leasing
operations
    
    
    41,215
    
    
    
    39,503
    
    
    
    34,234
    
    
    
    524Student housing food service
operations
    
    
    2,236
    
    
    
    3,318
    
    
    
    3,020
    
    
    
    255General and administrative
    
    
    14,561
    
    
    
    12,331
    
    
    
    12,182
    
    
    
    367Depreciation and amortization
    
    
    32,223
    
    
    
    34,035
    
    
    
    26,585
    
    
    
    260Reimbursable operating expenses
    
    
    9,330
    
    
    
    7,638
    
    
    
    6,023
    
    
    
    671Total operating expenses
    
    
    99,565
    
    
    
    96,825
    
    
    
    82,044
    
    
    
    2,077Operating income (loss)
    
    
    20,388
    
    
    
    16,230
    
    
    
    (668
    )
    
    
    469Nonoperating expenses:Interest expense
    
    
    26,957
    
    
    
    29,353
    
    
    
    16,186
    
    
    
    479Exit fees on early repayment
of debt
    
    
    174
    
    
    
    
    
    
    
    1,084
    
    
    
    Amortization of deferred
financing costs
    
    
    1,036
    
    
    
    1,114
    
    
    
    820
    
    
    
    Interest income
    
    
    (492
    )
    
    
    (534
    )
    
    
    (1,303
    )
    
    
    Total nonoperating expenses
    
    
    27,675
    
    
    
    29,933
    
    
    
    16,787
    
    
    
    479Loss before equity in earnings
of unconsolidated entities,
income taxes, minority
interest and discontinued
operations
    
    
    (7,287
    )
    
    
    (13,703
    )
    
    
    (17,455
    )
    
    
    (10
    )Equity in earnings of
unconsolidated entities
    
    
    (277
    )
    
    
    740
    
    
    
    853
    
    
    
    27Income (loss) before income
taxes, minority interest and
discontinued operations
    
    
    (7,564
    )
    
    
    (12,963
    )
    
    
    (16,602
    )
    
    
    17Taxes
    
    
    258
    
    
    
    659
    
    
    
    497
    
    
    
    
  54




---



##### Table of Contents



EDRPredecessorEducation Realty Trust, Inc.
    
    
    CombinedConsolidated
    
    
    January 1Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    January 30,2007
    
    
    2006
    
    
    2005
    
    
    2005(Amounts in thousands, except share and per share data)Income (loss) before minority
interest and discontinued
operations
    
    
    (7,822
    )
    
    
    (13,622
    )
    
    
    (17,099
    )
    
    
    17Minority interest
    
    
    (39
    )
    
    
    (404
    )
    
    
    (1,073
    )
    
    
    Loss from continuing operations
    
    
    (7,783
    )
    
    
    (13,218
    )
    
    
    (16,026
    )
    
    
    17Discontinued operations:Income from discontinued
operations, net of minority
interest of $34, $49 and
$33, respectively
    
    
    788
    
    
    
    973
    
    
    
    475
    
    
    
    Gain on sale of student
housing property, net of
minority interest of $65
    
    
    1,579
    
    
    
    
    
    
    
    
    
    
    
    Income from discontinued
operations
    
    
    2,367
    
    
    
    973
    
    
    
    475
    
    
    
    Net income (loss)
    
    $
    (5,416
    )
    
    $
    (12,245
    )
    
    $
    (15,551
    )
    
    $
    17Earnings per share information:Income (loss) per share 
basic and diluted:Continuing operations
    
    
    (0.28
    )
    
    
    (0.50
    )
    
    
    (0.69
    )Discontinued operations
    
    
    0.08
    
    
    
    0.04
    
    
    
    0.02Net loss per share
    
    $
    (0.20
    )
    
    $
    (0.46
    )
    
    $
    (0.67
    )Weighted average common shares
outstanding  basic and
diluted
    
    
    28,010,144
    
    
    
    26,387,547
    
    
    
    23,063,110Distributions per common share
    
    $
    0.82
    
    
    $
    1.10
    
    
    $
    0.79
  55




---



##### Table of Contents



CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN
STOCKHOLDERS AND OWNERS EQUITY
 Additional
    
    
    Unearned
    
    
    
    
    
    
    Loan to
    
    
    
    
    
    
    EDRCommon Stock
    
    
    Paid-In
    
    
    Deferred
    
    
    
    
    
    
    Unit
    
    
    Accumulated
    
    
    PredecessorShares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Warrants
    
    
    Holder
    
    
    Deficit
    
    
    Equity
    
    
    Total(Amounts in thousands, except share and per share data)EDR Predecessor:Balance, December 31,
2004
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,789
    
    
    $
    1,789Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17
    
    
    
    17Balance, January 30,
2005
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,806
    
    
    $
    1,806The Trust:Balance, December 31,
2004
    
    
    100
    
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (222
    )
    
    $
    
    
    
    $
    (221
    )Issuance and
registration of
common shares  The
Offering
    
    
    21,850,000
    
    
    
    219
    
    
    
    320,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    320,419Redemption of
Promoters common
shares simultaneous
with The Offering
    
    
    (100
    )
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )Issuance of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    375
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    375Loan to unit holder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,996
    )
    
    
    
    
    
    
    
    
    
    
    (5,996
    )Excess of purchase
price of EDR
Predecessor over fair
value related to
Promoter carried over
at historical cost
    
    
    
    
    
    
    
    
    
    
    (17,382
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,382
    )Restricted shares
issued to officers
and directors
    
    
    
    
    
    
    
    
    
    
    3,126
    
    
    
    (3,126
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of
restricted stock
    
    
    38,889
    
    
    
    
    
    
    
    
    
    
    
    656
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    656Issuance of common
shares  private
placement
    
    
    4,375,000
    
    
    
    44
    
    
    
    66,911
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,955Cash dividends
    
    
    
    
    
    
    
    
    
    
    (18,721
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,721
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,551
    )
    
    
    
    
    
    
    (15,551
    )Balance, December 31,
2005
    
    
    26,263,889
    
    
    
    263
    
    
    
    354,134
    
    
    
    (2,470
    )
    
    
    375
    
    
    
    (5,996
    )
    
    
    (15,773
    )
    
    
    
    
    
    
    330,533Reclassification of
unearned compensation
upon adoption of SFAS
123R
    
    
    
    
    
    
    
    
    
    
    (2,470
    )
    
    
    2,470
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted shares
issued to officers
and directors
    
    
    6,000
    
    
    
    
    
    
    
    88
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88Amortization of
restricted stock
    
    
    36,000
    
    
    
    
    
    
    
    604
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    604Operating unit
conversion to common
stock
    
    
    99,056
    
    
    
    1
    
    
    
    1,389
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,390Redemption of
minority interest to
satisfy loan to
unitholder
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,996
    
    
    
    
    
    
    
    
    
    
    
    5,996
  56




---



##### Table of Contents



Additional
    
    
    Unearned
    
    
    
    
    
    
    Loan to
    
    
    
    
    
    
    EDRCommon Stock
    
    
    Paid-In
    
    
    Deferred
    
    
    
    
    
    
    Unit
    
    
    Accumulated
    
    
    PredecessorShares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Warrants
    
    
    Holder
    
    
    Deficit
    
    
    Equity
    
    
    Total(Amounts in thousands, except share and per share data)Net proceeds from
issuance of common
shares -direct stock
purchase plan and
dividend reinvestment
plan
    
    
    405,607
    
    
    
    4
    
    
    
    5,743
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,747Cash dividends
    
    
    
    
    
    
    
    
    
    
    (29,114
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,114
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,245
    )
    
    
    
    
    
    
    (12,245
    )Balance, December 31,
2006
    
    
    26,810,552
    
    
    
    268
    
    
    
    330,374
    
    
    
    
    
    
    
    375
    
    
    
    
    
    
    
    (28,018
    )
    
    
    
    
    
    
    302,999Restricted shares
issued to officers
and directors
    
    
    8,000
    
    
    
    
    
    
    
    113
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    113Amortization of
restricted stock
    
    
    36,000
    
    
    
    
    
    
    
    604
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    604Net proceeds from
issuance of common
shares  direct stock
purchase plan and
dividend reinvestment
plan
    
    
    1,577,303
    
    
    
    16
    
    
    
    22,476
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,492Cash dividends
    
    
    
    
    
    
    
    
    
    
    (22,985
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,985
    )Expiration of Warrants
    
    
    
    
    
    
    
    
    
    
    375
    
    
    
    
    
    
    
    (375
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    PIU Repurchase
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,416
    )
    
    
    
    
    
    
    (5,416
    )Balance, December 31,
2007
    
    
    28,431,855
    
    
    $
    284
    
    
    $
    330,969
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (33,434
    )
    
    $
    
    
    
    $
    297,819
  57




---



##### Table of Contents



CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
 EDRPredecessorEducation Realty Trust, Inc.
    
    
    CombinedConsolidated
    
    
    January 1Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    January 30,2007
    
    
    2006
    
    
    2005
    
    
    2005Operating activities:Net income (loss)
    
    $
    (5,416
    )
    
    $
    (12,245
    )
    
    $
    (15,551
    )
    
    $
    17Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    32,223
    
    
    
    34,035
    
    
    
    26,585
    
    
    
    246Depreciation included in
discontinued operations
    
    
    711
    
    
    
    2,048
    
    
    
    2,323
    
    
    
    Deferred tax expense (benefit)
    
    
    (178
    )
    
    
    48
    
    
    
    (209
    )
    
    
    Loss on disposal of assets
    
    
    38
    
    
    
    11
    
    
    
    18
    
    
    
    Gain on sale of student housing
property
    
    
    (1,644
    )
    
    
    
    
    
    
    
    
    
    
    Loss on early repayment of debt
    
    
    138
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred financing
costs
    
    
    1,036
    
    
    
    1,114
    
    
    
    820
    
    
    
    14Amortization of unamortized debt
premiums/discounts
    
    
    (583
    )
    
    
    (559
    )
    
    
    (364
    )
    
    
    Distributions of earnings from
unconsolidated entities
    
    
    364
    
    
    
    787
    
    
    
    879
    
    
    
    Noncash compensation expense
related to PIUs and restricted
stock
    
    
    772
    
    
    
    796
    
    
    
    4,783
    
    
    
    Equity in earnings of
unconsolidated entities
    
    
    277
    
    
    
    (740
    )
    
    
    (853
    )
    
    
    (27
    )Minority interest in continuing
operations
    
    
    (39
    )
    
    
    (404
    )
    
    
    (1,073
    )
    
    
    Minority interest in discontinued
operations
    
    
    99
    
    
    
    49
    
    
    
    33
    
    
    
    Change in operating assets and
liabilities (net of acquisitions):Student contracts receivable
    
    
    (291
    )
    
    
    259
    
    
    
    (374
    )
    
    
    (5
    )Management fees receivable
    
    
    63
    
    
    
    (117
    )
    
    
    (284
    )
    
    
    63Other assets
    
    
    (1,104
    )
    
    
    (1,272
    )
    
    
    868
    
    
    
    (818
    )Accounts payable and accrued
expenses
    
    
    509
    
    
    
    697
    
    
    
    3,069
    
    
    
    712Accounts payable affiliate
    
    
    411
    
    
    
    (594
    )
    
    
    (3,729
    )
    
    
    276Deferred revenue
    
    
    (580
    )
    
    
    1,274
    
    
    
    1,432
    
    
    
    (320
    )Net cash provided by operating activities
    
    
    26,806
    
    
    
    25,187
    
    
    
    18,373
    
    
    
    158Investing activities:Property acquisitions, net of cash
acquired
    
    
    
    
    
    
    (112,717
    )
    
    
    (187,283
    )
    
    
    (25
    )Deferred acquisition costs and
earnest money deposits
    
    
    
    
    
    
    
    
    
    
    (4,718
    )
    
    
    Purchase of corporate furniture and
fixtures
    
    
    (1,348
    )
    
    
    (86
    )
    
    
    (1,093
    )
    
    
    Restricted cash
    
    
    966
    
    
    
    (40
    )
    
    
    (1,725
    )
    
    
    (2,348
    )Insurance proceeds on property loss
    
    
    
    
    
    
    184
    
    
    
    175
    
    
    
    Investment in student housing
properties
    
    
    (8,463
    )
    
    
    (4,858
    )
    
    
    (5,513
    )
    
    
    Proceeds from sale of student
housing properties
    
    
    48,942
    
    
    
    
    
    
    
    
    
    
    
    
  58




---



##### Table of Contents



EDRPredecessorEducation Realty Trust, Inc.
    
    
    CombinedConsolidated
    
    
    January 1Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    January 30,2007
    
    
    2006
    
    
    2005
    
    
    2005Loan to equity investee
    
    
    (845
    )
    
    
    
    
    
    
    
    
    
    
    Investment in assets under
development
    
    
    (5,675
    )
    
    
    
    
    
    
    
    
    
    
    Investments in joint ventures
    
    
    (178
    )
    
    
    (3,313
    )
    
    
    
    
    
    
    Net cash provided by (used in) investing
activities
    
    
    33,399
    
    
    
    (120,830
    )
    
    
    (200,157
    )
    
    
    (2,373
    )Financing activities:Payment of mortgage notes
    
    
    (60,158
    )
    
    
    (2,503
    )
    
    
    (115,782
    )
    
    
    (98
    )Borrowings of mortgage notes
    
    
    57,800
    
    
    
    
    
    
    
    
    
    
    
    Borrowings of long-term debt
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    Repayments of long-term debt
    
    
    (47,000
    )
    
    
    (3,000
    )
    
    
    
    
    
    
    Debt issuance costs
    
    
    (551
    )
    
    
    (1,352
    )
    
    
    (3,176
    )
    
    
    Borrowing (repayment) of line of
credit, net
    
    
    (10,900
    )
    
    
    22,400
    
    
    
    (497
    )
    
    
    Loan to unit holder
    
    
    
    
    
    
    
    
    
    
    (5,996
    )
    
    
    Proceeds (payments) from issuance
of common stock
    
    
    22,414
    
    
    
    5,994
    
    
    
    419,600
    
    
    
    Payment of offering costs
    
    
    
    
    
    
    (248
    )
    
    
    (30,008
    )
    
    
    Dividends and distributions paid
    
    
    (24,203
    )
    
    
    (30,875
    )
    
    
    (20,213
    )
    
    
    Borrowing/(repayment) of notes
payable affiliate
    
    
    
    
    
    
    
    
    
    
    (483
    )
    
    
    Redemption of minority interest
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing
activities
    
    
    (62,598
    )
    
    
    40,408
    
    
    
    243,445
    
    
    
    (98
    )Net increase (decrease) in cash and cash
equivalents
    
    
    (2,393
    )
    
    
    (55,235
    )
    
    
    61,661
    
    
    
    (2,313
    )Cash and cash equivalents, beginning of
period
    
    
    6,427
    
    
    
    61,662
    
    
    
    1
    
    
    
    2,883Cash and cash equivalents, end of period
    
    $
    4,034
    
    
    $
    6,427
    
    
    $
    61,662
    
    
    $
    570Supplemental disclosure of cash flow
information:Interest paid
    
    $
    27,520
    
    
    $
    29,180
    
    
    $
    9,778
    
    
    $
    471Income taxes paid
    
    $
    796
    
    
    $
    819
    
    
    $
    357
    
    
    $
    Supplemental disclosure of noncash
activities:Place acquisition costs paid in 2005
    
    $
    
    
    
    $
    4,718
    
    
    $
    
    
    
    
    Redemption of minority interest to
satisfy loan to unitholder
    
    
    
    
    
    
    6,116
    
    
    
    
    
    
    
    Prepaid offering costs charged
against equity
    
    
    
    
    
    
    
    
    
    
    2,218
    
    
    
    Units issued in the Formation
Transactions
    
    
    
    
    
    
    
    
    
    
    26,340
    
    
    
    Warrants issued (expired)
    
    
    (375
    )
    
    
    
    
    
    
    375
    
    
    
    Common stock issued under the
dividend reinvestment plan
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    Debt assumed in property
acquisitions net of premium
    
    
    
    
    
    
    98,660
    
    
    
    444,964
    
    
    
    
  59




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##### Table of Contents



NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
 1. Organization and description of business
   
    
    Allen & OHara Education Services, LLC (AOES) a Tennessee limited liability company
performing student housing management activities.
    
    Allen & OHara Development Company, LLC (AODC), a limited liability company and
formerly a wholly owned subsidiary of AOES, providing development consulting services for third
party student housing properties.
    
    Allen & OHara Educational Properties, LLC, a limited liability company, previously
holding the ownership interests in the student housing property referred to as The Gables
Apartments (The Gables).
    
    Education Properties Trust, LLC (EPT), a Delaware limited liability company, owned and
managed the following four garden-style student housing properties through four separate
wholly-owned limited liability companies:
 
    
    Players Club Apartments, Tallahassee, Florida
    
    The Reserve at Athens, Athens, Georgia
    
    The Reserve at Clemson, Clemson, South Carolina
    
    NorthPointe Apartments, Tucson, Arizona
 
    
    C Station, LLC, a Tennessee limited liability company, owned and operated one
garden-style student housing property referred to as College Station.
    
    University Towers Raleigh, LLC, a North Carolina limited liability company, owned a
student housing property referred to as University Towers.
    2. The Offering, the formation transactions and the private placement
  60




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##### Table of Contents




    
    The Promoter and certain members of management contributed their
interests in AOES in exchange for $12,400 of units in the Operating
Partnership. AOES converted to a corporation and elected to be treated
as the taxable REIT subsidiary. AOES owns 100% of AODC.
    
    The Operating Partnership acquired all of the interests in EPT from
the previous owners for $26,661 in cash, $1,342 in units in the
Operating Partnership and the assumption of debt totaling $50,134. As
a result, EPT became a wholly owned single member LLC subsidiary of
the Operating Partnership.
    
    The owners of The Gables contributed their interests in the student
housing property to a newly formed Delaware limited partnership
referred to as EDR BG, LP in exchange for all the limited partnership
interests of EDR BG, LP. The Operating Partnership acquired all of the
ownership interests in EDR BG, LP for $1,043 in cash, $58 in units in
the Operating Partnership and the assumption of debt totaling $4,552.
    
    C Station LLC merged into a newly formed Delaware LLC, EDR C Station
LLC, which is a wholly owned subsidiary of the Operating Partnership.
The interests were contributed in exchange for the issuance of $229 in
units in the Operating Partnership and the assumption of debt and
notes payable to the Promoter totaling $2,477.
    
    The University Towers Partnership acquired a 100% interest in
University Towers and in turn was acquired for $8,813 in cash, $4,316
in units and the assumption of debt totaling $24,371.
    
    The Operating Partnership also acquired 14 properties referred to as
the JPI portfolio simultaneous with the Offering. The purchase price
of $401,975 was paid in cash of $82,105 the issuance of $7,995 of
units in the Operating Partnership, and the assumption of first
mortgage debt of $311,500, of which $93,360 was repaid with the use of
the net proceeds of the offering. Additionally, the Operating
Partnership issued warrants to JPI to purchase 250,000 shares of
common stock at an exercise price per share of 103% of the Offering
price. These warrants have a value approximating $375. The warrants
were exercisable beginning January 31, 2006 and expired on
February 28, 2007. In connection with the acquisition, the Operating
Partnership entered into an agreement to provide to the seller a
revolving loan commitment secured by a pledge of the Operating
Partnership units (499,688 units) issued to the seller in the purchase
transaction. On April 10, 2006, the Trust redeemed 400,632 Operating
Partnership units (minority interest) in full satisfaction of the
$5,996 note receivable and accrued interest of $120. The redemption of
minority interest was recorded in accordance with SFAS No. 141,
Business Combinations, which resulted in additional goodwill of $388.
The seller was released from the pledge of the remaining 99,056
Operating Partnership units. On April 26, 2006, the seller converted
the remaining units to the Trusts common stock.
   61




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##### Table of Contents



3. Summary of significant accounting policies
 Basis of presentation and principles of consolidation and combination
     Reclassifications
  Use of estimates
  Cash and cash equivalents
  Restricted cash
  Distributions
  62




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##### Table of Contents



Student housing properties
  Business
Combinations,
 Accounting for
the Impairment and Disposal of Long-lived Assets.
  Deferred financing costs
   Offering costs
  Debt premiums/discounts
  Income taxes
 63




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##### Table of Contents



Accounting for Income Taxes,
  Earnings per share
 Earnings Per Share.
 2007
    
    2006Operating Partnership units
    
    
    913,738
    
    
    
    913,738University Towers Operating Partnership units
    
    
    269,757
    
    
    
    269,757Restricted Stock (unvested shares)
    
    
    75,111
    
    
    
    111,111Profits Interest Units
    
    
    277,500
    
    
    
    265,000Total potentially dilutive securities
    
    
    1,536,106
    
    
    
    1,559,606
  Repairs, maintenance, and major improvements
  Goodwill and other intangible assets
 Goodwill and
Other Intangible Assets.
 Investment in unconsolidated joint ventures and limited liability companies
  64




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##### Table of Contents




    
    Salisbury Student Apartment Developers Joint Venture, 33% owned by AOES
    
    Salisbury Student Apartment Developers LLC, a Maryland limited
liability company 33% owned by AOES
    
    University of Louisville Apartment Developers LLC, a Kentucky limited
liability company 50% owned by AOES
    
    Hines/ AOES LLC, an Alabama limited liability company, 50% owned by
AOES
    
    National Development/ Allen & OHara CUPA, LLC, a Pennsylvania limited
liability company, 50% owned by Allen & OHara Development Company,
LLC (AODC)
    
    National Development/ Allen & OHara Lock Haven, LLC, a Pennsylvania
limited liability company, 50% owned by AODC
    
    National Development/ Allen & OHara Clarion, LLC, a Pennsylvania
limited liability company, 50% owned by AODC
    
    Allen & OHara National Development Bloomsburg LLC, a Pennsylvania
limited liability company, 50% owned by AODC
    
    Allen & OHara/ Academic Privatization LLC, a Tennessee limited
liability company, 50% owned by AODC
    
    University Village-Greensboro LLC, a Delaware limited liability
company, 25% owned by EROP
    
    AODC/CPA, LLC, a Delaware limited liability company, 50% owned by AODC
    
    WEDR Riverside Investors V, LLC, a Delaware limited liability company,
10% owned by EROP
    
    APF EDR, LP, a Delaware limited partnership, 10% owned by EROP
    
    APF EDR Food Services, LP, a Delaware limited partnership, 10% owned
by EROP
    
    WEDR Stinson Investors V, LLC, a Delaware limited liability company,
10% owned by EROP
 Revenue recognition
  Student housing leasing revenue
 Student housing food service revenue
 65




---



##### Table of Contents



Other leasing revenue
 Third-party development consulting revenue
 Third-party management revenue
 Operating expense reimbursement revenue Income Statement Characterization of Reimbursements Received
for Out of Pocket Expenses Incurred.
  2007
    
    
    2006
    
    
    2005Balance, beginning of period
    
    $
    43
    
    
    $
    410
    
    
    $
    Provision for uncollectible accounts
    
    
    804
    
    
    
    775
    
    
    
    2,306Deductions
    
    
    (674
    )
    
    
    (1,142
    )
    
    
    (1,896
    )Balance, end of period
    
    $
    173
    
    
    $
    43
    
    
    $
    410
 Costs related to third party development consulting services
  Advertising expense
  Minority interests
  Segment information
 Disclosures about Segments of an Enterprise and Related
Information,
 66




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##### Table of Contents



Stock-based compensation
 Share-Based Payment Accounting for Stock Issued to Employees
 Fair value of financial instruments
 Disclosure about the Fair Value of Financial Instruments,
 Recent accounting pronouncements
  Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109
 Fair Value Measurements .
 67




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##### Table of Contents



The Fair Value Option for Financial Assets and
Financial Liabilities ,
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statementsan amendment of Accounting Research Bulletin No. 51
 4. Income taxes
  2007
    
    
    2006Deferred tax assets:Deferred revenue
    
    $
    (19
    )
    
    $
    49Depreciation and amortization
    
    
    412
    
    
    
    335Accrued expenses
    
    
    182
    
    
    
    132Straight line rent
    
    
    136
    
    
    
    30Total deferred tax assets
    
    
    711
    
    
    
    546Deferred tax liability:Amortization of management
contracts intangible
    
    
    (30
    )
    
    
    (44
    )Net deferred tax assets
    
    $
    681
    
    
    $
    502
  2007
    
    
    2006
    
    
    2005Deferred:Federal
    
    $
    (127
    )
    
    $
    40
    
    
    $
    (182
    )State
    
    
    (51
    )
    
    
    8
    
    
    
    (27
    )Deferred expense (benefit)
    
    
    (178
    )
    
    
    48
    
    
    
    (209
    )Current:Federal
    
    
    377
    
    
    
    498
    
    
    
    525State
    
    
    59
    
    
    
    113
    
    
    
    181Current expense
    
    
    436
    
    
    
    611
    
    
    
    706Total provision
    
    $
    258
    
    
    $
    659
    
    
    $
    497
  2007
    
    
    2006
    
    
    2005Tax provision at U.S. statutory rates on TRS
income subject to tax
    
    $
    226
    
    
    $
    546
    
    
    $
    381State income tax, net of federal benefit
    
    
    29
    
    
    
    108
    
    
    
    114Other
    
    
    3
    
    
    
    5
    
    
    
    2Tax provision
    
    $
    258
    
    
    $
    659
    
    
    $
    497
 68




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##### Table of Contents



5. Acquisition of real estate investments
   AllocationPlace PortfolioCurrent assets and restricted cash
    
    $
    2,376Student housing properties
    
    
    202,250Other
    
    
    570Total assets acquired
    
    
    205,196Current liabilities
    
    
    (855
    )Mortgage debt assumed net of
premium/discount
    
    
    (98,660
    )Acquisition costs
    
    
    (7,446
    )Purchase price
    
    $
    98,235
  AllocationStatesboroCurrent assets and restricted cash
    
    $
    77Student housing properties
    
    
    12,703Other
    
    
    159Total assets acquired
    
    
    12,939Current liabilities
    
    
    (115
    )Mortgage debt assumed net of premium/discount
    
    
    Acquisition costs
    
    
    (65
    )Purchase price
    
    $
    12,759
   6. Disposition of real estate investments and discontinued operations
  69




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##### Table of Contents



2007
    
    
    2006
    
    
    2005Student housing leasing revenue
    
    $
    2,692
    
    
    $
    6,236
    
    
    $
    5,867Student housing leasing operating expenses
    
    
    (1,159
    )
    
    
    (3,166
    )
    
    
    (3,036
    )Depreciation and amortization
    
    
    (711
    )
    
    
    (2,048
    )
    
    
    (2,323
    )Minority interest in Operating Partnership
    
    
    (34
    )
    
    
    (49
    )
    
    
    (33
    )Income from discontinued operations (net of minority interest)
    
    $
    788
    
    
    $
    973
    
    
    $
    475Gain on sale of student housing property
    
    $
    1,644
    
    
    $
    
    
    
    $
    Minority interest in Operating Partnership
    
    
    (65
    )
    
    
    
    
    
    
    Gain on sale of student housing property (net of minority interest)
    
    $
    1,579
    
    
    $
    
    
    
    $
    
 7. Student housing properties
  2007
    
    
    2006Land
    
    $
    59,850
    
    
    $
    65,260Land improvements
    
    
    53,250
    
    
    
    54,825Construction in progress
    
    
    1,749
    
    
    
    88Buildings
    
    
    667,120
    
    
    
    705,802Furniture, fixtures and equipment
    
    
    37,219
    
    
    
    37,273819,188
    
    
    
    863,248Less accumulated depreciation
    
    
    (86,209
    )
    
    
    (58,489
    )Student housing properties, net
    
    $
    732,979
    
    
    $
    804,759
  Initial Cost
    
    
    
    
    
    
    Total CostsCostBuildings and
    
    
    
    
    
    
    Capitalized
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    
    Accumulated
    
    
    Date ofProperty(3)
    
    Encumbrances
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Subsequently
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Depreciation(4)
    
    
    AcquisitionUniversity Towers
    
    $
    23,099
    
    
    $
    2,195
    
    
    $
    31,035
    
    
    $
    33,230
    
    
    $
    1,221
    
    
    $
    2,195
    
    
    $
    32,256
    
    
    $
    34,451
    
    
    $
    4,438
    
    
    
    01/31/05The Gables
    
    
    4,364
    
    
    
    198
    
    
    
    5,099
    
    
    
    5,297
    
    
    
    146
    
    
    
    198
    
    
    
    5,245
    
    
    
    5,443
    
    
    
    775
    
    
    
    01/31/05The Reserve at
Athens
    
    
    
    
    
    
    1,740
    
    
    
    17,985
    
    
    
    19,725
    
    
    
    279
    
    
    
    1,740
    
    
    
    18,264
    
    
    
    20,004
    
    
    
    2,237
    
    
    
    01/31/05Players Club
    
    
    
    
    
    
    727
    
    
    
    7,498
    
    
    
    8,225
    
    
    
    377
    
    
    
    727
    
    
    
    7,875
    
    
    
    8,602
    
    
    
    992
    
    
    
    01/31/05College Station
    
    
    
    
    
    
    244
    
    
    
    2,190
    
    
    
    2,434
    
    
    
    157
    
    
    
    244
    
    
    
    2,347
    
    
    
    2,591
    
    
    
    422
    
    
    
    01/31/05The Reserve at
Clemson
    
    
    12,000
    
    
    
    625
    
    
    
    18,230
    
    
    
    18,855
    
    
    
    398
    
    
    
    625
    
    
    
    18,628
    
    
    
    19,253
    
    
    
    2,467
    
    
    
    01/31/05NorthPointe
    
    
    18,800
    
    
    
    2,498
    
    
    
    27,323
    
    
    
    29,821
    
    
    
    569
    
    
    
    2,498
    
    
    
    27,892
    
    
    
    30,390
    
    
    
    3,416
    
    
    
    01/31/05The Pointe at South
Florida
    
    
    23,467
    
    
    
    3,508
    
    
    
    30,510
    
    
    
    34,018
    
    
    
    1,126
    
    
    
    3,508
    
    
    
    31,636
    
    
    
    35,144
    
    
    
    4,272
    
    
    
    01/31/05The Reserve on
Perkins(1)
    
    
    
    
    
    
    913
    
    
    
    15,795
    
    
    
    16,708
    
    
    
    501
    
    
    
    913
    
    
    
    16,296
    
    
    
    17,209
    
    
    
    2,225
    
    
    
    01/31/05The Commons at
Knoxville
    
    
    31,420
    
    
    
    4,630
    
    
    
    18,386
    
    
    
    23,016
    
    
    
    416
    
    
    
    4,630
    
    
    
    18,802
    
    
    
    23,432
    
    
    
    2,506
    
    
    
    01/31/05The Reserve at
Tallahassee
    
    
    
    
    
    
    2,743
    
    
    
    21,176
    
    
    
    23,919
    
    
    
    645
    
    
    
    2,743
    
    
    
    21,821
    
    
    
    24,564
    
    
    
    2,811
    
    
    
    01/31/05
 70




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##### Table of Contents



Initial Cost
    
    
    
    
    
    
    Total CostsCostBuildings and
    
    
    
    
    
    
    Capitalized
    
    
    
    
    
    
    Buildings and
    
    
    
    
    
    
    Accumulated
    
    
    Date ofProperty(3)
    
    Encumbrances
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Subsequently
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Depreciation(4)
    
    
    AcquisitionThe Pointe at
Western
    
    
    21,208
    
    
    
    1,096
    
    
    
    30,647
    
    
    
    31,743
    
    
    
    452
    
    
    
    1,096
    
    
    
    31,099
    
    
    
    32,195
    
    
    
    3,997
    
    
    
    01/31/05College Station at
W. Lafayette
    
    
    14,532
    
    
    
    1,887
    
    
    
    19,528
    
    
    
    21,415
    
    
    
    339
    
    
    
    1,887
    
    
    
    19,867
    
    
    
    21,754
    
    
    
    2,900
    
    
    
    01/31/05The Commons on
Kinnear
    
    
    14,434
    
    
    
    1,327
    
    
    
    20,803
    
    
    
    22,130
    
    
    
    246
    
    
    
    1,327
    
    
    
    21,049
    
    
    
    22,376
    
    
    
    2,436
    
    
    
    01/31/05The Pointe at Penn
State(2)
    
    
    
    
    
    
    2,151
    
    
    
    35,094
    
    
    
    37,245
    
    
    
    372
    
    
    
    2,151
    
    
    
    35,466
    
    
    
    37,617
    
    
    
    4,299
    
    
    
    01/31/05The Reserve at Star
Pass
    
    
    49,821
    
    
    
    1,584
    
    
    
    30,810
    
    
    
    32,394
    
    
    
    531
    
    
    
    1,584
    
    
    
    31,341
    
    
    
    32,925
    
    
    
    4,019
    
    
    
    01/31/05The Reserve at
Columbia
    
    
    19,048
    
    
    
    1,071
    
    
    
    26,134
    
    
    
    27,205
    
    
    
    511
    
    
    
    1,071
    
    
    
    26,645
    
    
    
    27,716
    
    
    
    3,071
    
    
    
    01/31/05The Reserve on
Frankford
    
    
    14,237
    
    
    
    1,181
    
    
    
    26,758
    
    
    
    27,939
    
    
    
    534
    
    
    
    1,181
    
    
    
    27,292
    
    
    
    28,473
    
    
    
    3,788
    
    
    
    01/31/05The Lofts
    
    
    27,000
    
    
    
    2,801
    
    
    
    34,117
    
    
    
    36,918
    
    
    
    313
    
    
    
    2,801
    
    
    
    34,430
    
    
    
    37,231
    
    
    
    3,775
    
    
    
    01/31/05The Reserve on West
31st
    
    
    
    
    
    
    1,896
    
    
    
    14,920
    
    
    
    16,816
    
    
    
    862
    
    
    
    1,896
    
    
    
    15,782
    
    
    
    17,678
    
    
    
    2,139
    
    
    
    01/31/05Campus Creek
    
    
    
    
    
    
    2,251
    
    
    
    21,604
    
    
    
    23,855
    
    
    
    528
    
    
    
    2,251
    
    
    
    22,132
    
    
    
    24,383
    
    
    
    2,719
    
    
    
    02/22/05Pointe West
    
    
    10,815
    
    
    
    2,318
    
    
    
    10,924
    
    
    
    13,242
    
    
    
    320
    
    
    
    2,318
    
    
    
    11,244
    
    
    
    13,562
    
    
    
    1,643
    
    
    
    03/17/05Campus Lodge
    
    
    36,362
    
    
    
    2,746
    
    
    
    44,415
    
    
    
    47,161
    
    
    
    409
    
    
    
    2,746
    
    
    
    44,824
    
    
    
    47,570
    
    
    
    4,880
    
    
    
    06/07/05College Grove
    
    
    
    
    
    
    1,334
    
    
    
    19,270
    
    
    
    20,604
    
    
    
    1,408
    
    
    
    1,334
    
    
    
    20,678
    
    
    
    22,012
    
    
    
    3,051
    
    
    
    04/27/05The Reserve on
South College
    
    
    
    
    
    
    1,744
    
    
    
    10,784
    
    
    
    12,528
    
    
    
    1,186
    
    
    
    1,744
    
    
    
    11,970
    
    
    
    13,714
    
    
    
    1,566
    
    
    
    07/06/05Statesboro Players
Club
    
    
    
    
    
    
    2,028
    
    
    
    10,675
    
    
    
    12,703
    
    
    
    1,594
    
    
    
    2,028
    
    
    
    12,269
    
    
    
    14,297
    
    
    
    679
    
    
    
    06/15/06Troy Place
    
    
    9,440
    
    
    
    523
    
    
    
    12,404
    
    
    
    12,927
    
    
    
    559
    
    
    
    523
    
    
    
    12,963
    
    
    
    13,486
    
    
    
    994
    
    
    
    01/01/06Jacksonville Place
    
    
    11,120
    
    
    
    628
    
    
    
    14,532
    
    
    
    15,160
    
    
    
    99
    
    
    
    628
    
    
    
    14,631
    
    
    
    15,259
    
    
    
    1,140
    
    
    
    01/01/06Statesboro Place
    
    
    
    
    
    
    1,180
    
    
    
    17,288
    
    
    
    18,468
    
    
    
    218
    
    
    
    1,180
    
    
    
    17,506
    
    
    
    18,686
    
    
    
    1,336
    
    
    
    01/01/06Macon Place
    
    
    7,440
    
    
    
    340
    
    
    
    9,856
    
    
    
    10,196
    
    
    
    141
    
    
    
    340
    
    
    
    9,997
    
    
    
    10,337
    
    
    
    792
    
    
    
    01/01/06Clayton Place
    
    
    24,540
    
    
    
    4,291
    
    
    
    28,843
    
    
    
    33,134
    
    
    
    79
    
    
    
    4,291
    
    
    
    28,922
    
    
    
    33,213
    
    
    
    2,083
    
    
    
    01/01/06Carrollton Place
    
    
    
    
    
    
    682
    
    
    
    12,166
    
    
    
    12,848
    
    
    
    133
    
    
    
    682
    
    
    
    12,299
    
    
    
    12,981
    
    
    
    873
    
    
    
    01/01/06River Place
    
    
    13,680
    
    
    
    837
    
    
    
    17,746
    
    
    
    18,583
    
    
    
    248
    
    
    
    837
    
    
    
    17,994
    
    
    
    18,831
    
    
    
    1,384
    
    
    
    01/01/06Murray Place
    
    
    6,800
    
    
    
    550
    
    
    
    8,864
    
    
    
    9,414
    
    
    
    241
    
    
    
    550
    
    
    
    9,105
    
    
    
    9,655
    
    
    
    807
    
    
    
    01/01/06Western Place
    
    
    
    
    
    
    660
    
    
    
    16,332
    
    
    
    16,992
    
    
    
    74
    
    
    
    660
    
    
    
    16,406
    
    
    
    17,066
    
    
    
    1,243
    
    
    
    01/01/06Cape Place
    
    
    8,520
    
    
    
    445
    
    
    
    11,207
    
    
    
    11,652
    
    
    
    213
    
    
    
    445
    
    
    
    11,420
    
    
    
    11,865
    
    
    
    893
    
    
    
    01/01/06Clemson Place
    
    
    8,160
    
    
    
    759
    
    
    
    10,317
    
    
    
    11,076
    
    
    
    137
    
    
    
    759
    
    
    
    10,454
    
    
    
    11,213
    
    
    
    789
    
    
    
    01/01/06Berkeley Place
    
    
    
    
    
    
    1,048
    
    
    
    18,497
    
    
    
    19,545
    
    
    
    59
    
    
    
    1,048
    
    
    
    18,556
    
    
    
    19,604
    
    
    
    1,366
    
    
    
    01/01/06Martin Place
    
    
    8,960
    
    
    
    471
    
    
    
    11,784
    
    
    
    12,255
    
    
    
    151
    
    
    
    471
    
    
    
    11,935
    
    
    
    12,406
    
    
    
    938
    
    
    
    01/01/06Totals
    
    $
    419,267
    
    
    $
    59,850
    
    
    $
    741,546
    
    
    $
    801,396
    
    
    $
    17,792
    
    
    $
    59,850
    
    
    $
    759,338
    
    
    $
    819,188
    
    
    $
    86,209
 
 (1)
    
    The Reserve on Perkins is cross collateralized with The Commons at Knoxville against the $32,000 outstanding loan. 71




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##### Table of Contents



(2)
    
    The Pointe at Penn State is cross collateralized with The Reserve at Star Pass against the $50,740 outstanding loan.(3)
    
    All properties are garden-style student housing communities
except for University Towers which is a traditional residence hall.(4)
    
    Assets have useful lives ranging from 3 to 40 years.  2007
    
    
    2006
    
    
    2005Balance, beginning of
period
    
    $
    863,248
    
    
    $
    643,515
    
    
    $
    Student housing
acquisitions
    
    
    
    
    
    
    214,953
    
    
    
    638,357Student housing
dispositions
    
    
    (52,406
    )
    
    
    
    
    
    
    Additions
    
    
    8,463
    
    
    
    4,860
    
    
    
    5,513Disposals
    
    
    (117
    )
    
    
    (80
    )
    
    
    (355
    )Balance, end of period
    
    $
    819,188
    
    
    $
    863,248
    
    
    $
    643,515
  2007
    
    
    2006
    
    
    2005Balance, beginning of period
    
    $
    58,489
    
    
    $
    23,210
    
    
    $
    Depreciation
    
    
    32,409
    
    
    
    35,320
    
    
    
    23,219Disposals
    
    
    (77
    )
    
    
    (41
    )
    
    
    (9
    )Student housing dispositions
    
    
    (4,612
    )
    
    
    
    
    
    
    Balance, end of period
    
    $
    86,209
    
    
    $
    58,489
    
    
    $
    23,210
 8. Investments in unconsolidated entities
  2007
    
    
    2006Financial Position:Total assets
    
    $
    145,644
    
    
    $
    126,626Total liabilities
    
    
    116,040
    
    
    
    92,528Equity (deficit)
    
    
    29,604
    
    
    
    34,098Trusts and EDR Predecessors
investment in unconsolidated
entities
    
    $
    2,671
    
    
    $
    3,134
 2007
    
    2006
    
    2005Results of Operations:Revenues
    
    $
    13,283
    
    
    $
    3,909
    
    
    $
    1,770Net income (loss)
    
    
    (4,194
    )
    
    
    1,013
    
    
    
    1,720Trusts and EDR
Predecessors equity
in earnings of
unconsolidated
entities
    
    $
    (277
    )
    
    $
    740
    
    
    $
    853
  9. Incentive plans
   72




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##### Table of Contents



Accounting for Stock Issued to Employees,
  RestrictedPIUs
    
    Stock
    
    TotalInitial issuance
    
    
    220,000
    
    
    
    174,000
    
    
    
    394,000Granted
    
    
    25,000
    
    
    
    12,000
    
    
    
    37,000Outstanding at
December 31, 2005
    
    
    245,000
    
    
    
    186,000
    
    
    
    431,000Granted
    
    
    22,500
    
    
    
    6,000
    
    
    
    28,500Retired
    
    
    (2,500
    )
    
    
    
    
    
    
    (2,500
    )Outstanding at
December 31, 2006
    
    
    265,000
    
    
    
    192,000
    
    
    
    457,000Granted
    
    
    17,500
    
    
    
    8,000
    
    
    
    25,500Retired
    
    
    (5,000
    )
    
    
    
    
    
    
    (5,000
    )Outstanding at
December 31, 2007
    
    
    277,500
    
    
    
    200,000
    
    
    
    477,500Vested at
December 31, 2007
    
    
    277,500
    
    
    
    124,889
    
    
    
    402,389
 10. Debt
 Notes payable and revolving credit facility
  73




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##### Table of Contents



Mortgage debt
  Outstanding atDecember 31,
    
    
    Contractual Fixed
    
    
    MaturityProperty
    
    2007
    
    
    Interest Rate
    
    
    Date
    
    
    AmortizationUniversity Towers
    
    $
    23,099
    
    
    
    6.77
    %
    
    
    3/1/2008
    
    
    30 Year
 74




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##### Table of Contents



Outstanding atDecember 31,
    
    
    Contractual Fixed
    
    
    MaturityProperty
    
    2007
    
    
    Interest Rate
    
    
    Date
    
    
    AmortizationThe Reserve at Clemson
    
    
    12,000
    
    
    
    5.55
    %
    
    
    3/1/2012
    
    
    30 YearThe Gables
    
    
    4,364
    
    
    
    5.50
    %
    
    
    11/1/2013
    
    
    30 YearNorthPointe
    
    
    18,800
    
    
    
    5.55
    %
    
    
    3/1/2012
    
    
    30 YearThe Pointe at S. Florida
    
    
    23,467
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Pointe at Western
    
    
    21,209
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Lofts
    
    
    27,000
    
    
    
    5.59
    %
    
    
    5/1/2014
    
    
    30 YearThe Reserve on Perkins/The Commons at Knoxville
    
    
    31,420
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Pointe at Penn State/The Reserve at Star Pass
    
    
    49,821
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearCampus Lodge
    
    
    36,362
    
    
    
    6.97
    %
    
    
    5/1/2012
    
    
    30 YearPointe West
    
    
    10,815
    
    
    
    4.92
    %
    
    
    8/1/2014
    
    
    30 YearCollege Station at W. Lafayette
    
    
    14,531
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Commons on Kinnear
    
    
    14,434
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Reserve at Frankford
    
    
    14,237
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Reserve at Columbia
    
    
    19,048
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearTroy Place
    
    
    9,440
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearJacksonville Place
    
    
    11,120
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearMacon Place
    
    
    7,440
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearClayton Place
    
    
    24,540
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearRiver Place
    
    
    13,680
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearMurray Place
    
    
    6,800
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearCape Place
    
    
    8,520
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearClemson Place
    
    
    8,160
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearMartin Place
    
    
    8,960
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearTotal debt /weighted average rate
    
    
    419,267
    
    
    
    5.90
    %Unamortized premium
    
    
    1,673Total mortgage loans net of unamortized premium
    
    
    420,940Less current portion of mortgage debt
    
    
    (26,481
    )Total long-term debt, net of current portion
    
    $
    394,459
  Outstanding atDecember 31,
    
    
    Contractual Fixed
    
    
    MaturityProperty
    
    2006
    
    
    Interest Rate
    
    
    Date
    
    
    AmortizationUniversity Towers
    
    $
    23,563
    
    
    
    6.77
    %
    
    
    3/1/2008
    
    
    30 YearThe Reserve at Clemson
    
    
    11,651
    
    
    
    6.63
    %
    
    
    5/1/2007
    
    
    30 YearThe Gables
    
    
    4,433
    
    
    
    5.50
    %
    
    
    11/1/2013
    
    
    30 YearNorthPointe
    
    
    18,312
    
    
    
    6.63
    %
    
    
    5/1/2007
    
    
    30 YearThe Pointe at S. Florida
    
    
    23,779
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Pointe at Western
    
    
    21,490
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Lofts
    
    
    26,500
    
    
    
    3.49
    %
    
    
    4/5/2007
    
    
    30 YearThe Reserve on Perkins/The Commons at Knoxville
    
    
    31,838
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Pointe at Penn State/The Reserve at Star Pass
    
    
    50,482
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearCampus Lodge
    
    
    36,854
    
    
    
    6.97
    %
    
    
    5/1/2012
    
    
    30 YearPointe West
    
    
    10,986
    
    
    
    4.92
    %
    
    
    8/1/2014
    
    
    30 YearCollege Station at W. Lafayette
    
    
    14,725
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Commons on Kinnear
    
    
    14,625
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearThe Reserve at Frankford
    
    
    14,426
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 Year
 75




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##### Table of Contents



Outstanding atDecember 31,
    
    
    Contractual Fixed
    
    
    MaturityProperty
    
    2006
    
    
    Interest Rate
    
    
    Date
    
    
    AmortizationThe Reserve at Columbia
    
    
    19,301
    
    
    
    5.48
    %
    
    
    7/7/2009
    
    
    30 YearTroy Place
    
    
    9,440
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearJacksonville Place
    
    
    11,120
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearMacon Place
    
    
    7,440
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearClayton Place
    
    
    24,540
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearRiver Place
    
    
    13,680
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearMurray Place
    
    
    6,800
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearCape Place
    
    
    8,520
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearClemson Place
    
    
    8,160
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearMartin Place
    
    
    8,960
    
    
    
    6.44
    %
    
    
    12/9/2009
    
    
    30 YearTotal debt /weighted average rate
    
    
    421,625
    
    
    
    5.85
    %Unamortized premium
    
    
    2,308Total mortgage loans net of unamortized premium
    
    
    423,933Less current portion of mortgage debt
    
    
    (60,158
    )Total long-term debt, net of current portion
    
    $
    363,775
  Year2008
    
    $
    26,4812009
    
    
    285,0492010
    
    
    12,3882011
    
    
    9472012
    
    
    65,315Thereafter
    
    
    40,587Total
    
    
    430,767Debt premium
    
    
    1,673Outstanding as of December 31, 2007, net of debt premium
    
    $
    432,440
  2007
    
    
    2006
    
    
    2005Balance, beginning of period
    
    $
    423,933
    
    
    $
    328,335
    
    
    $
    Assumption of mortgage debt at fair value
    
    
    
    
    
    
    98,660
    
    
    
    444,964Additions
    
    
    57,800
    
    
    
    
    
    
    
    6Repayments of principal
    
    
    (60,158
    )
    
    
    (2,503
    )
    
    
    (116,271
    )Amortization of premium
    
    
    (635
    )
    
    
    (559
    )
    
    
    (364
    )Balance, end of period
    
    $
    420,940
    
    
    $
    423,933
    
    
    $
    328,335
 76




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##### Table of Contents



11. Segments
   Year Ended December 31, 2007
    
    
    Year Ended December 31, 2006Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    
    Development
    
    
    Third-Party
    
    
    
    
    
    
    
    
    
    
    Student
    
    
    Development
    
    
    Third-PartyHousing
    
    
    Consulting
    
    
    Management
    
    
    
    
    
    
    
    
    
    
    Housing
    
    
    Consulting
    
    
    ManagementLeasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    Total
    
    
    Leasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    TotalRevenues:Student housing
leasing revenue
    
    $
    85,651
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    85,651
    
    
    $
    81,202
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    81,202Student housing
food service
revenue
    
    
    2,359
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,359
    
    
    
    3,634
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,634Other leasing
revenue
    
    
    13,811
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,811
    
    
    
    14,012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,012Third-party
development
consulting
services
    
    
    
    
    
    
    5,411
    
    
    
    
    
    
    
    
    
    
    
    5,411
    
    
    
    
    
    
    
    3,773
    
    
    
    
    
    
    
    
    
    
    
    3,773Third-party
management
services
    
    
    
    
    
    
    
    
    
    
    3,391
    
    
    
    
    
    
    
    3,391
    
    
    
    
    
    
    
    
    
    
    
    2,796
    
    
    
    
    
    
    
    2,796Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    3,428
    
    
    
    (3,428
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,298
    
    
    
    (3,298
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,330
    
    
    
    9,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,638
    
    
    
    7,638Total revenues
    
    
    101,821
    
    
    
    5,411
    
    
    
    6,819
    
    
    
    5,902
    
    
    
    119,953
    
    
    
    98,848
    
    
    
    3,773
    
    
    
    6,094
    
    
    
    4,340
    
    
    
    113,055Operating expenses:Student housing
leasing operations
    
    
    41,215
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,215
    
    
    
    39,503
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,503Student housing
food service
operations
    
    
    2,236
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,236
    
    
    
    3,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,318General and
administrative
    
    
    105
    
    
    
    2,787
    
    
    
    6,628
    
    
    
    
    
    
    
    9,520
    
    
    
    21
    
    
    
    2,210
    
    
    
    5,004
    
    
    
    
    
    
    
    7,235Intersegment
expenses
    
    
    3,428
    
    
    
    
    
    
    
    
    
    
    
    (3,428
    )
    
    
    
    
    
    
    3,298
    
    
    
    
    
    
    
    
    
    
    
    (3,298
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,330
    
    
    
    9,330
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,638
    
    
    
    7,638Total operating
expenses
    
    
    46,984
    
    
    
    2,787
    
    
    
    6,628
    
    
    
    5,902
    
    
    
    62,301
    
    
    
    46,140
    
    
    
    2,210
    
    
    
    5,004
    
    
    
    4,340
    
    
    
    57,694Net operating income
    
    
    54,837
    
    
    
    2,624
    
    
    
    191
    
    
    
    
    
    
    
    57,652
    
    
    
    52,708
    
    
    
    1,563
    
    
    
    1,090
    
    
    
    
    
    
    
    55,361Nonoperating
expenses(1)
    
    
    58,111
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,111
    
    
    
    62,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,660
 77




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##### Table of Contents



Year Ended December 31, 2007
    
    
    Year Ended December 31, 2006Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    
    Development
    
    
    Third-Party
    
    
    
    
    
    
    
    
    
    
    Student
    
    
    Development
    
    
    Third-PartyHousing
    
    
    Consulting
    
    
    Management
    
    
    
    
    
    
    
    
    
    
    Housing
    
    
    Consulting
    
    
    ManagementLeasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    Total
    
    
    Leasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    TotalIncome
(loss) before
equity in earnings
of unconsolidated
entities, income
taxes, minority
interest and
discontinued
operations
    
    
    (3,274
    )
    
    
    2,624
    
    
    
    191
    
    
    
    
    
    
    
    (459
    )
    
    
    (9,952
    )
    
    
    1,563
    
    
    
    1,090
    
    
    
    
    
    
    
    (7,299
    )Equity in earnings
of unconsolidated
entities
    
    
    (510
    )
    
    
    233
    
    
    
    
    
    
    
    
    
    
    
    (277
    )
    
    
    (74
    )
    
    
    814
    
    
    
    
    
    
    
    
    
    
    
    740Income
(loss) before
taxes, minority
interest and
discontinued
operations(2)
    
    $
    (3,784
    )
    
    $
    2,857
    
    
    $
    191
    
    
    $
    
    
    
    $
    (736
    )
    
    $
    (10,026
    )
    
    $
    2,377
    
    
    $
    1,090
    
    
    $
    
    
    
    $
    (6,559
    )Total segment
assets, as of
December 31, 2007
and 2006
    
    $
    751,086
    
    
    $
    4,528
    
    
    $
    6,505
    
    
    $
    
    
    
    $
    762,119
    
    
    $
    818,832
    
    
    $
    2,082
    
    
    $
    5,567
    
    
    $
    
    
    
    $
    826,481
 
 (1)
    
    Nonoperating expenses include interest expense, interest income, exit fees on early payment of debt, amortization of deferred financing
costs, depreciation, and amortization of intangibles.(2)
    
    Reconciliation of segment revenues and segment net operating income before taxes,
minority interest and discontinued operations to the Trusts consolidated revenues and net
loss before taxes, minority interest and discontinued operations: 2007
    
    
    2006Total segment revenues
    
    $
    123,381
    
    
    $
    116,353Elimination of intersegment revenues
    
    
    (3,428
    )
    
    
    (3,298
    )Total consolidated revenues
    
    
    119,953
    
    
    
    113,055Segment net operating income before taxes, minority interest and discontinued operations
    
    
    (736
    )
    
    
    (6,559
    )Other unallocated corporate expenses
    
    
    (6,828
    )
    
    
    (6,404
    )Net loss before taxes, minority interest and discontinued operations
    
    $
    (7,564
    )
    
    $
    (12,963
    )Reconciliation of segment assets to the Trusts total assets:Total segment assets, end of period (includes goodwill of $3,070)
    
    $
    762,119
    
    
    $
    826,481Unallocated corporate amounts:Cash
    
    
    298
    
    
    
    2,752Other assets
    
    
    4,377
    
    
    
    4,801Deferred financing costs, net
    
    
    666
    
    
    
    1,424Total assets, end of period
    
    $
    767,460
    
    
    $
    835,458
 Year Ended December 31, 2006
    
    
    Year Ended December 31, 2005Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    
    Development
    
    
    Third-Party
    
    
    
    
    
    
    
    
    
    
    Student
    
    
    Development
    
    
    Third-PartyHousing
    
    
    Consulting
    
    
    Management
    
    
    
    
    
    
    
    
    
    
    Housing
    
    
    Consulting
    
    
    ManagementLeasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    Total
    
    
    Leasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    TotalRevenues:Student housing
leasing revenue
    
    $
    81,202
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    81,202
    
    
    $
    70,010
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    70,010Student housing
food service
revenue
    
    
    3,634
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,634
    
    
    
    3,491
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,491
 78




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Year Ended December 31, 2006
    
    
    Year Ended December 31, 2005Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    
    Development
    
    
    Third-Party
    
    
    
    
    
    
    
    
    
    
    Student
    
    
    Development
    
    
    Third-PartyHousing
    
    
    Consulting
    
    
    Management
    
    
    
    
    
    
    
    
    
    
    Housing
    
    
    Consulting
    
    
    ManagementLeasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    Total
    
    
    Leasing
    
    
    Services
    
    
    Services
    
    
    Adjustments
    
    
    TotalOther leasing
revenue
    
    
    14,012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-party
development
consulting
services
    
    
    
    
    
    
    3,773
    
    
    
    
    
    
    
    
    
    
    
    3,773
    
    
    
    
    
    
    
    1,759
    
    
    
    
    
    
    
    
    
    
    
    1,759Third-party
management
services
    
    
    
    
    
    
    
    
    
    
    2,796
    
    
    
    
    
    
    
    2,796
    
    
    
    
    
    
    
    
    
    
    
    1,968
    
    
    
    
    
    
    
    1,968Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    3,298
    
    
    
    (3,298
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,418
    
    
    
    (2,418
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,638
    
    
    
    7,638
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,694
    
    
    
    6,694Total revenues
    
    
    98,848
    
    
    
    3,773
    
    
    
    6,094
    
    
    
    4,340
    
    
    
    113,055
    
    
    
    73,501
    
    
    
    1,759
    
    
    
    4,386
    
    
    
    4,276
    
    
    
    83,922Operating expenses:Student housing
leasing operations
    
    
    39,503
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,503
    
    
    
    34,758
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,758Student housing
food service
operations
    
    
    3,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,318
    
    
    
    3,275
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,275General and
administrative
    
    
    21
    
    
    
    2,210
    
    
    
    5,004
    
    
    
    
    
    
    
    7,235
    
    
    
    
    
    
    
    2,245
    
    
    
    3,969
    
    
    
    
    
    
    
    6,214Intersegment
expenses
    
    
    3,298
    
    
    
    
    
    
    
    
    
    
    
    (3,298
    )
    
    
    
    
    
    
    2,418
    
    
    
    
    
    
    
    
    
    
    
    (2,418
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,638
    
    
    
    7,638
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,694
    
    
    
    6,694Total operating
expenses
    
    
    46,140
    
    
    
    2,210
    
    
    
    5,004
    
    
    
    4,340
    
    
    
    57,694
    
    
    
    40,451
    
    
    
    2,245
    
    
    
    3,969
    
    
    
    4,276
    
    
    
    50,941Net operating
income (loss)
    
    
    52,708
    
    
    
    1,563
    
    
    
    1,090
    
    
    
    
    
    
    
    55,361
    
    
    
    33,050
    
    
    
    (486
    )
    
    
    417
    
    
    
    
    
    
    
    32,981Nonoperating
expenses(1)
    
    
    62,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,660
    
    
    
    44,255
    
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    44,249Income
(loss) before
equity in earnings
of unconsolidated
entities, income
taxes, minority
interest and
discontinued
operations
    
    
    (9,952
    )
    
    
    1,563
    
    
    
    1,090
    
    
    
    
    
    
    
    (7,299
    )
    
    
    (11,205
    )
    
    
    (480
    )
    
    
    417
    
    
    
    
    
    
    
    (11,268
    )Equity in earnings
of unconsolidated
entities
    
    
    (74
    )
    
    
    814
    
    
    
    
    
    
    
    
    
    
    
    740
    
    
    
    
    
    
    
    880
    
    
    
    
    
    
    
    
    
    
    
    880Income
(loss) before
taxes, minority
interest and
discontinued
operations(2)
    
    $
    (10,026
    )
    
    $
    2,377
    
    
    $
    1,090
    
    
    $
    
    
    
    $
    (6,559
    )
    
    $
    (11,205
    )
    
    $
    400
    
    
    $
    417
    
    
    $
    
    
    
    $
    (10,388
    )Total segment
assets, as of
December 31, 2006
and 2005
    
    $
    818,832
    
    
    $
    2,082
    
    
    $
    5,567
    
    
    $
    
    
    
    $
    826,481
    
    
    $
    638,312
    
    
    $
    1,825
    
    
    $
    5,084
    
    
    $
    
    
    
    $
    645,221
 
 (1)
    
    Nonoperating expenses include interest expense, interest income, exit fees on early
payment of debt, amortization of deferred financing costs, depreciation, and amortization of
intangibles. 79




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##### Table of Contents



(2)
    
    Reconciliation of segment revenues and net operating income before taxes, minority
interest and discontinued operations to the Trusts consolidated revenues and net loss before
taxes, minority interest and discontinued operations: 2006
    
    
    2005Total segment revenues
    
    $
    116,353
    
    
    $
    86,340Elimination of intersegment revenues
    
    
    (3,298
    )
    
    
    (2,418
    )Total consolidated revenues
    
    
    113,055
    
    
    
    83,922Segment net operating income before taxes, minority interest and discontinued operations
    
    
    (6,559
    )
    
    
    (10,388
    )Other unallocated corporate expenses
    
    
    (6,404
    )
    
    
    (6,197
    )Net loss before taxes, minority interest and discontinued operations
    
    $
    (12,963
    )
    
    $
    (16,585
    )Reconciliation of segment assets to the Trusts total assets:Total segment assets, end of period (includes goodwill of $3,070)
    
    $
    826,481
    
    
    $
    645,221Unallocated corporate amounts:Cash
    
    
    2,752
    
    
    
    52,689Other assets
    
    
    4,801
    
    
    
    4,870Deferred financing costs, net
    
    
    1,424
    
    
    
    1,269Total assets, end of period
    
    $
    835,458
    
    
    $
    704,049
 12. Related party transactions
     13. Lease commitments and unconditional purchase obligations
   80




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Year Ending
    
    Advertising
    
    Leases2008
    
    $
    64
    
    
    $
    3,3302009
    
    
    12
    
    
    
    2,4222010
    
    
    2
    
    
    
    1,9942011
    
    
    
    
    
    
    1,6302012
    
    
    
    
    
    
    963Thereafter
    
    
    
    
    
    
    485
 14. Employee savings plan
  15. Accrued expenses
  2007
    
    
    2006Payroll
    
    $
    2,364
    
    
    $
    1,715Real estate taxes
    
    
    2,777
    
    
    
    3,022Interest
    
    
    1,871
    
    
    
    1,851Utilities
    
    
    423
    
    
    
    351Other
    
    
    2,260
    
    
    
    3,214Total accrued expenses
    
    $
    9,695
    
    
    $
    10,153
 16. Commitments and contingencies
        81




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17. Quarterly financial information (unaudited)
  2007
    
    1st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th Quarter
    
    
    TotalRevenues
    
    $
    30,066
    
    
    $
    28,960
    
    
    $
    28,332
    
    
    $
    32,595
    
    
    $
    119,953Operating expenses
    
    
    23,310
    
    
    
    23,624
    
    
    
    27,829
    
    
    
    24,802
    
    
    
    99,565Nonoperating expenses
    
    
    7,583
    
    
    
    7,274
    
    
    
    6,433
    
    
    
    6,385
    
    
    
    27,675Equity in earnings of unconsolidated
entities
    
    
    43
    
    
    
    (41
    )
    
    
    (247
    )
    
    
    (32
    )
    
    
    (277
    )Income taxes (expense)/benefit
    
    
    3
    
    
    
    46
    
    
    
    54
    
    
    
    (361
    )
    
    
    (258
    )Minority interest
    
    
    (118
    )
    
    
    122
    
    
    
    337
    
    
    
    (302
    )
    
    
    39Discontinued operations(1)
    
    
    408
    
    
    
    426
    
    
    
    (16
    )
    
    
    (30
    )
    
    
    788Gain on sale of discontinued operations
    
    
    
    
    
    
    1,579
    
    
    
    
    
    
    
    
    
    
    
    1,579Net income (loss)
    
    $
    (491
    )
    
    $
    194
    
    
    $
    (5,802
    )
    
    $
    683
    
    
    $
    (5,416
    )Net income (loss) per share-basic and
diluted
    
    $
    (0.02
    )
    
    $
    0.01
    
    
    $
    (0.22
    )
    
    $
    0.02
    
    
    $
    (0.20
    )
 2006
    
    1st Quarter
    
    
    2nd Quarter
    
    
    3rd Quarter
    
    
    4th Quarter
    
    
    TotalRevenues
    
    $
    28,306
    
    
    $
    27,465
    
    
    $
    26,424
    
    
    $
    30,860
    
    
    $
    113,055Operating expenses
    
    
    22,890
    
    
    
    23,191
    
    
    
    26,885
    
    
    
    23,859
    
    
    
    96,825Nonoperating expenses
    
    
    6,935
    
    
    
    7,411
    
    
    
    7,731
    
    
    
    7,856
    
    
    
    29,933Equity in earnings of
unconsolidated entities
    
    
    283
    
    
    
    142
    
    
    
    148
    
    
    
    167
    
    
    
    740Income taxes (expense)/benefit
    
    
    104
    
    
    
    (186
    )
    
    
    (381
    )
    
    
    (196
    )
    
    
    (659
    )Minority interest
    
    
    (112
    )
    
    
    226
    
    
    
    471
    
    
    
    (181
    )
    
    
    (404
    )Discontinued operations(1)
    
    
    464
    
    
    
    441
    
    
    
    (235
    )
    
    
    303
    
    
    
    973Net loss
    
    $
    (780
    )
    
    $
    (2,514
    )
    
    $
    (8,189
    )
    
    $
    (762
    )
    
    $
    (12,245
    )Net loss per share-basic and diluted
    
    $
    (0.03
    )
    
    $
    (0.10
    )
    
    $
    (0.31
    )
    
    $
    (0.03
    )
    
    $
    (0.46
    )
 
 (1)
    
    All quarterly information presented above reflects the classification of the Village on
Tharpes financial results as discontinued operations. 18. Subsequent events
    82




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PLACE PORTFOLIO LESSEE, LLC
  83




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PAGEREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMREZNICK GROUP, P.C.  DECEMBER 31, 2007
    
    
    3WINDHAM BRANNON, P.C.  DECEMBER 31, 2006
    
    
    5FINANCIAL STATEMENTS:BALANCE SHEETS
    
    
    6STATEMENTS OF OPERATIONS
    
    
    7STATEMENTS OF MEMBERS EQUITY
    
    
    8STATEMENTS OF CASH FLOWS
    
    
    9NOTES TO FINANCIAL STATEMENTS
    
    
    10
 84




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##### Table of Contents



2007
    
    
    2006ASSETSCash in bank
    
    $
    771,301
    
    
    $
    1,243,414Accounts receivable, net of reserve for doubtful accounts
    
    
    195,083
    
    
    
    157,525Related party receivables
    
    
    394,280
    
    
    
    387,606Property and equipment, net
    
    
    25,562
    
    
    
    11,284Prepaid expenses and other assets
    
    
    79,441
    
    
    
    134,796Escrow deposits
    
    
    395,972
    
    
    
    451,779Investments in marketable securities
    
    
    5,000,000
    
    
    
    5,000,000Total assets
    
    $
    6,861,639
    
    
    $
    7,386,404LIABILITIES AND MEMBERS EQUITYLIABILITIESAccounts payable and accrued expenses
    
    $
    397,584
    
    
    $
    1,003,066Security deposits
    
    
    6,133
    
    
    
    21,218Prepaid rents
    
    
    735,745
    
    
    
    1,006,415Real estate taxes payable
    
    
    343,079
    
    
    
    307,718Total liabilities
    
    
    1,482,541
    
    
    
    2,338,417MEMBERS EQUITYMembers capital
    
    
    9,888,499
    
    
    
    6,921,357Accumulated deficit
    
    
    (4,509,401
    )
    
    
    (1,873,370
    )Total members equity
    
    
    5,379,098
    
    
    
    5,047,987Total liabilities and members equity
    
    $
    6,861,639
    
    
    $
    7,386,404
  88




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2007
    
    
    2006Operating revenuesStudent housing leasing revenue
    
    $
    21,879,580
    
    
    $
    22,265,592Student housing other leasing income
    
    
    1,750,262
    
    
    
    1,771,333Other revenues
    
    
    269,347
    
    
    
    156,353Total operating revenues
    
    
    23,899,189
    
    
    
    24,193,278Operating expensesStudent housing leasing expenses
    
    
    12,045,385
    
    
    
    11,355,096Rent expense
    
    
    13,736,750
    
    
    
    13,736,750Additional rent expense
    
    
    74,220
    
    
    
    274,945Management fees
    
    
    678,865
    
    
    
    699,857Total operating expenses
    
    
    26,535,220
    
    
    
    26,066,648Net loss
    
    $
    (2,636,031
    )
    
    $
    (1,873,370
    )
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TotalMembers
    
    
    Accumulated
    
    
    MembersCapital
    
    
    Deficit
    
    
    EquityBalance, January 1, 2006
    
    $
    
    
    
    $
    
    
    
    $
    Contributions
    
    
    6,921,357
    
    
    
    
    
    
    
    6,921,357Net loss
    
    
    
    
    
    
    (1,873,370
    )
    
    
    (1,873,370
    )Balance, December 31, 2006
    
    
    6,921,357
    
    
    
    (1,873,370
    )
    
    
    5,047,987Contributions
    
    
    2,967,142
    
    
    
    
    
    
    
    2,967,142Net loss
    
    
    
    
    
    
    (2,636,031
    )
    
    
    (2,636,031
    )Balance, December 31, 2007
    
    $
    9,888,499
    
    
    $
    (4,509,401
    )
    
    $
    5,379,098
  90




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2007
    
    
    2006Cash flows from operating activitiesNet loss
    
    $
    (2,636,031
    )
    
    $
    (1,873,370
    )Adjustments to reconcile net loss to net cash
used by operating activities:Depreciation
    
    
    4,372
    
    
    
    Change in operating assets and liabilities:Accounts receivable
    
    
    (37,558
    )
    
    
    (157,525
    )Related party receivables
    
    
    (6,674
    )
    
    
    (387,606
    )Prepaid expenses and other assets
    
    
    55,355
    
    
    
    (134,796
    )Escrow deposits
    
    
    55,807
    
    
    
    (451,779
    )Accounts payable and accrued expenses
    
    
    (570,121
    )
    
    
    1,310,784Security deposits payable
    
    
    (15,085
    )
    
    
    21,218Prepaid rents
    
    
    (270,670
    )
    
    
    1,006,415Net cash used in operating activities
    
    
    (3,420,605
    )
    
    
    (666,659
    )Cash flows from investing activitiesPurchases of property and equipment
    
    
    (18,650
    )
    
    
    (11,284
    )Purchases of marketable securities
    
    
    
    
    
    
    (5,000,000
    )Net cash used in investing activities
    
    
    (18,650
    )
    
    
    (5,011,284
    )Cash flows from financing activitiesMembers contributions
    
    
    2,967,142
    
    
    
    6,921,357Net cash provided by financing activities
    
    
    2,967,142
    
    
    
    6,921,357NET CHANGE IN CASH
    
    
    (472,113
    )
    
    
    1,243,414Cash, beginning
    
    
    1,243,414
    
    
    
    Cash, ending
    
    $
    771,301
    
    
    $
    1,243,414
 Supplemental Disclosure of Cash Flow Information
 Non-Cash Transactions
 
  91




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Sale-Leaseback of Properties
   Use of Estimates
 92




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Revenue Recognition
   Cash in Bank
  Investments
  93




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Escrow Deposits
  Property and Equipment
   Fair Value of Financial Instruments
  Income Taxes
  94




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Year EndingDecember 31,2008
    
    $
    13,736,7502009
    
    
    13,736,7502010
    
    
    13,736,750Total future minimum lease payments
    
    $
    41,210,250
 st st
  Year EndingDecember 31,2008
    
    $
    23,953,6052009
    
    
    24,193,1412010
    
    
    24,435,072
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
  
 Item 9A. Controls and Procedures.
 Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  Managements Report on Internal Control Over Financial Reporting
 Financial Statements and Supplementary Data
 
 Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
  
 Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
   98




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14. Principal Accounting Fees and Services.
  
 PART IV
 Item 15. Exhibits and Financial Statement Schedules.
  Financial Statements
  Financial Statement Schedules
  Exhibits
     99




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SIGNATURES
  Education Realty Trust, Inc.By:
    /s/ Paul O. BowerPaul O. BowerDated: February 29, 2008
    
    President, Chief Executive Officer
                    and Chairman of the Board of Directors  Signature
    
    Title
    
    Date/s/ Paul O. Bower
 

Paul O. Bower
    
    President, Chief
Executive Officer and
Chairman of the Board of
Directors (Principal
Executive Officer)
    
    February 29, 2008/s/ Randall H. Brown
 

Randall H. Brown
    
    Executive Vice
President, Chief
Financial Officer,
Treasurer and Secretary
(Principal Financial
Officer)
    
    February 29, 2008/s/ J. Drew Koester
 

J. Drew Koester
    
    Vice President and Chief
Accounting Officer
(Principal Accounting
Officer)
    
    February 29, 2008/s/ Monte J. Barrow
    
    Director
    
    February 29, 2008Monte J. Barrow/s/ William J. Cahill, III
    
    Director
    
    February 29, 2008William J. Cahill, III/s/ Wendell W. Weakley
    
    Director
    
    February 29, 2008Wendell W. Weakley/s/ John L. Ford
    
    Director
    
    February 29, 2008John L. Ford
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INDEX TO EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    
    Second Articles of Amendment and Restatement of Education Realty Trust, Inc. (Incorporated by
reference to Exhibit 3.1 to the Companys Amendment No. 2 to its Registration Statement on Form S-11
(File No. 333-1192364), filed on December 10, 2004.)3.2
    
    
    Bylaws of Education Realty Trust, Inc. (Incorporated by reference to Exhibit 3.2 to the Companys
Registration Statement on Form S-11 (File No. 333-119264), filed on September 24, 2004.)4.1
    
    
    Form of Certificate for Common Stock of Education Realty Trust, Inc. (Incorporated by reference to
Exhibit 4.1 to the Companys Amendment No. 5 to its Registration Statement on Form S-11 (File
No. 333-1192364), filed on January 24, 2005.)4.2
    
    
    Form of Education Realty Trust, Inc. Common Stock Purchase Warrant dated January 31, 2005, issued to
JPI Investment Company, L.P. (Incorporated by reference to Exhibit 4.2 to the Companys Registration
Statement on Form S-11 (File No. 333-119264), filed on September 24, 2004.)4.3
    
    
    Form of Registration Rights Agreement dated January 31, 2005, by and among Education Realty Trust,
Inc., Education Realty Operating Partnership, LP, JPI Investment Company, L.P. and the unit holders
whose names are set forth on the signature pages thereto. (Incorporated by reference to Exhibit 4.3
to the Companys Registration Statement on Form S-11 (File No. 333-119264), filed on September 24,
2004.)10.1
    
    
    Form of Amended and Restated Agreement of Limited Partnership of Education Realty Operating
Partnership, LP. (Incorporated by reference to Exhibit 10.1 to the Companys Registration Statement
on Form S-11 (File No. 333-119264), filed on September 24, 2004.)10.2
    
    
    Form of Amended and Restated Agreement of Limited Partnership of University Towers Operating
Partnership, LP. (Incorporated by reference to Exhibit 10.2 to the Companys Registration Statement
on Form S-11 (File No. 333-119264), filed on September 24, 2004.)10.3
    (1)
    
    Form of Education Realty Trust, Inc. 2004 Incentive Plan. (Incorporated by reference to Exhibit 10.3
to the Companys Amendment No. 4 to its Registration Statement on Form S-11 (File No. 333-1192364),
filed on January 11, 2005.)10.4
    
    
    Form of Indemnification Agreement between Education Realty Trust, Inc. and its directors and
officers. (Incorporated by reference to Exhibit 10.4 to the Companys Amendment No. 1 to its
Registration Statement on Form S-11 (File No. 333-1192364), filed on November 4, 2004.)10.5
    (1)
    
    Employment Agreement between Education Realty Trust, Inc. and Paul O. Bower, dated as of December 6,
2004. (Incorporated by reference to Exhibit 10.5 to the Companys Amendment No. 2 to its
Registration Statement on Form S-11 (File No. 333-1192364), filed on December 10, 2004.)10.6
    (1)
    
    Employment Agreement between Education Realty Trust, Inc. and Randall H. Brown, dated as of
December 6, 2004. (Incorporated by reference to Exhibit 10.6 to the Companys Amendment No. 2 to its
Registration Statement on Form S-11 (File No. 333-1192364), filed on December 10, 2004.)
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ExhibitNumber
    
    Description10.7
    (1)
    
    Employment Agreement between Education Realty Trust, Inc. and Craig L. Cardwell, dated as of
December 6, 2004. (Incorporated by reference to Exhibit 10.7 to the Companys Amendment No. 2 to its
Registration Statement on Form S-11 (File No. 333-1192364), filed on December 10, 2004.)10.8
    
    
    Contribution Agreement dated as of September 24, 2004, by and among University Towers Operating
Partnership, LP, Allen & OHara, Inc., Paul O. Bower, Clyde C. Porter, Robert D. Bird, Thomas J.
Hickey, Barbara S. Hays and Hays Enterprises III, Ltd. (Incorporated by reference to Exhibit 10.8 to
the Companys Amendment No. 2 to its Registration Statement on Form S-11 (File No. 333-1192364),
filed on December 10, 2004.)10.9
    
    
    Contribution Agreement dated as of September 20, 2004, by and between Melton E. Valentine, Jr. and
University Towers Operating Partnership, LP. (Incorporated by reference to Exhibit 10.9 to the
Companys Amendment No. 2 to its Registration Statement on Form S-11 (File No. 333-1192364), filed
on December 10, 2004.)10.10
    
    
    Contribution Agreement dated September 20, 2004, by and among Allen & OHara Educational Properties,
LLC, Allen & OHara, Inc., Thomas J. Hickey, Craig L. Cardwell, Randall H. Brown, William W. Harris,
Wallace L. Wilcox and Education Realty Operating Partnership, LP. (Incorporated by reference to
Exhibit 10.10 to the Companys Registration Statement on Form S-11 (File No. 333-119264), filed on
September 24, 2004.)10.11
    
    
    Agreement and Plan of Merger dated September 20, 2004 by and among C Station, L.L.C., Allen &
OHara, Inc., Paul O. Bower, Craig L. Cardwell, Student Management Associates, LLC, Thomas J.
Hickey, Randall H. Brown, William W. Harris, Wallace L. Wilcox, EDR C Station, LLC and Education
Realty Operating Partnership, LP. (Incorporated by reference to Exhibit 10.11 to the Companys
Amendment No. 2 to its Registration Statement on Form S-11 (File No. 333-1192364), filed on
December 10, 2004.)10.12
    
    
    Agreement and Plan of Merger dated September 20, 2004, by and among Allen & OHara Education
Services, LLC, Allen & OHara, Inc., Student Management Associates, LLC, Thomas J. Hickey, Craig L.
Cardwell, Randall H. Brown, William W. Harris, Wallace L. Wilcox, Allen & OHara Education Services,
Inc., and Education Realty Operating Partnership, LP. (Incorporated by reference to Exhibit 10.12 to
the Companys Amendment No. 2 to its Registration Statement on Form S-11 (File No. 333-1192364),
filed on December 10, 2004.)10.13
    
    
    Contract of Sale/Contribution made effective as of September 17, 2004, by and among JPI-CG Mezz LLC,
JPI-MC Mezz LLC, JPI Genpar Realty LLC, JPI Investment Company, L.P. and Education Realty Operating
Partnership, LP. (Incorporated by reference to Exhibit 10.13 to the Companys Amendment No. 2 to its
Registration Statement on Form S-11 (File No. 333-1192364), filed on December 10, 2004.)10.14
    
    
    Contract of Sale made effective as of September 17, 2004, by and among Jefferson Commons  Lawrence,
L.P., Jefferson Commons  Wabash, L.P. and Education Realty Operating Partnership, LP. (Incorporated
by reference to Exhibit 10.14 to the Companys Amendment No. 2 to its Registration Statement on
Form S-11 (File No. 333-1192364), filed on December 10, 2004.)10.15
    
    
    Contract of Sale/Contribution made effective as of September 17, 2004, by and among Jefferson
Commons  Tucson Phase II Limited Partnership, Jefferson Commons  Columbia, L.P. and Education
Realty Operating Partnership, LP. (Incorporated by reference to Exhibit 10.15 to the Companys
Amendment No. 2 to its Registration Statement on Form S-11 (File No. 333-1192364), filed on
December 10, 2004.)
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ExhibitNumber
    
    Description10.16
    
    
    Contribution Agreement dated September 23, 2004 by and among Allen & OHara Educational Properties,
LLC, FSPP Education I, L.L.C., FSPP Education II, L.L.C., Allen & OHara, Inc., Thomas J. Hickey,
Craig L. Cardwell, Randall H. Brown, William W. Harris, Wallace L. Wilcox and Education Realty
Operating Partnership, LP. (Incorporated by reference to Exhibit 10.16 to the Companys Amendment
No. 2 to its Registration Statement on Form S-11 (File No. 333-1192364), filed on December 10,
2004.)10.17
    
    
    Form of Revolving Loan Agreement dated January 31, 2005, between Education Realty Operating
Partnership, LP and JPI Multifamily Investments L.P. (Incorporated by reference to Exhibit 10.17 to
the Companys Registration Statement on Form S-11 (File No. 333-119264), filed on September 24,
2004.)10.18
    
    
    Form of Collateral Assignment of Partnership Interest and Pledge Agreement between Education Realty
Operating Partnership, LP and JPI Multifamily Investments L.P. (Incorporated by reference to Exhibit
10.18 to the Companys Registration Statement on Form S-11 (File No. 333-119264), filed on September
24, 2004.)10.19
    
    
    Form of Secured Non-Recourse Revolving Note dated 2005, issued by JPI Multifamily Investments L.P.
to Education Realty Operating Partnership, LP. (Incorporated by reference to Exhibit 10.19 to the
Companys Registration Statement on Form S-11 (File No. 333-119264), filed on September 24, 2004.)10.20
    
    
    Purchase and Sale Agreement dated August 27, 2004 by and between The Gables, LLC and Education
Realty Operating Partnership, LP. (Incorporated by reference to Exhibit 10.20 to the Companys
Registration Statement on Form S-11 (File No. 333-119264), filed on September 24, 2004.)10.21
    
    
    Assignment and Assumption Agreement dated November 2, 2004, between Education Realty Operating
Partnership, LP and Allen & OHara, Inc. related to Morgan Keegan & Company, Inc. financial advisory
services agreement dated March 18, 2004. (Incorporated by reference to Exhibit 10.21 to the
Companys Amendment No. 1 to its Registration Statement on Form S-11 (File No. 333-1192364), filed
on November 4, 2004.)10.22
    
    
    Commitment Letter for Revolving Credit Facility by and among JP Morgan Chase Bank, UBS AG, Education
Realty Operating Partnership, LP and the Registrant dated December 22, 2004. (Incorporated by
reference to Exhibit 10.22 to the Companys Amendment No. 3 to its Registration Statement on
Form S-11 (File No. 333-1192364), filed on January 3, 2005.)10.32
    (1)
    
    Employment Agreement between Education Realty Trust, Inc. and William W. Harris, dated as of
December 6, 2004. (Incorporated by reference to Exhibit 10.32 to the Companys Amendment No. 2 to
its Registration Statement on Form S-11 (File No. 333-1192364), filed on December 10, 2004.)10.33
    (1)
    
    Employment Agreement between Education Realty Trust, Inc. and Thomas J. Hickey, dated as of
December 6, 2004. (Incorporated by reference to Exhibit 10.33 to the Companys Amendment No. 2 to
its Registration Statement on Form S-11 (File No. 333-1192364), filed on December 10, 2004.)10.35
    
    
    Credit Agreement, dated January 31, 2005, by and among Education Realty Operating Partnership, LP
and certain of its subsidiaries, as Borrower, JPMorgan Chase Bank, N.A. and UBS Loan Finance LLC, as
Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, and UBS Securities LLC, as Syndication
Agent. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K (File
No. 001-32417), filed on February 2, 2005.)
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ExhibitNumber
    
    Description10.36
    (1)
    
    Form of Restricted Stock Award Agreement (filed as Exhibit 10.1 to the Companys Current Report on
Form 8-K filed on August 17, 2006 and incorporated herein by reference).10.37
    
    
    Second Amendment to Contribution Agreement, dated January 6, 2006, by and between Place Properties,
L.P., Place Mezz Borrower, LLC and Education Realty Operating Partnership, LP (Filed as Exhibit 10.1
to the Companys Current Report on Form 8-K dated January 12, 2006 and incorporated herein by
reference).10.38
    
    
    Required Repair Escrow Agreement, dated as of January 1, 2006, by and between Place Properties,
L.P., Place Mezz Borrower, LLC, Education Realty Operating Partnership, LP and Chicago Title
Insurance Company (Filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated
January 12, 2006 and incorporated herein by reference).10.39
    
    
    Lease Agreement, dated as of January 1, 2006, by and between Education Realty Operating Partnership,
LP and Place Portfolio Lessee, LLC (Filed as Exhibit 10.3 to the Companys Current Report on
Form 8-K dated January 12, 2006 and incorporated herein by reference).10.40
    
    
    Consent, Ratification, Assumption and Release Agreement made effective as of January 6, 2006, by and
among Cape Place (DE), LLC, Martin Place (DE), LLC, Clayton Place (DE), LLC, Macon Place (DE), LLC,
River Place (DE), LLC, Jacksonville Place (DE), LLC, Clemson Place (DE), LLC, Troy Place (DE), LLC,
Murray Place (DE), LLC, EDR Lease Holdings, LLC, Cecil M. Philips, Place Properties, L.P., Education
Realty Operating Partnership, LP, and LaSalle Bank, National Association, as Trustee (Filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K/A dated January 25, 2006 and incorporated
herein by reference).10.41
    
    
    Loan and Security Agreement dated as of December 3, 2004, between Cape Place (DE), LLC; Clayton
Place (DE), LLC; Clemson Place (DE), LLC; Jacksonville Place (DE), LLC; Macon Place (DE), LLC;
Martin Place (DE), LLC; Murray Place (DE), LLC; River Place (DE), LLC; and Troy Place (DE), LLC,
collectively, as Borrower and Greenwich Capital Financial Products, Inc., as Lender (Filed as
Exhibit 10.2 to the Companys Current Report on Form 8-K/A dated January 25, 2006 and incorporated
herein by reference).10.42
    
    
    Promissory Note ($98,660,000), dated December 3, 2004, between Cape Place (DE), LLC, Clayton Place
(DE), LLC, Clemson Place (DE), LLC, Jacksonville Place (DE), LLC, Macon Place (DE), LLC, Martin
Place (DE), LLC, Murray Place (DE), LLC, River Place (DE), LLC, Troy Place (DE), LLC (collectively,
the Borrower) and Greenwich Capital Financial Products, Inc. (the Lender) (Filed as Exhibit 10.3
to the Companys Current Report on Form 8-K/A dated January 25, 2006 and incorporated herein by
reference).10.43
    
    
    Exceptions to Non-Recourse Guaranty (Multi State) entered into as of January 6, 2006, by Education
Realty Operating Partnership, LP for the benefit of LaSalle Bank, National Association, as Trustee
(Filed as Exhibit 10.4 to the Companys Current Report on Form 8-K/A dated January 25, 2006 and
incorporated herein by reference).10.44
    
    
    Environmental Indemnity Agreement made as of January 6, 2006, by Cape Place (DE), LLC, Clayton Place
(DE), LLC, Clemson Place (DE), LLC, Jacksonville Place (DE), LLC, Macon Place (DE), LLC, Martin
Place (DE), LLC, Murray Place (DE), LLC, River Place (DE), LLC, Troy Place (DE), LLC, and EDR Lease
Holdings, LLC and EDR Clemson Place Limited Partnership and Education Realty Operating Partnership,
LP (collectively referred to as Indemnitor) in favor of LaSalle Bank, National Association, as
Trustee (Filed as Exhibit 10.5 to the Companys Current Report on Form 8-K/A dated January 25, 2006
and incorporated herein by reference).
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ExhibitNumber
    
    Description10.45
    
    
    Credit Agreement dated as of March 30, 2006 among Education Realty Operating Partnership, L.P., as
borrower, the lenders party thereto and KeyBank, National Association as administrative agent (Filed
as Exhibit 10.1 to the Companys Current Report on Form 8-K dated April 6, 2006 and incorporated
herein by reference).10.46
    
    
    Amended and Restated Credit Agreement dated as of March 30, 2006 among Education Realty Operating
Partnership, L.P., and certain of its subsidiaries as borrowers, the lenders party thereto and
KeyBank, National Association as administrative agent (Filed as Exhibit 10.2 to the Companys
Current Report on Form 8-K dated April 6, 2006 and incorporated herein by reference).10.47
    (1)
    
    Incentive Compensation Plan for Executive Officers (filed as exhibit 10.1 to the Companys Current
Report on Form 8-K dated May 30, 2006 and incorporated herein by reference).10.48
    (1)
    
    Employment Agreement between Education Realty Trust, Inc. and Thomas Trubiana, dated as of March 1,
2005 (Filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated January 4, 2007 and
incorporated herein by reference).11
    
    
    Statement Re: Computation of per share earnings (included within 10K)21.1
    
    
    List of Subsidiaries of the Registrant.23.1
    
    
    Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.23.2
    
    
    Consent of Independent Registered Public Accounting Firm, Windham Brannon, P.L.23.3
    
    
    Consent of Independent Registered Public Accounting Firm, Reznick Group, P.C.31.1
    
    
    Certificate of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certificate of Chief Executive Officer and Chief Financial Officer.
 
 (1)
    
    Management contract or compensatory plan.
 105