##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File Number: 001-32417
 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, Memphis, Tennessee
    
    38117(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code): (901)259-2500
 þ o
  o o þ
 o þ




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##### Table of Contents



EDUCATION REALTY TRUST, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2006
TABLE OF CONTENTS
 PagePART IFINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    2Condensed Consolidated Balance Sheets of Education Realty Trust, Inc. and Subsidiaries as of
June 30, 2006 and December 31, 2005
    
    
    2Condensed Consolidated and Combined Statements of Operations of Education Realty Trust, Inc.
and Subsidiaries for the six months ended June 30, 2006 and 2005 and for Education Realty
Trust Predecessor for the period January 1, 2005 to January 30, 2005
    
    
    3Condensed Consolidated Statements of Operations of Education Realty Trust, Inc. and
Subsidiaries for the three months ended June 30, 2006 and 2005
    
    
    4Condensed Consolidated and Combined Statements of Cash Flows of Education Realty Trust, Inc.
and Subsidiaries for the six months ended June 30, 2006 and 2005 and for Education Realty
Trust Predecessor for the period January 1, 2005 to January 30, 2005
    
    
    5Notes to Condensed Consolidated and Combined Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    29Item 4. Controls and Procedures
    
    
    30PART II  OTHER INFORMATION
    
    
    30Item 1. Legal Proceedings
    
    
    30Item 1A. Risk Factors
    
    
    30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 3. Defaults Upon Senior Securities
    
    
    31Item 4. Submission of Matters to a Vote of Security Holders
    
    
    31Item 5. Other Information
    
    
    31Item 6. Exhibits
    
    
    31Signatures
    
    
    32EX-31.1 SECTION 302 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICEREX-31.2 SECTION 302 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICEREX-32.1 SECTION 906 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICEREX-32.2 SECTION 906 CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER




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##### Table of Contents



Part I Financial Information
 
 Item 1. Financial Statements.
 EDUCATION REALTY TRUST, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
  June 30, 2006
    
    
    December 31, 2005(Unaudited)AssetsStudent housing properties, net
    
    $
    819,121
    
    
    $
    620,305Corporate office furniture, net
    
    
    876
    
    
    
    991Cash and cash equivalents
    
    
    5,247
    
    
    
    61,662Restricted cash
    
    
    9,525
    
    
    
    6,738Student contracts receivable, net
    
    
    378
    
    
    
    470Receivable from affiliate
    
    
    98
    
    
    
    Management fee receivable from third party
    
    
    399
    
    
    
    552Goodwill and other intangibles, net
    
    
    3,793
    
    
    
    3,546Other assets
    
    
    8,331
    
    
    
    9,785Total assets
    
    $
    847,768
    
    
    $
    704,049Liabilities and stockholders equityLiabilities:Mortgage loans, net of unamortized premium/discount
    
    $
    425,959
    
    
    $
    328,335Other long term debt
    
    
    50,000
    
    
    
    Line of credit and other short term debt
    
    
    15,400
    
    
    
    Accounts payable and accrued expenses
    
    
    10,308
    
    
    
    9,370Accounts payable affiliate
    
    
    
    
    
    
    225Deferred revenue
    
    
    6,655
    
    
    
    7,660Total liabilities
    
    
    508,322
    
    
    
    345,590Minority interest
    
    
    20,368
    
    
    
    27,926Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Common stock, $.01 par value, 200,000,000 shares authorized, 26,384,939 and 26,263,889 shares
issued and outstanding as of June 30, 2006 and December 31, 2005, respectively
    
    
    264
    
    
    
    263Preferred shares, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    337,506
    
    
    
    351,664Loan to unitholder
    
    
    
    
    
    
    (5,996
    )Warrants
    
    
    375
    
    
    
    375Accumulated deficit
    
    
    (19,067
    )
    
    
    (15,773
    )Total stockholders equity
    
    
    319,078
    
    
    
    330,533Total liabilities and stockholders equity
    
    $
    847,768
    
    
    $
    704,049
 See accompanying notes to the condensed consolidated and combined financial statements.




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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND
SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR
 
 CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
  EDREducation Realty Trust, Inc.
    
    
    PredecessorConsolidated
    
    
    CombinedSix months
    
    
    Six months
    
    
    January 1ended
    
    
    ended
    
    
    throughJune 30,
    
    
    June 30,
    
    
    January 30,2006
    
    
    2005
    
    
    2005(Unaudited)
    
    
    (Unaudited)Revenues:Student housing leasing revenue
    
    $
    43,901
    
    
    $
    31,184
    
    
    $
    1,503Student housing food service revenue
    
    
    1,775
    
    
    
    1,441
    
    
    
    269Other leasing revenue
    
    
    6,868
    
    
    
    
    
    
    
    Third-party development services
    
    
    1,427
    
    
    
    182
    
    
    
    Third-party management services
    
    
    1,398
    
    
    
    644
    
    
    
    103Operating expense reimbursements
    
    
    3,745
    
    
    
    2,064
    
    
    
    671Total revenues
    
    
    59,114
    
    
    
    35,515
    
    
    
    2,546Operating expenses:Student housing leasing operations
    
    
    18,737
    
    
    
    13,212
    
    
    
    524Student housing food service operations
    
    
    1,583
    
    
    
    1,316
    
    
    
    255General and administrative
    
    
    6,165
    
    
    
    7,577
    
    
    
    367Depreciation and amortization
    
    
    18,240
    
    
    
    15,151
    
    
    
    260Reimbursable operating expenses
    
    
    3,745
    
    
    
    2,064
    
    
    
    671Total operating expenses
    
    
    48,470
    
    
    
    39,320
    
    
    
    2,077Operating income (loss)
    
    
    10,644
    
    
    
    (3,805
    )
    
    
    469Nonoperating expenses:Interest expense
    
    
    14,131
    
    
    
    6,805
    
    
    
    479Exit fees on early repayment of mortgages
    
    
    
    
    
    
    1,084
    
    
    
    Amortization of deferred financing costs
    
    
    553
    
    
    
    330
    
    
    
    Interest income
    
    
    (338
    )
    
    
    (484
    )
    
    
    Total nonoperating expenses
    
    
    14,346
    
    
    
    7,735
    
    
    
    479Loss before equity in earnings of unconsolidated entities,
income taxes and minority interest
    
    
    (3,702
    )
    
    
    (11,540
    )
    
    
    (10
    )Equity in earnings of unconsolidated entities
    
    
    425
    
    
    
    228
    
    
    
    27Income (loss) before income taxes and minority interest
    
    
    (3,277
    )
    
    
    (11,312
    )
    
    
    17Income tax expense (benefit)
    
    
    82
    
    
    
    (170
    )
    
    
    Net income (loss) before minority interest
    
    
    (3,359
    )
    
    
    (11,142
    )
    
    
    17Minority interest
    
    
    (65
    )
    
    
    (767
    )
    
    
    Net income (loss)
    
    $
    (3,294
    )
    
    $
    (10,375
    )
    
    $
    17Earnings per share information:Loss per share  basic and diluted
    
    $
    (0.13
    )
    
    $
    (0.47
    )Weighted average common shares outstanding- basic and diluted
    
    
    26,309,154
    
    
    
    21,859,108Distributions per common share
    
    $
    .5950
    
    
    $
    .19
 See accompanying notes to the condensed consolidated and combined financial statements.




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EDUCATION REALTY TRUST, INC. AND
 
 SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   Three months
    
    
    Three monthsended
    
    
    endedJune 30,
    
    
    June 30,2006
    
    
    2005Revenues:Student housing leasing revenue
    
    $
    21,367
    
    
    $
    19,096Student housing food service revenue
    
    
    807
    
    
    
    853Other leasing revenue
    
    
    3,434
    
    
    
    Third-party development services
    
    
    872
    
    
    
    173Third-party management services
    
    
    699
    
    
    
    355Operating expense reimbursements
    
    
    1,950
    
    
    
    1,378Total revenues
    
    
    29,129
    
    
    
    21,855Operating expenses:Student housing leasing operations
    
    
    9,448
    
    
    
    8,308Student housing food service operations
    
    
    724
    
    
    
    796General and administrative
    
    
    3,185
    
    
    
    2,401Depreciation and amortization
    
    
    9,087
    
    
    
    9,392Reimbursable operating expenses
    
    
    1,950
    
    
    
    1,378Total operating expenses
    
    
    24,394
    
    
    
    22,275Operating income (loss)
    
    
    4,735
    
    
    
    (420
    )Nonoperating expenses:Interest expense
    
    
    7,261
    
    
    
    4,228Exit fees on early repayment of mortgages
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    279
    
    
    
    214Interest income
    
    
    (129
    )
    
    
    (205
    )Total nonoperating expenses
    
    
    7,411
    
    
    
    4,237Loss before equity in earnings of unconsolidated entities,
income taxes and minority interest
    
    
    (2,676
    )
    
    
    (4,657
    )Equity in earnings of unconsolidated entities
    
    
    142
    
    
    
    157Income (loss) before income taxes and minority interest
    
    
    (2,534
    )
    
    
    (4,500
    )Income tax expense (benefit)
    
    
    186
    
    
    
    (104
    )Net income (loss) before minority interest
    
    
    (2,720
    )
    
    
    (4,396
    )Minority interest
    
    
    (206
    )
    
    
    (336
    )Net income (loss)
    
    $
    (2,514
    )
    
    $
    (4,060
    )Earnings per share information:Loss per share  basic and diluted
    
    $
    (0.10
    )
    
    $
    (0.19
    )Weighted average common shares outstanding- basic and diluted
    
    
    26,349,426
    
    
    
    21,862,719Distributions per common share
    
    $
    .2975
    
    
    $
    .19
 See accompanying notes to the condensed consolidated and combined financial statements.




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EDUCATION REALTY TRUST, INC. AND
SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR
 
 CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
  Education Realty Trust, Inc.
    
    
    EDR PredecessorConsolidated
    
    
    CombinedSix months
    
    
    Six monthsended
    
    
    ended
    
    
    January 1 throughJune 30,
    
    
    June 30,
    
    
    January 30,2006
    
    
    2005
    
    
    2005(Unaudited)
    
    
    (Unaudited)Operating activities:Net income (loss)
    
    $
    (3,294
    )
    
    $
    (10,375
    )
    
    $
    17Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    18,240
    
    
    
    15,151
    
    
    
    246Deferred tax (benefit) expense
    
    
    (34
    )
    
    
    
    
    
    
    Gain on disposal of assets
    
    
    (21
    )
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    553
    
    
    
    330
    
    
    
    14Amortization of unamortized debt premiums/discounts
    
    
    (266
    )
    
    
    (63
    )
    
    
    Distributions from unconsolidated entities
    
    
    112
    
    
    
    564
    
    
    
    Noncash compensation expense related to PIUs and restricted stock
    
    
    528
    
    
    
    4,374
    
    
    
    Equity in earnings of unconsolidated entities
    
    
    (425
    )
    
    
    (228
    )
    
    
    (27
    )Minority interest
    
    
    (65
    )
    
    
    (767
    )
    
    
    Change in operating assets and liabilities (net of acquisitions)
    
    
    (1,820
    )
    
    
    (1,313
    )
    
    
    (92
    )Net cash provided by operating activities
    
    
    13,508
    
    
    
    7,673
    
    
    
    158Investing activities:Property acquisitions, net of cash acquired
    
    
    (113,236
    )
    
    
    (174,951
    )
    
    
    (25
    )Deferred acquisition costs and earnest money deposits
    
    
    (100
    )
    
    
    (202
    )
    
    
    Purchase of corporate furniture and fixtures
    
    
    (39
    )
    
    
    (904
    )
    
    
    Restricted cash
    
    
    (411
    )
    
    
    (1,769
    )
    
    
    (2,348
    )Insurance proceeds on property loss
    
    
    135
    
    
    
    
    
    
    
    Investment in student housing properties
    
    
    (1,712
    )
    
    
    (767
    )
    
    
    Investment in joint venture
    
    
    (1
    )
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (115,364
    )
    
    
    (178,593
    )
    
    
    (2,373
    )Financing activities:Payment of mortgage notes
    
    
    (770
    )
    
    
    (115,102
    )
    
    
    (98
    )Borrowings of long-term debt
    
    
    50,000
    
    
    
    
    
    
    
    Debt issuance costs
    
    
    (1,340
    )
    
    
    (3,050
    )
    
    
    Borrowing (repayment) of line of credit, net
    
    
    14,500
    
    
    
    (502
    )
    
    
    Loan to unitholder
    
    
    
    
    
    
    (5,996
    )
    
    
    Proceeds from Offering
    
    
    
    
    
    
    349,600
    
    
    
    Payment of offering costs
    
    
    (125
    )
    
    
    (26,963
    )
    
    
    Dividends and distributions paid
    
    
    (16,816
    )
    
    
    (4,544
    )
    
    
    Repayment of notes payable affiliate
    
    
    
    
    
    
    (485
    )
    
    
    Redemption of minority interest
    
    
    (8
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    45,441
    
    
    
    192,958
    
    
    
    (98
    )Net increase (decrease) in cash and cash equivalents
    
    
    (56,415
    )
    
    
    22,038
    
    
    
    (2,313
    )Cash and cash equivalents, beginning of period
    
    
    61,662
    
    
    
    1
    
    
    
    2,883Cash and cash equivalents, end of period
    
    $
    5,247
    
    
    $
    22,039
    
    
    $
    570Supplemental disclosure of cash flow information:Interest paid
    
    $
    14,302
    
    
    $
    7,001
    
    
    $
    471Income taxes paid
    
    $
    718
    
    
    $
    
    
    
    $
    Supplemental disclosure of noncash activities:Prepaid offering costs charged against equity
    
    $
    
    
    
    $
    2,218
    
    
    $
    Prepaid acquisition costs
    
    
    4,718
    
    
    
    
    
    
    
    Units issued in connection with acquisitions
    
    
    
    
    
    
    26,340
    
    
    
    Warrants issued
    
    
    
    
    
    
    375
    
    
    
    Debt assumed in property acquisitions net of premium
    
    
    
    
    
    
    444,955
    
    
    
    Redemption
of minority interest to satisfy loan to unitholder
    
    
    6,116
    
    
    
    
    
    
    
    
 See accompanying notes to the condensed consolidated and combined financial statements.




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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND SUBSIDIARIES AND
EDUCATION REALTY TRUST PREDECESSOR
 
 NOTES TO CONDENSED 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.




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##### Table of Contents



2. The offering, the formation transactions and the private placement
    3. Summary of significant accounting policies
 Basis of presentation and principles of consolidation and combination
     Reclassifications
  Interim financial information




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##### Table of Contents



Use of estimates
  Cash and cash equivalents
  Restricted cash
  Distributions
  Student housing properties
  Business
Combinations
 Accounting for the Impairment and Disposal of Long-lived Assets.
 Investment in unconsolidated joint ventures and limited liability companies
  Deferred financing costs




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##### Table of Contents



Offering and Private Placement costs
  Debt premiums/discounts
  Income taxes
   Earnings per share
 Earnings Per Share
 Operating Partnership units
    
    
    914University Towers Operating Partnership units
    
    
    270Restricted Stock (unvested shares)
    
    
    129Profits Interest Units
    
    
    255Total potentially dilutive securities
    
    
    1,568
  Goodwill and other intangible assets
 Goodwill
and Other Intangible Assets.
 Minority interests
  Revenue recognition
  Student housing leasing revenue




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##### Table of Contents



Student housing food service revenue
 Other leasing revenue
 Third-party development consulting services revenue
 Third-party management revenue
 Operating expense reimbursement revenue Income Statement Characterization of Reimbursements
Received for Out of Pocket Expenses Incurred.
 Recent accounting pronouncements
 Exchange of Nonmonetary Assets, Accounting for Nonmonetary Transactions
 Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to Employee
 Determining Whether a General Partner, or the
General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited
Partners Have Certain Rights




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##### Table of Contents



Accounting for Conditional Asset
Retirement Obligations-an interpretation of FASB Statement No. 143 Accounting for Asset Retirement Obligations
 Accounting for Uncertainty in Income
Taxes, an Interpretation of FASB Statement No. 109
 4. Investments in unconsolidated entities
  
    
    Salisbury Student Apartment Developers Joint Venture, 33% owned by AOES
    
    Salisbury Student Apartment Developers LLC, a Maryland limited liability company, 33% owned by the
Promoter
    
    University of Louisville Apartment Developers LLC, a Kentucky limited liability company, 50% owned
by the Promoter
    
    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 EDR Greensboro
    
    AODC/CPA, LLC, a Delaware limited liability company, 50% owned by AODC




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##### Table of Contents



2006
    
    2005Results of Operations:Revenues
    
    $
    936
    
    
    $
    474Net income
    
    
    849
    
    
    
    466Equity in earnings of unconsolidated entities
    
    $
    425
    
    
    $
    255
  5. Debt
 Notes payable and credit facility




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##### Table of Contents



Mortgage debt
    Fiscal Year Ending
 2006 (6 months ended December 31, 2006)
    
    $
    1,9622007
    
    
    61,2222008
    
    
    27,6062009
    
    
    282,6312010
    
    
    8882011
    
    
    947Thereafter
    
    
    48,102Total
    
    
    423,358Unamortized debt premium
    
    
    2,601Outstanding at June 30, 2006, net of unamortized premium
    
    $
    425,959
  6. Segments
  Six Months Ended June 30, 2006
    
    Six Months Ended June 30, 2005(1)Third-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
    
    $
    43,901
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    43,901
    
    
    $
    32,687
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    32,687Student housing
food service
revenue
    
    
    1,775
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,775
    
    
    
    1,710
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,710Other leasing
revenue
    
    
    6,868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-party
development
consulting services
    
    
    
    
    
    
    1,427
    
    
    
    
    
    
    
    
    
    
    
    1,427
    
    
    
    
    
    
    
    182
    
    
    
    
    
    
    
    
    
    
    
    182Third-party
management revenue
    
    
    
    
    
    
    
    
    
    
    1,398
    
    
    
    
    
    
    
    1,398
    
    
    
    
    
    
    
    
    
    
    
    747
    
    
    
    
    
    
    
    747




---



##### Table of Contents



Six Months Ended June 30, 2006
    
    Six Months Ended June 30, 2005(1)Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    
    
    
    
    
    
    Housing
    
    Consulting
    
    ManagementLeasing
    
    Services
    
    Services
    
    Adjustments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    Adjustments
    
    TotalIntersegment
revenues
    
    
    
    
    
    
    
    
    
    
    1,783
    
    
    
    (1,783
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,053
    
    
    
    (1,053
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,745
    
    
    
    3,745
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    2,375Total revenues
    
    
    52,544
    
    
    
    1,427
    
    
    
    3,181
    
    
    
    1,962
    
    
    
    59,114
    
    
    
    34,397
    
    
    
    182
    
    
    
    1,800
    
    
    
    1,682
    
    
    
    38,061Operating Expenses:Student housing
leasing operations
    
    
    18,737
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,737
    
    
    
    13,736
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,736Student housing
food service
operations
    
    
    1,583
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,583
    
    
    
    1,571
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,571General and
administrative
    
    
    
    
    
    
    985
    
    
    
    2,271
    
    
    
    
    
    
    
    3,256
    
    
    
    
    
    
    
    720
    
    
    
    1,482
    
    
    
    
    
    
    
    2,202Intersegment
expenses
    
    
    1,783
    
    
    
    
    
    
    
    
    
    
    
    (1,783
    )
    
    
    
    
    
    
    1,053
    
    
    
    
    
    
    
    
    
    
    
    (1,053
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,745
    
    
    
    3,745
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    2,735Total operating
expenses
    
    
    22,103
    
    
    
    985
    
    
    
    2,271
    
    
    
    1,962
    
    
    
    27,321
    
    
    
    16,360
    
    
    
    720
    
    
    
    1,482
    
    
    
    1,682
    
    
    
    20,244Net operating
income (loss)
    
    
    30,441
    
    
    
    442
    
    
    
    910
    
    
    
    
    
    
    
    31,793
    
    
    
    18,037
    
    
    
    (538
    )
    
    
    318
    
    
    
    
    
    
    
    17,817Nonoperating
expenses(2)
    
    
    32,172
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,172
    
    
    
    23,673
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,673Income (loss)
before equity in
earnings of
unconsolidated
entities, income
taxes and minority
interest
    
    
    (1,731
    )
    
    
    442
    
    
    
    910
    
    
    
    
    
    
    
    (379
    )
    
    
    (5,636
    )
    
    
    (538
    )
    
    
    318
    
    
    
    
    
    
    
    (5,856
    )Equity in earnings
of unconsolidated
entities
    
    
    
    
    
    
    425
    
    
    
    
    
    
    
    
    
    
    
    425
    
    
    
    
    
    
    
    255
    
    
    
    
    
    
    
    
    
    
    
    255Income (loss)
before taxes and
minority
interest(4)
    
    $
    (1,731
    )
    
    $
    867
    
    
    $
    910
    
    
    $
    
    
    
    $
    46
    
    
    $
    (5,636
    )
    
    $
    (283
    )
    
    $
    318
    
    
    $
    
    
    
    $
    (5,601
    )Total segment
assets (3)
    
    $
    836,094
    
    
    $
    1,665
    
    
    $
    8,660
    
    
    $
    
    
    
    $
    846,419
    
    
    $
    639,159
    
    
    $
    2,360
    
    
    $
    5,714
    
    
    $
    
    
    
    $
    647,233
 
 (1)
    
    The segment information presented for the six months ended June
30, 2005 represents the combined results of operations for
Education Realty Trust, Inc. (post Offering) and the EDR
Predecessor (pre Offering).(2)
    
    Nonoperating expenses include interest expense, interest income
and exit fees on early payment of debt, amortization of deferred
financing costs, depreciation, and amortization of intangibles.(3)
    
    Significant increases in segment assets related to student housing
leasing from that presented at December 31, 2005 include the
acquisition of the Place Portfolio as described in Note 2 and Note
8 and the acquisition of Statesboro as discussed in Note 8. The
decrease in segment assets of $695 related to third party
development




---



##### Table of Contents



consulting services is related to the funding of
project costs on two development projects in 2005. These costs
were paid by the Trust under the reimbursement agreements with the
foundations developing the student housing communities and were
reimbursed upon bond closing.(4)
    
    The following is a reconciliation of the reportable segments net
income (loss) before income taxes and minority interest to the
Trusts consolidated net income (loss) before income taxes and
minority interest: 2006
    
    
    2005Net income (loss) before taxes and minority interest for reportable segments
    
    $
    46
    
    
    $
    (5,601
    )Unallocated corporate amounts:Noncash compensation charge for PIUs and restricted stock
    
    
    (528
    )
    
    
    (4,375
    )Other corporate expenses
    
    
    (2,795
    )
    
    
    (1,336
    )Net loss before income taxes and minority interest
    
    $
    (3,277
    )
    
    $
    (11,312
    )
  Three Months Ended June 30, 2006
    
    Three Months Ended June 30, 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
    
    $
    21,367
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    21,367
    
    
    $
    19,096
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    19,096Student housing
food service
revenue
    
    
    807
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    807
    
    
    
    853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    853Other leasing
revenue
    
    
    3,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-party
development
consulting services
    
    
    
    
    
    
    872
    
    
    
    
    
    
    
    
    
    
    
    872
    
    
    
    
    
    
    
    173
    
    
    
    
    
    
    
    
    
    
    
    173Third-party
management revenue
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    
    
    
    
    355
    
    
    
    
    
    
    
    355Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    865
    
    
    
    (865
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    574
    
    
    
    (574
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,950
    
    
    
    1,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,378
    
    
    
    1,378Total revenues
    
    
    25,608
    
    
    
    872
    
    
    
    1,564
    
    
    
    1,085
    
    
    
    29,129
    
    
    
    19,949
    
    
    
    173
    
    
    
    929
    
    
    
    804
    
    
    
    21,855Operating Expenses:Student housing
leasing operations
    
    
    9,448
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,448
    
    
    
    8,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,308Student housing
food service
operations
    
    
    724
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    724
    
    
    
    796
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    796General and
administrative
    
    
    
    
    
    
    508
    
    
    
    1,176
    
    
    
    
    
    
    
    1,684
    
    
    
    
    
    
    
    439
    
    
    
    770
    
    
    
    
    
    
    
    1,209Intersegment
expenses
    
    
    865
    
    
    
    
    
    
    
    
    
    
    
    (865
    )
    
    
    
    
    
    
    574
    
    
    
    
    
    
    
    
    
    
    
    (574
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,950
    
    
    
    1,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,378
    
    
    
    1,378Total operating
expenses
    
    
    11,037
    
    
    
    508
    
    
    
    1,176
    
    
    
    1,085
    
    
    
    13,806
    
    
    
    9,678
    
    
    
    439
    
    
    
    770
    
    
    
    804
    
    
    
    11,691Net operating
income (loss)
    
    
    14,571
    
    
    
    364
    
    
    
    388
    
    
    
    
    
    
    
    15,323
    
    
    
    10,271
    
    
    
    (266
    )
    
    
    159
    
    
    
    
    
    
    
    10,164




---



##### Table of Contents



Three Months Ended June 30, 2006
    
    Three Months Ended June 30, 2005Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    
    
    
    
    
    
    Housing
    
    Consulting
    
    ManagementLeasing
    
    Services
    
    Services
    
    Adjustments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    Adjustments
    
    TotalNonoperating
expenses(1)
    
    
    16,201
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,201
    
    
    
    13,524
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,524Income (loss)
before equity in
earnings of
unconsolidated
entities, income
taxes and minority
interest
    
    
    (1,630
    )
    
    
    364
    
    
    
    388
    
    
    
    
    
    
    
    (878
    )
    
    
    (3,253
    )
    
    
    (266
    )
    
    
    159
    
    
    
    
    
    
    
    (3,360
    )Equity in earnings
of unconsolidated
entities
    
    
    
    
    
    
    142
    
    
    
    
    
    
    
    
    
    
    
    142
    
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    
    
    
    
    157Income (loss)
before taxes and
minority
interest(2)
    
    $
    (1,630
    )
    
    $
    506
    
    
    $
    388
    
    
    $
    
    
    
    $
    (736
    )
    
    $
    (3,253
    )
    
    $
    (109
    )
    
    $
    159
    
    
    $
    
    
    
    $
    (3,203
    )
 
 (1)
    
    Nonoperating expenses include interest expense, interest income
and 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 and minority interest to the
Trusts consolidated net income (loss) before income taxes and
minority interest: 2006
    
    
    2005Net income (loss) before taxes and minority interest for reportable segments
    
    $
    (736
    )
    
    $
    (3,203
    )Unallocated corporate amounts:Noncash compensation charge for PIUs and restricted stock
    
    
    (208
    )
    
    
    (220
    )Other corporate expenses
    
    
    (1,590
    )
    
    
    (1,077
    )Net loss before income taxes and minority interest
    
    $
    (2,534
    )
    
    $
    (4,500
    )
 7. Commitments and contingencies
 Business
Combinations.




---



##### Table of Contents



8. Acquisition of real estate investments
   PreliminaryallocationPlace PortfolioCurrent assets and restricted cash
    
    $
    2,376Student housing properties
    
    
    202,200Other
    
    
    570Total assets acquired
    
    
    205,146Current liabilities
    
    
    (855
    )Mortgage debt assumed net of
premium/discount
    
    
    (98,660
    )Acquisition costs
    
    
    (7,419
    )Purchase price
    
    $
    98,212
  PreliminaryallocationStatesboroCurrent assets and restricted cash
    
    $
    77Student housing properties
    
    
    12,702Other
    
    
    159Total assets acquired
    
    
    12,938Current liabilities
    
    
    (115
    )Mortgage debt assumed net of
premium/discount
    
    
    Acquisition costs
    
    
    (64
    )Purchase price
    
    $
    12,759




---



##### Table of Contents



Six Months Ended
    
    Six Months EndedJune 30, 2006
    
    June 30, 2005Pro forma revenue
    
    $
    60,097
    
    
    $
    57,141Pro forma net loss
    
    $
    (2,871
    )
    
    $
    (11,045
    )Loss per share
    
    $
    (.11
    )
    
    $
    (.42
    )
  9. Incentive plan
  Accounting for Stock Issued to Employees,




---



##### Table of Contents



RestrictedPIUs
    
    
    Stock
    
    
    TotalOutstanding at December 31, 2005
    
    
    245,000
    
    
    
    186,000
    
    
    
    431,000Granted
    
    
    12,500
    
    
    
    
    
    
    
    12,500Outstanding at March 31, 2006
    
    
    257,500
    
    
    
    186,000
    
    
    
    443,500Granted
    
    
    
    
    
    
    4,000
    
    
    
    4,000Redeemed
    
    
    (2,500
    )
    
    
    
    
    
    
    (2,500
    )Outstanding at June 30, 2006
    
    
    255,000
    
    
    
    190,000
    
    
    
    445,000Vested at June 30, 2006
    
    
    255,000
    
    
    
    60,883
    
    
    
    315,883
 10. Subsequent events
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The following discussion should be read in conjunction with the financial statements and notes
thereto appearing elsewhere in this Quarterly Report. Certain statements contained in this filing
are forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995, including but not limited to statements related to plans for future acquisitions, our
business and investment strategy, market trends and projected capital expenditures. When used in
this report, the words expect, anticipate, intend, plan, believe, seek, estimate,
would, could, should, and similar expressions are generally intended to identify
forward-looking statements. You should not place undue reliance on these forward-looking
statements, which reflect our opinions only as of the date of this Quarterly Report. We assume no
obligation to update or supplement forward-looking statements that become untrue because of
subsequent events. Forward-looking statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from future results expressed or implied by
such forward-looking statements. For further information about these and other factors that could
affect our future results, please see the Item 1A.  Risk Factors in our Annual Report on Form
10-K for the year ended December 31, 2005. Investors are cautioned that any forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those contemplated by such forward-looking statements.
   Overview




---



##### Table of Contents



Our Business Segments
  Student Housing Leasing
      Third-Party Management Services
  Third-Party Development Consulting Services




---



##### Table of Contents



Trends and Outlook
 Rents and Occupancy
  Integration Costs Related to the Acquisition of Additional Properties
  General and Administrative Costs
  Critical Accounting Policies
  Student Housing Leasing Revenue Recognition




---



##### Table of Contents



Student housing food service revenue
  Other leasing revenue
  Revenue and Cost Recognition of Third-Party Development Consulting Services
   Student Housing Property Acquisitions
 Business Combinations.
 Repairs and Maintenance
  Long Lived Assets  Impairment




---



##### Table of Contents



Results of Operations for the Six Months Ended June 30, 2006 and 2005
  Six Months Ended June 30, 2006
    
    Six Months Ended June 30, 2005(1)Third-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
    
    $
    43,901
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    43,901
    
    
    $
    32,687
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    32,687Student housing
food service
revenue
    
    
    1,775
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,775
    
    
    
    1,710
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1, 710Other leasing
revenue
    
    
    6,868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-party
development
consulting services
    
    
    
    
    
    
    1,427
    
    
    
    
    
    
    
    
    
    
    
    1,427
    
    
    
    
    
    
    
    182
    
    
    
    
    
    
    
    
    
    
    
    182Third-party
management revenue
    
    
    
    
    
    
    
    
    
    
    1,398
    
    
    
    
    
    
    
    1,398
    
    
    
    
    
    
    
    
    
    
    
    747
    
    
    
    
    
    
    
    747Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    1,783
    
    
    
    (1,783
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,053
    
    
    
    (1,053
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,745
    
    
    
    3,745
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    2,735Total revenues
    
    
    52,544
    
    
    
    1,427
    
    
    
    3,181
    
    
    
    1,962
    
    
    
    59,114
    
    
    
    34,397
    
    
    
    182
    
    
    
    1,800
    
    
    
    1,682
    
    
    
    38,061Operating Expenses:Student housing
leasing operations
    
    
    18,737
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,737
    
    
    
    13,736
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,736Student housing
food service
operations
    
    
    1,583
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,583
    
    
    
    1,571
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,571General and
administrative
    
    
    
    
    
    
    985
    
    
    
    2,271
    
    
    
    
    
    
    
    3,256
    
    
    
    
    
    
    
    720
    
    
    
    1,482
    
    
    
    
    
    
    
    2,202Intersegment
expenses
    
    
    1,783
    
    
    
    
    
    
    
    
    
    
    
    (1,783
    )
    
    
    
    
    
    
    1,053
    
    
    
    
    
    
    
    
    
    
    
    (1,053
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,745
    
    
    
    3,745
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    2,735Total operating
expenses
    
    
    22,103
    
    
    
    985
    
    
    
    2,271
    
    
    
    1,962
    
    
    
    27,321
    
    
    
    16,360
    
    
    
    720
    
    
    
    1,482
    
    
    
    1,682
    
    
    
    20,244Net operating
income (loss)
    
    
    30,441
    
    
    
    442
    
    
    
    910
    
    
    
    
    
    
    
    31,793
    
    
    
    18,037
    
    
    
    (538
    )
    
    
    318
    
    
    
    
    
    
    
    17,817Nonoperating
expenses(2)
    
    
    32,172
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,172
    
    
    
    23,673
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,673Income (loss)
before equity in
earnings of
unconsolidated
entities, income
taxes and minority
interest
    
    
    (1,731
    )
    
    
    442
    
    
    
    910
    
    
    
    
    
    
    
    (379
    )
    
    
    (5,636
    )
    
    
    (538
    )
    
    
    318
    
    
    
    
    
    
    
    (5,856
    )Equity in earnings
of unconsolidated
entities
    
    
    
    
    
    
    425
    
    
    
    
    
    
    
    
    
    
    
    425
    
    
    
    
    
    
    
    255
    
    
    
    
    
    
    
    
    
    
    
    225Income (loss)
before taxes and
minority interest(3)
    
    $
    (1,731
    )
    
    $
    867
    
    
    $
    910
    
    
    $
    
    
    
    $
    46
    
    
    $
    (5,636
    )
    
    $
    (283
    )
    
    $
    318
    
    
    $
    
    
    
    $
    (5,601
    )




---



##### Table of Contents



(1)
    
    The segment information presented for the six months ended June
30, 2005 represents the combined results of operations for
Education Realty Trust, Inc. (post Offering) and EDR Predecessor
(pre Offering).(2)
    
    Nonoperating expenses include interest expense, interest income
and exit fees on early payment of debt, amortization of deferred
financing costs, depreciation, and amortization of intangibles.(3)
    
    The following is a reconciliation of the reportable segments net
income (loss) before income taxes and minority interest to the
Trusts consolidated net income (loss) before income taxes and
minority interest: 2006
    
    
    2005Net income (loss) before taxes and minority interest for reportable segments
    
    $
    46
    
    
    $
    (5,601
    )Unallocated corporate amounts:Noncash compensation charge for PIUs and restricted stock
    
    
    (528
    )
    
    
    (4,375
    )Other corporate expenses
    
    
    (2,795
    )
    
    
    (1,336
    )Net loss before income taxes and minority interest
    
    $
    (3,277
    )
    
    $
    (11,312
    )
 Student housing leasing
  Six months
    
    Six monthsended
    
    endedJune 30, 2006
    
    June 30, 2005
    
    DifferenceOccupancyPhysical (1)
    
    
    92.2
    %
    
    
    90.4
    %
    
    
    1.8
    %Economic (2)
    
    
    93.4
    %
    
    
    91.6
    %
    
    
    1.8
    %NarPAB (3)
    
    $
    350
    
    
    $
    346
    
    
    $
    4Other income per avail. bed (4)
    
    $
    24
    
    
    $
    18
    
    
    $
    6RevPAB (5)
    
    $
    374
    
    
    $
    364
    
    
    $
    10Operating expense per bed (6)
    
    $
    160
    
    
    $
    152
    
    
    $
    8Operating margin
    
    
    57.2
    %
    
    
    58.4
    %
    
    
    (1.2
    )%Design Beds (7)
    
    
    117,630
    
    
    
    90,349
    
    
    
    27,281
 
 (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)
    
    Net apartment rent per available bed (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/application fees, late fees, termination fees, parking fees, transfer fees, damage recovery, utility recovery,
and other misc.(5)
    
    Revenue per available bed (RevPAB) 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.




---



##### Table of Contents



Third-party development consulting services
  Recognized EarningsProject
    
    Beds
    
    Fee Type
    
    2006
    
    2005
    
    DifferenceSlippery Rock University  Phase I
    
    
    1,390
    
    
    Development fee
    
    $
    791
    
    
    $
    78
    
    
    $
    713Indiana University of Pennsylvania
    
    
    734
    
    
    Development fee
    
    
    116
    
    
    
    
    
    
    
    116University of Michigan
    
    
    849
    
    
    Development fee
    
    
    399
    
    
    
    
    
    
    
    399Auraria Higher Education System
    
    
    685
    
    
    Development fee
    
    
    
    
    
    
    69
    
    
    
    (69
    )University of North Carolina  Greensboro
    
    
    600
    
    
    Construction oversight fee
    
    
    8
    
    
    
    
    
    
    
    8University of Louisville  Phase III
    
    
    359
    
    
    Construction oversight fee
    
    
    54
    
    
    
    
    
    
    
    54University of Alabama  Birmingham
    
    
    753
    
    
    Construction oversight fee
    
    
    59
    
    
    
    35
    
    
    
    24Third-party development consulting services
    
    
    
    
    
    
    
    $
    1,427
    
    
    $
    182
    
    
    $
    1,245California
University of Pennsylvania  Phase IV and V
    
    
    801
    
    
    Development fee
    
    $
    158
    
    
    $
    45
    
    
    $
    113University of North Carolina  Greensboro
    
    
    600
    
    
    Development fee
    
    
    19
    
    
    
    
    
    
    
    19Bloomsburg University
    
    
    407
    
    
    Development fee
    
    
    
    
    
    
    107
    
    
    
    (107
    )University of Louisville  Phase III
    
    
    359
    
    
    Development fee
    
    
    115
    
    
    
    
    
    
    
    115University of Alabama  Birmingham
    
    
    753
    
    
    Development fee
    
    
    133
    
    
    
    103
    
    
    
    30Equity in earnings of unconsolidated entities
    
    
    
    
    
    
    
    $
    425
    
    
    $
    255
    
    
    $
    170
    Third-party management services




---



##### Table of Contents



Nonoperating expenses
  Other corporate expenses
   Results of Operations for the Three Months Ended June 30, 2006 and 2005
  Three Months Ended June 30, 2006
    
    Three Months Ended June 30, 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
    
    $
    21,367
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    21,367
    
    
    $
    19,096
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    19,096Student housing
food service
revenue
    
    
    807
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    807
    
    
    
    853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    853Other leasing
revenue
    
    
    3,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-party
development
consulting services
    
    
    
    
    
    
    872
    
    
    
    
    
    
    
    
    
    
    
    872
    
    
    
    
    
    
    
    173
    
    
    
    
    
    
    
    
    
    
    
    173Third-party
management revenue
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    
    
    
    
    355
    
    
    
    
    
    
    
    355Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    865
    
    
    
    (865
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    574
    
    
    
    (574
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,950
    
    
    
    1,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,378
    
    
    
    1,378Total revenues
    
    
    25,608
    
    
    
    872
    
    
    
    1,564
    
    
    
    1,085
    
    
    
    29,129
    
    
    
    19,949
    
    
    
    173
    
    
    
    929
    
    
    
    804
    
    
    
    21,855Operating Expenses:Student housing
leasing operations
    
    
    9,448
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,448
    
    
    
    8,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,308Student housing
food service
operations
    
    
    724
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    724
    
    
    
    796
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    796General and
administrative
    
    
    
    
    
    
    508
    
    
    
    1,176
    
    
    
    
    
    
    
    1,684
    
    
    
    
    
    
    
    439
    
    
    
    770
    
    
    
    
    
    
    
    1,209Intersegment
expenses
    
    
    865
    
    
    
    
    
    
    
    
    
    
    
    (865
    )
    
    
    
    
    
    
    574
    
    
    
    
    
    
    
    
    
    
    
    (574
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,950
    
    
    
    1,950
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,378
    
    
    
    1,378Total operating
expenses
    
    
    11,037
    
    
    
    508
    
    
    
    1,176
    
    
    
    1,085
    
    
    
    13,806
    
    
    
    9,678
    
    
    
    439
    
    
    
    770
    
    
    
    804
    
    
    
    11,691Net operating
income (loss)
    
    
    14,571
    
    
    
    364
    
    
    
    388
    
    
    
    
    
    
    
    15,323
    
    
    
    10,271
    
    
    
    (266
    )
    
    
    159
    
    
    
    
    
    
    
    10,164Nonoperating
expenses(1)
    
    
    16,201
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,201
    
    
    
    13,524
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,524Income (loss)
before equity in
earnings of
unconsolidated
entities, income
taxes and minority
interest
    
    
    (1,630
    )
    
    
    364
    
    
    
    388
    
    
    
    
    
    
    
    (878
    )
    
    
    (3,253
    )
    
    
    (266
    )
    
    
    159
    
    
    
    
    
    
    
    (3,360
    )Equity in earnings
of unconsolidated
entities
    
    
    
    
    
    
    142
    
    
    
    
    
    
    
    
    
    
    
    142
    
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    
    
    
    
    157Income (loss)
before taxes and
minority interest (2)
    
    $
    (1,630
    )
    
    $
    506
    
    
    $
    388
    
    
    $
    
    
    
    $
    (736
    )
    
    $
    (3,253
    )
    
    $
    (109
    )
    
    $
    159
    
    
    $
    
    
    
    $
    (3,203
    )
 
 (1)
    
    Nonoperating expenses include interest expense, interest income
and 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 and minority interest to the
Trusts consolidated net income (loss) before income taxes and
minority interest: 2006
    
    
    2005Net income (loss) before taxes and minority interest for reportable segments
    
    $
    (736
    )
    
    $
    (3,203
    )Unallocated corporate amounts:Noncash compensation charge for PIUs and restricted stock
    
    
    (208
    )
    
    
    (220
    )Other corporate expenses
    
    
    (1,590
    )
    
    
    (1,077
    )Net loss before income taxes and minority interest
    
    $
    (2,534
    )
    
    $
    (4,500
    )




---



##### Table of Contents



Student housing leasing
  Three months
    
    Three monthsended
    
    endedJune 30, 2006
    
    June 30, 2005
    
    DifferenceOccupancyPhysical (1)
    
    
    89.8
    %
    
    
    89.1
    %
    
    
    0.7
    %Economic (2)
    
    
    91.7
    %
    
    
    90.5
    %
    
    
    1.2
    %NarPAB (3)
    
    $
    336
    
    
    $
    335
    
    
    $
    1Other income per avail. bed (4)
    
    $
    26
    
    
    $
    23
    
    
    $
    3RevPAB (5)
    
    $
    362
    
    
    $
    358
    
    
    $
    4Operating expense per bed (6)
    
    $
    160
    
    
    $
    155
    
    
    $
    5Operating margin
    
    
    55.6
    %
    
    
    56.5
    %
    
    
    (0.9
    )%Design Beds (7)
    
    
    59,127
    
    
    
    53,679
    
    
    
    5,448
 
 (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)
    
    Net apartment rent per available bed (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/application fees, late fees, termination
fees, parking fees, transfer fees, damage recovery, utility recovery, and other misc.(5)
    
    Revenue per available bed (RevPAB) 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.




---



##### Table of Contents



Third-party development consulting services
    Third-party management services
   Nonoperating expenses
  Other corporate expense
  Funds from Operations




---



##### Table of Contents



Three Months Ended June 30,
    
    
    Six Months Ended June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net loss
    
    $
    (2,514
    )
    
    $
    (4,060
    )
    
    $
    (3,294
    )
    
    $
    (10,375
    )Plus student housing property
depreciation and amortization of lease
intangibles
    
    
    8,999
    
    
    
    9,317
    
    
    
    18,068
    
    
    
    15,019Plus minority interest expense/(benefit)
    
    
    (206
    )
    
    
    (336
    )
    
    
    (65
    )
    
    
    (767
    )Funds from operations
    
    $
    6,279
    
    
    $
    4,921
    
    
    $
    14,709
    
    
    $
    3,877
 Liquidity and Capital Resources
 Revolving Credit Facility and Other Short Term Loans
       Liquidity outlook and capital requirements




---



##### Table of Contents



Predevelopment expenditures
  Long-Term Indebtedness
  Fiscal Year Ending2006 (6 months ended December 31, 2006)
    
    $
    1,9622007
    
    
    61,2222008
    
    
    27,6062009
    
    
    282,6312010
    
    
    8882011
    
    
    947Thereafter
    
    
    48,102Total
    
    
    423,358Unamortized debt premium
    
    
    2,601Outstanding at June 30, 2006, net of unamortized premium
    
    $
    425,959




---



##### Table of Contents



Distributions
   Off-Balance Sheet Arrangements
  Inflation
  Recent Developments
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.




---



##### Table of Contents



Item 4. Controls and Procedures.
 Managements Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  
 PART II
 OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  Proposal 1:
  VotesFor
    
    WithheldPaul O. Bower
    
    
    20,776,180
    
    
    
    313,856Monte J. Barrow
    
    
    20,977,760
    
    
    
    112,276William J. Cahill, III
    
    
    20,978,460
    
    
    
    111,576Randall L. Churchey
    
    
    20,977,760
    
    
    
    112,276John L. Ford
    
    
    20,976,910
    
    
    
    113,126




---



##### Table of Contents



Proposal 2:
  For
    
    Against
    
    Abstain

Broker non-vote21,054,387
    
    31,699
    
    3,950

0
 
 Item 5. Other Information.
  
 Item 6. Exhibits.




---



##### Table of Contents



Table of Contents
 
 SIGNATURES
  EDUCATION REALTY TRUST, INC.Date: August 10, 2006
    
    /s/ Paul O. BowerPaul O. BowerPresident, Chief Executive Officer and Chairman ofthe Board of Directors(Principal Executive Officer)Date: August 10, 2006
    
    /s/ Randall H. BrownRandall H. BrownExecutive Vice President, Chief Financial Officer,Treasurer and Secretary(Principal Financial Officer)Date: August 10, 2006
    
    /s/ J. Drew KoesterJ. Drew KoesterVice President and Chief Accounting Officer(Principal Accounting Officer)




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##### Table of Contents



Table of Contents
 
 EXHIBIT INDEX
 3.1
    
    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
    
    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
Registrants Current Report on Form 8-K dated April 6, 2006
and incorporated herein by reference).10.2
    
    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 Registrants Current
Report on Form 8-K dated April 6, 2006 and incorporated
herein by reference).10.3
    
    Incentive Compensation Plan for Executive Officers (filed as
exhibit 10.1 to the Registrants Current Report on Form 8-K
dated May 30, 2006 and incorporated herein by reference).Exhibit 31.1
    
    Certification of Principal Executive Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act, as amended.Exhibit 31.2
    
    Certification of Principal Financial Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act, as amended.Exhibit 32.1*
    
    Section 906 Certification of Chief Executive OfficerExhibit 32.2*
    
    Section 906 Certification of Chief Financial Officer
 
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    In accordance with Release No. 34-47986, this Exhibit is hereby
furnished to the SEC as an accompanying document and is not deemed
filed for purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that Section, nor
shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933.