##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 [Mark One]
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-32417
 Education Realty Trust, Inc.
  Maryland
(State or other jurisdiction of incorporation or organization)
    
    20-1869228
(I.R.S. Employer Identification No.)
 530 Oak Court Drive, Suite 300, Memphis Tennessee 38117
 Registrants telephone number, including area code: (901) 259-2500
 þ o
 o þ




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##### Table of Contents



EDUCATION REALTY TRUST, INC.
 FORM
10-Q
 TABLE OF CONTENTS
 PagePART
IFINANCIAL INFORMATIONItem 1. Financial Statements.
    
    
    1Condensed Consolidated Balance Sheets of Education Realty Trust, Inc. as of as
of June 30, 2005 (unaudited) and December 31, 2004 and Combined Balance Sheet
of Education Realty Trust Predecessor as of December 31, 2004
    
    
    1Condensed Consolidated and Combined Statements of Operations of Education Realty
Trust, Inc. for the period January 1, 2005 to January 30, 2005 and for the
period January 31, 2005 through June 30, 2005 and for the Education Realty
Trust Predecessor for the period January 1, 2005 through January 30, 2005 and
for the six months ended June 30, 2004 (all unaudited)
    
    
    2Condensed Consolidated and Combined Statements of Operations of Education Realty
Trust, Inc. for the three months ended June 30, 2005 and for the Education
Realty Trust Predecessor for the three months ended June 30, 2004 (all
unaudited)
    
    
    3Condensed Consolidated and Combined Statements of Cash Flows of Education Realty
Trust, Inc. for the period January 1, 2005 through January 30, 2005 and for
the period January 31, 2005 through June 30, 2005 and for the Education Realty
Trust Predecessor for the period January 1, 2005 through January 30, 2005 and
for the six months ended June 30, 2004 (all unaudited)
    
    
    4Notes to Condensed Consolidated and Combined Financial Statements (unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26PART
IIOTHER INFORMATIONItem 1.Legal Proceedings
    
    
    27Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3.Defaults Upon Senior Securities
    
    
    27Item 4.Submission of Matters to a Vote of Security Holders
    
    
    27Item 5.Other Information
    
    
    27Item 6.Exhibits
    
    
    27Signatures
    
    
    28EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO AND CFO




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 EDUCATION REALTY TRUST, INC. AND
SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR
 
 CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
 June 30, 2005
    
    December 31, 2004Consolidated
    
    Consolidated
    
    CombinedEducation Realty
    
    Education Realty
    
    Education RealtyTrust, Inc.
    
    Trust, Inc.
    
    Trust Predecessor(unaudited)AssetsStudent housing properties, net
    
    $
    615,930
    
    
    $
    
    
    
    $
    83,785Corporate office furniture, net
    
    
    970
    
    
    
    
    
    
    
    Cash and cash equivalents
    
    
    22,039
    
    
    
    1
    
    
    
    2,883Restricted cash and short-term investments
    
    
    6,791
    
    
    
    
    
    
    
    1,102Student contracts receivable, net
    
    
    671
    
    
    
    
    
    
    
    87Management fee receivable from third party, net
    
    
    161
    
    
    
    
    
    
    
    161Goodwill and other intangibles
    
    
    4,616
    
    
    
    
    
    
    
    Other assets
    
    
    8,720
    
    
    
    3,790
    
    
    
    856Total assets
    
    $
    659,898
    
    
    $
    3,791
    
    
    $
    88,874Liabilities and stockholders and predecessor
owners equityLiabilitiesMortgage loans, net of premium/discount
    
    $
    329,314
    
    
    $
    
    
    
    $
    81,111Revolving line of credit
    
    
    
    
    
    
    497
    
    
    
    Note payable to affiliate
    
    
    
    
    
    
    
    
    
    
    485Accounts payable and accrued expenses
    
    
    10,059
    
    
    
    
    
    
    
    1,642Accounts payable affiliate
    
    
    621
    
    
    
    3,515
    
    
    
    799Deferred revenue
    
    
    7,683
    
    
    
    
    
    
    
    3,048Total liabilities
    
    
    347,677
    
    
    
    4,012
    
    
    
    87,085Minority interest
    
    
    29,298
    
    
    
    
    
    
    
    Commitments and contingencies
    
    
    
    
    
    
    
    
    
    
    Stockholders and predecessor owners equity:Common
stock, $0.01 par value, 200,000,000 shares
authorized, 21,868,217 shares issued and
outstanding as of June 30, 2005
    
    
    219
    
    
    
    
    
    
    
    Preferred shares, $0.01 par value, 50,000,000
shares authorized, no shares issued and
outstanding
    
    
    
    
    
    
    
    
    
    
    Unearned deferred compensation
    
    
    (2,660
    )
    
    
    
    
    
    
    Additional paid in capital
    
    
    301,583
    
    
    
    1
    
    
    
    Loan to unitholder
    
    
    (5,996
    )
    
    
    
    
    
    
    Warrants
    
    
    375
    
    
    
    
    
    
    
    Accumulated deficit
    
    
    (10,598
    )
    
    
    (222
    )
    
    
    Predecessor owners equity
    
    
    
    
    
    
    
    
    
    
    1,789Total stockholders and predecessor owners equity
    
    
    282,923
    
    
    
    (221
    )
    
    
    1,789Total liabilities and stockholders and
predecessor owners equity
    
    $
    659,898
    
    
    $
    3,791
    
    
    $
    88,874
 See accompanying notes to the condensed consolidated and combined financial statements.
 1




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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
 Education Realty
    
    Education Realty
    
    Education Realty
    
    Education RealtyTrust, Inc.
    
    Trust, Inc.
    
    Trust Predecessor
    
    Trust PredecessorConsolidated
    
    Consolidated
    
    Combined
    
    CombinedJanuary 31 to
    
    January 1 to
    
    January 1 to
    
    Six months endedJune 30, 2005
    
    January 30, 2005
    
    January 30, 2005
    
    June 30, 2004Revenues:Student housing leasing
revenue
    
    $
    32,625
    
    
    $
    
    
    
    $
    1,772
    
    
    $
    10,675Third-party development
services
    
    
    182
    
    
    
    
    
    
    
    
    
    
    
    370Third-party management
services
    
    
    644
    
    
    
    
    
    
    
    103
    
    
    
    615Operating expense
reimbursements
    
    
    2,064
    
    
    
    
    
    
    
    671
    
    
    
    2,446Total revenues
    
    
    35,515
    
    
    
    
    
    
    
    2,546
    
    
    
    14,106Operating expenses:Student housing leasing
operations
    
    
    15,654
    
    
    
    
    
    
    
    779
    
    
    
    4,887General and administrative
    
    
    6,441
    
    
    
    10
    
    
    
    367
    
    
    
    1,810Depreciation and
amortization
    
    
    15,151
    
    
    
    
    
    
    
    260
    
    
    
    1,546Reimbursable operating
expenses
    
    
    2,064
    
    
    
    
    
    
    
    671
    
    
    
    2,446Total operating
expenses
    
    
    39,310
    
    
    
    10
    
    
    
    2,077
    
    
    
    10,689Operating income (loss)
    
    
    (3,795
    )
    
    
    (10
    )
    
    
    469
    
    
    
    3,417Nonoperating expenses:Interest
    
    
    6,805
    
    
    
    
    
    
    
    479
    
    
    
    2,804Exit fees on early
repayment of mortgages
    
    
    1,084
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred
financing costs
    
    
    330
    
    
    
    
    
    
    
    
    
    
    
    81Interest income
    
    
    (484
    )
    
    
    
    
    
    
    
    
    
    
    Total nonoperating
expenses
    
    
    7,735
    
    
    
    
    
    
    
    479
    
    
    
    2,885Income (loss) before
equity in earnings of
unconsolidated entities,
income taxes and minority
interest
    
    
    (11,530
    )
    
    
    (10
    )
    
    
    (10
    )
    
    
    532Equity in earnings of
unconsolidated entities
    
    
    228
    
    
    
    
    
    
    
    27
    
    
    
    796Income (loss) before
income taxes and minority
interest
    
    
    (11,302
    )
    
    
    (10
    )
    
    
    17
    
    
    
    1,328Income
tax benefit
    
    
    (170
    )
    
    
    
    
    
    
    
    
    
    
    Net income (loss) before
minority interest
    
    
    (11,132
    )
    
    
    (10
    )
    
    
    17
    
    
    
    1,328Minority interest
    
    
    (767
    )
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (10,365
    )
    
    $
    (10
    )
    
    $
    17
    
    
    $
    1,328Earnings per share
information:Loss per
share  basic and
diluted
    
    $
    (0.47
    )Weighted average common
shares outstandingbasic
and diluted
    
    
    21,859,108
 See accompanying notes to the condensed consolidated and combined financial statements.
 2




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EDUCATION REALTY TRUST, INC. AND
SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR
 
 CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
 Education Realty
    
    Education RealtyTrust, Inc.
    
    Trust PredecessorConsolidated
    
    CombinedThree months ended
    
    Three months endedJune 30, 2005
    
    June 30, 2004Revenues:Student housing leasing revenue
    
    $
    19,949
    
    
    $
    4,955Third-party development services
    
    
    173
    
    
    
    2Third-party management services
    
    
    355
    
    
    
    279Operating expense reimbursements
    
    
    1,378
    
    
    
    1,179Total revenues
    
    
    21,855
    
    
    
    6,415Operating expenses:Student housing leasing operations
    
    
    9,823
    
    
    
    2,383General and administrative
    
    
    1,682
    
    
    
    914Depreciation and amortization
    
    
    9,392
    
    
    
    773Reimbursable operating expenses
    
    
    1,378
    
    
    
    1,179Total operating expenses
    
    
    22,275
    
    
    
    5,249Operating income (loss)
    
    
    (420
    )
    
    
    1,166Nonoperating expenses:Interest
    
    
    4,228
    
    
    
    1,400Amortization of deferred financing costs
    
    
    214
    
    
    
    41Interest income
    
    
    (205
    )
    
    
    Total nonoperating expenses
    
    
    4,237
    
    
    
    1,441Income (loss) before equity in earnings of unconsolidated
entities, income taxes and minority interest
    
    
    (4,657
    )
    
    
    (275
    )Equity in earnings of unconsolidated entities
    
    
    157
    
    
    
    374Income (loss) before income taxes and minority interest
    
    
    (4,500
    )
    
    
    99Income
tax benefit
    
    
    (104
    )
    
    
    Net income (loss) before minority interest
    
    
    (4,396
    )
    
    
    99Minority interest
    
    
    (336
    )
    
    
    Net income (loss)
    
    $
    (4,060
    )
    
    $
    99Earnings per share information:Loss per
share  basic and diluted
    
    $
    (0.19
    )Weighted
average common shares outstandingbasic and diluted
    
    
    21,862,719
 See accompanying notes to the condensed consolidated and combined financial statements.
 3




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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND
SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR
 
 CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
 Education Realty
    
    Education Realty
    
    Education Realty
    
    Education RealtyTrust, Inc.
    
    Trust, Inc.
    
    Trust Predecessor
    
    Trust PredecessorConsolidated
    
    Consolidated
    
    Combined
    
    CombinedJanuary 31 to
    
    January 1 to
    
    January 1 to
    
    Six months endedJune 30, 2005
    
    January 30, 2005
    
    January 30, 2005
    
    June 30, 2004Operating activities:Net income (loss)
    
    $
    (10,365
    )
    
    $
    (10
    )
    
    $
    17
    
    
    $
    1,328Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activitiesDepreciation and amortization
    
    
    15,151
    
    
    
    
    
    
    
    246
    
    
    
    1,546Amortization of deferred
financing costs
    
    
    330
    
    
    
    
    
    
    
    14
    
    
    
    81Amortization of unamortized
debt premiums/discounts
    
    
    (63
    )
    
    
    
    
    
    
    
    
    
    
    Distributions from
unconsolidated entities
    
    
    564
    
    
    
    
    
    
    
    
    
    
    
    311Noncash compensation
expense related to PIUs
and restricted stock
    
    
    4,374
    
    
    
    
    
    
    
    
    
    
    
    Equity in earnings of
unconsolidated entities
    
    
    (228
    )
    
    
    
    
    
    
    (27
    )
    
    
    (796
    )Minority interest
    
    
    (767
    )
    
    
    
    
    
    
    
    
    
    
    Change in operating assets
and liabilities (net of
acquisitions)
    
    
    (1,323
    )
    
    
    10
    
    
    
    (2,442
    )
    
    
    (1,551
    )Net cash provided by (used in)
operating activities
    
    
    7,673
    
    
    
    
    
    
    
    (2,192
    )
    
    
    919Investing activities:Property acquisitions, net of
cash acquired
    
    
    (174,951
    )
    
    
    
    
    
    
    (25
    )
    
    
    Earnest money required for
letters of intent
    
    
    (202
    )
    
    
    
    
    
    
    
    
    
    
    Purchase of corporate furniture
and fixtures
    
    
    (904
    )
    
    
    
    
    
    
    
    
    
    
    Restricted cash
    
    
    (1,769
    )
    
    
    
    
    
    
    
    
    
    
    Investment in student housing
properties
    
    
    (767
    )
    
    
    
    
    
    
    
    
    
    
    (190
    )Net cash used in investing
activities
    
    
    (178,593
    )
    
    
    
    
    
    
    (25
    )
    
    
    (190
    )Financing activitiesPayment of mortgage notes
    
    
    (115,102
    )
    
    
    
    
    
    
    (98
    )
    
    
    (570
    )Deferred financing costs
    
    
    (3,050
    )
    
    
    
    
    
    
    
    
    
    
    Repayment of line of credit
    
    
    (502
    )
    
    
    
    
    
    
    
    
    
    
    Loan to unitholder
    
    
    (5,996
    )
    
    
    
    
    
    
    
    
    
    
    Proceeds from offering
    
    
    349,600
    
    
    
    
    
    
    
    
    
    
    
    Payment of Offering costs
    
    
    (26,963
    )
    
    
    
    
    
    
    
    
    
    
    Dividends and distributions paid
    
    
    (4,544
    )
    
    
    
    
    
    
    
    
    
    
    Distributions to owners, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (930
    )Repayment of notes payable
affiliate
    
    
    (485
    )
    
    
    
    
    
    
    
    
    
    
    42Equity Contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41Net cash provided by (used in)
financing activities
    
    
    192,958
    
    
    
    
    
    
    
    (98
    )
    
    
    (1,417
    )Net increase (decrease) in cash
and cash equivalents
    
    
    22,038
    
    
    
    
    
    
    
    (2,315
    )
    
    
    (688
    )Cash and cash equivalents,
beginning of period
    
    
    1
    
    
    
    1
    
    
    
    2,883
    
    
    
    2,476Cash and cash equivalents, end of
period
    
    $
    22,039
    
    
    $
    1
    
    
    $
    568
    
    
    $
    1,788Supplemental disclosure of cash
flow information:Interest paid
    
    $
    7,001
    
    
    
    
    
    
    $
    471
    
    
    $
    2,916Supplemental disclosure of noncash
activities:Prepaid Offering costs charged
against equity
    
    $
    2,218Units issued in the Formation
Transactions
    
    
    26,340Warrants issued in the Formation
Transactions
    
    
    375Debt assumed in property
acquisitions net of
premium/discount
    
    
    444,955
 See accompanying notes to the condensed consolidated and combined financial statements.
 4




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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
    2. The offering and formation transactions
   3. Summary of significant accounting policies
 Basis of presentation
  5




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Reclassifications
  Interim financial information
  Use of estimates
  Student housing properties
  Business Combinations,
 Accounting for the Impairment and Disposal of Long-lived Assets.
 Investment in unconsolidated joint ventures and limited liability companies
  6




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##### Table of Contents



Deferred financing costs
  Offering costs
  Debt premiums/discounts
  Income taxes
    Earnings per share
 Earnings Per Share
 Operating Partnership units
    
    
    1,376University Towers Operating Partnership units
    
    
    270Restricted Stock
    
    
    184Profits Interest Units
    
    
    243Total potentially dilutive securities
    
    
    2,073
 Recent accounting pronouncements
 Share
Based Payment
 7




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##### Table of Contents



Exchange of Nonmonetary Assets Accounting for Nonmonetary Transactions
 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 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
  Six Months Ended June 30,2005
    
    2004Results of Operations:Revenues
    
    $
    474
    
    
    $
    1,792Net income
    
    
    466
    
    
    
    1,731Equity in earnings of unconsolidated entities
    
    $
    255
    
    
    $
    796
 5. Notes payable and credit facility
   8




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6. Mortgage debt
    Fiscal Year Ending2005 (six months ended December 31,)
    
    $
    6872006
    
    
    2,9302007
    
    
    61,2332008
    
    
    27,6182009
    
    
    183,7472010
    
    
    888Thereafter
    
    
    49,048Total
    
    
    326,151Unamortized debt premium
    
    
    3,163Outstanding at June 30, 2005, net of unamortized premium
    
    $
    329,314
  9




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##### Table of Contents



7. Segments
  Six Months Ended June 30, 2005(1)
    
    Six Months Ended June 30, 2004Third-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
    
    $
    34,397
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    34,397
    
    
    $
    10,675
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    10,675Third-party
development
consulting services
    
    
    
    
    
    
    182
    
    
    
    
    
    
    
    
    
    
    
    182
    
    
    
    
    
    
    
    370
    
    
    
    
    
    
    
    
    
    
    
    370Third-party
management revenue
    
    
    
    
    
    
    
    
    
    
    747
    
    
    
    
    
    
    
    747
    
    
    
    
    
    
    
    
    
    
    
    615
    
    
    
    
    
    
    
    615Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    496
    
    
    
    (496
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    2,735
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,446
    
    
    
    2,446Total revenues
    
    
    34,397
    
    
    
    182
    
    
    
    747
    
    
    
    2,735
    
    
    
    38,061
    
    
    
    10,675
    
    
    
    370
    
    
    
    1,111
    
    
    
    1,950
    
    
    
    14,106Operating
expenses:Student housing
leasing operations
    
    
    16,433
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,433
    
    
    
    4,887
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,887General and
administrative
    
    
    
    
    
    
    720
    
    
    
    356
    
    
    
    
    
    
    
    1,076
    
    
    
    
    
    
    
    530
    
    
    
    984
    
    
    
    
    
    
    
    1,514Intersegment
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    496
    
    
    
    
    
    
    
    
    
    
    
    (496
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    2,735
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,446
    
    
    
    2,446Total operating expenses
    
    
    16,433
    
    
    
    720
    
    
    
    356
    
    
    
    2,735
    
    
    
    20,244
    
    
    
    5,383
    
    
    
    530
    
    
    
    984
    
    
    
    1,950
    
    
    
    8,847Net operating income
(loss)
    
    
    17,964
    
    
    
    (538
    )
    
    
    391
    
    
    
    
    
    
    
    17,817
    
    
    
    5,292
    
    
    
    (160
    )
    
    
    127
    
    
    
    
    
    
    
    5,259Nonoperating
expenses(2)
    
    
    23,672
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,672
    
    
    
    4,431
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,431Income (loss) before
equity in earnings of
unconsolidated
entities, income taxes
and minority interest
    
    
    (5,708
    )
    
    
    (538
    )
    
    
    391
    
    
    
    
    
    
    
    (5,855
    )
    
    
    861
    
    
    
    (160
    )
    
    
    127
    
    
    
    
    
    
    
    828Equity in earnings of
unconsolidated entities
    
    
    
    
    
    
    255
    
    
    
    
    
    
    
    
    
    
    
    255
    
    
    
    
    
    
    
    796
    
    
    
    
    
    
    
    
    
    
    
    796Income (loss) before
taxes and minority
interest(4)
    
    $
    (5,708
    )
    
    $
    (283
    )
    
    $
    391
    
    
    $
    
    
    
    $
    (5,600
    )
    
    $
    861
    
    
    $
    636
    
    
    $
    127
    
    
    $
    
    
    
    $
    1,624Total segment assets(3)
    
    $
    639,159
    
    
    $
    2,360
    
    
    $
    5,714
    
    
    $
    
    
    
    $
    647,233
    
    
    $
    89,403
    
    
    $
    207
    
    
    $
    676
    
    
    $
    
    
    
    $
    90,286
 
 (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 changes in segment assets at June 30, 2005, from that presented in
the Trusts Annual Report at December 31, 2004 and that
presented above at June 30, 2004 for the EDR
Predecessor include acquisitions of real estate assets in connection with the Formation
Transactions and real estate acquisitions subsequent to the Offering as described in Note 2
and Note 9.(4)
    
    The following is a reconciliation of the reportable segments net income (loss) before taxes
and minority interest to the Trusts consolidated net income (loss) before taxes and minority
interest: 2005
    
    2004Net income (loss) before taxes and minority interest for reportable segments
    
    $
    (5,600
    )
    
    $
    1,624Unallocated corporate amounts:Noncash compensation charge for PIUs and restricted stock
    
    
    (4,375
    )
    
    
    Other corporate expenses
    
    
    (1,320
    )
    
    
    (296
    )Net income (loss) before taxes and minority interest
    
    $
    (11,295
    )
    
    $
    1,328
 10




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##### Table of Contents



Three Months Ended June 30, 2005
    
    Three Months Ended June 30, 2004Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    
    
    
    
    
    
    
    
    Housing
    
    Consulting
    
    ManagementLeasing
    
    Services
    
    Services
    
    Adjustments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    Adjustments
    
    TotalRevenue:Student housing leasing
revenue
    
    $
    19,949
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    19,949
    
    
    $
    4,955
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,955Third-party development
consulting services
    
    
    
    
    
    
    173
    
    
    
    
    
    
    
    
    
    
    
    173
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Third-party management
revenue
    
    
    
    
    
    
    
    
    
    
    355
    
    
    
    
    
    
    
    355
    
    
    
    
    
    
    
    
    
    
    
    279
    
    
    
    
    
    
    
    279Intersegment revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236
    
    
    
    (236
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,378
    
    
    
    1,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,179
    
    
    
    1,179Total revenues
    
    
    19,949
    
    
    
    173
    
    
    
    355
    
    
    
    1,378
    
    
    
    21,855
    
    
    
    4,955
    
    
    
    2
    
    
    
    515
    
    
    
    943
    
    
    
    6,415Operating
expenses:Student housing leasing
operations
    
    
    9,823
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,823
    
    
    
    2,383
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,383General and
administrative
    
    
    
    
    
    
    473
    
    
    
    180
    
    
    
    
    
    
    
    653
    
    
    
    
    
    
    
    268
    
    
    
    498
    
    
    
    
    
    
    
    766Intersegment expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236
    
    
    
    
    
    
    
    
    
    
    
    (236
    )
    
    
    Reimbursable operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,378
    
    
    
    1,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,179
    
    
    
    1,179Total operating expenses
    
    
    9,823
    
    
    
    473
    
    
    
    180
    
    
    
    1,378
    
    
    
    11,854
    
    
    
    2,619
    
    
    
    268
    
    
    
    498
    
    
    
    943
    
    
    
    4,328Net operating income
(loss)
    
    
    10,126
    
    
    
    (300
    )
    
    
    175
    
    
    
    
    
    
    
    10,001
    
    
    
    2,336
    
    
    
    (266
    )
    
    
    17
    
    
    
    
    
    
    
    2,087Nonoperating
expenses(2)
    
    
    13,524
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,524
    
    
    
    2,214
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,214Income (loss) before
equity in earnings of
unconsolidated
entities, income taxes
and minority interest
    
    
    (3,398
    )
    
    
    (300
    )
    
    
    175
    
    
    
    
    
    
    
    (3,523
    )
    
    
    122
    
    
    
    (266
    )
    
    
    17
    
    
    
    
    
    
    
    (127
    )Equity in earnings of
unconsolidated entities
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    374
    
    
    
    
    
    
    
    
    
    
    
    374Income (loss) before
taxes and minority
interest(2)
    
    $
    (3,398
    )
    
    $
    (143
    )
    
    $
    175
    
    
    $
    
    
    
    $
    (3,366
    )
    
    $
    122
    
    
    $
    108
    
    
    $
    17
    
    
    $
    
    
    
    $
    247
 
 (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 taxes
and minority interest to the Trusts consolidated net income (loss) before taxes and minority
interest: 2005
    
    2004Net income (loss) before taxes and minority interest for reportable segments
    
    $
    (3,366
    )
    
    $
    247Unallocated corporate amounts:Noncash compensation charge for PIUs and restricted stock
    
    
    (220
    )
    
    
    Other corporate expenses
    
    
    (914
    )
    
    
    (148
    )Net income (loss) before taxes and minority interest
    
    $
    (4,500
    )
    
    $
    99
 11




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##### Table of Contents



8. Commitments and contingencies
     12




---



##### Table of Contents



9. Acquisition of real estate investments
  EDR Predecessor
    
    JPI PortfolioCurrent assets
    
    $
    5,757
    
    
    $
    3,093Student housing properties
    
    
    117,516
    
    
    
    403,335Goodwill and other intangibles
    
    
    4,404
    
    
    
    3,563Carryover basis at historical cost
    
    
    17,382
    
    
    
    Other
    
    
    213
    
    
    
    719Total assets acquired
    
    $
    145,272
    
    
    $
    410,710Current liabilities
    
    
    (6,206
    )
    
    
    (4,616
    )Mortgage debt assumed
    
    
    (83,099
    )
    
    
    (310,448
    )Acquisition costs
    
    
    (1,451
    )
    
    
    (7,530
    )Purchase price
    
    $
    54,516
    
    
    $
    88,116
  Preliminary allocation student housing acquisitionsCurrent assets
    
    $
    791Student housing properties
    
    
    104,960Goodwill and other intangibles
    
    
    1,072Other
    
    
    443Total assets acquired
    
    
    107,266Current liabilities
    
    
    (1,714
    )Mortgage debt assumed
    
    
    (51,408
    )Acquisition costs
    
    
    (734
    )Purchase price
    
    $
    53,410
  13




---



##### Table of Contents



Six Months Ended June 30,2005
    
    2004Pro forma revenue
    
    $
    48,330
    
    
    $
    46,587Pro forma net loss
    
    
    (11,539
    )
    
    
    (2,867
    )Loss per share
    
    $
    (0.53
    )
  10. Incentive plan
    14




---



##### Table of Contents



11. 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 Business  Risk Factors section of our Annual Report on
Form 10-K for the year ended December 31, 2004. 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.
 We were formed to continue and expand upon the student housing business of Allen & OHara,
Inc. and its affiliates (the Predecessor), which commenced in 1964. We commenced operations upon
the completion of our initial public offering (the Offering) and formation transactions, (the
Formation Transactions which occurred on January 31, 2005 (the Closing Date). Substantially all
of our assets are held by, and we conduct substantially all of our activities through, Education
Realty Operating Partnership, LP, (our Operating Partnership), Allen & OHara Education Services,
Inc., (our Management Company) and Allen & OHara Development Company, LLC, (our Development
Company), each of which are direct or indirect subsidiaries of us.
 The historical operations prior to the Closing Date that are described in this report refer to
the operations of the Predecessor. We have described our operations in this report as if the
historical operations of the Predecessor were conducted by us. As a result, our results of
operations for the three and six months ended June 30, 2005 are not comparable to our results of
operations for the three and six months ended June 30, 2004. Where appropriate, the following
discussion includes an analysis of the completion of our initial public offering and certain
matters that have occurred following the completion of our initial public offering.
 Overview
  15




---



##### Table of Contents



Our Business Segments
  Student Housing Leasing
      16




---



##### Table of Contents



Third-Party Management Services
  Third-Party Development Consulting Services
    Trends and Outlook
 Rents and Occupancy
  Integration Costs Related to the Acquisition of Additional Properties
  General and Administrative Costs
  17




---



##### Table of Contents



Critical Accounting Policies
  Student Housing Leasing Revenue Recognition
   Revenue and Cost Recognition of Third-Party Development Consulting Services
  18




---



##### Table of Contents



Student Housing Property Acquisitions
 Business Combinations.
 Repairs and Maintenance
  Long Lived Assets  Impairment
  Results of Operations for the Six Months Ended June 30, 2005 and 2004
  Six Months Ended June 30, 2005
    
    Six Months Ended June 30, 2004Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    
    
    
    
    
    
    
    
    Housing
    
    Consulting
    
    Management(in thousands)
    
    Leasing
    
    Services
    
    Services
    
    Adjustments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    Adjustments
    
    TotalRevenue:Student housing
leasing revenue
    
    $
    34,397
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    34,397
    
    
    $
    10,675
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    10,675Third-party
development
consulting
services
    
    
    
    
    
    
    182
    
    
    
    
    
    
    
    
    
    
    
    182
    
    
    
    
    
    
    
    370
    
    
    
    
    
    
    
    
    
    
    
    370Third-party
management
revenue
    
    
    
    
    
    
    
    
    
    
    747
    
    
    
    
    
    
    
    747
    
    
    
    
    
    
    
    
    
    
    
    615
    
    
    
    
    
    
    
    615Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    496
    
    
    
    (496
    )
    
    
    Operating
expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    2,735
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,446
    
    
    
    2,446Total revenues
    
    
    34,397
    
    
    
    182
    
    
    
    747
    
    
    
    2,735
    
    
    
    38,061
    
    
    
    10,675
    
    
    
    370
    
    
    
    1,111
    
    
    
    1,950
    
    
    
    14,106Operating
expenses:Student housing
leasing
operations
    
    
    16,433
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,433
    
    
    
    4,887
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,887General and
administrative
    
    
    
    
    
    
    720
    
    
    
    356
    
    
    
    
    
    
    
    1,076
    
    
    
    
    
    
    
    530
    
    
    
    984
    
    
    
    
    
    
    
    1,514Intersegment
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    496
    
    
    
    
    
    
    
    
    
    
    
    (496
    )
    
    
    Reimbursable
operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,735
    
    
    
    2,735
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,446
    
    
    
    2,446Total operating
expenses
    
    
    16,433
    
    
    
    720
    
    
    
    356
    
    
    
    2,735
    
    
    
    20,244
    
    
    
    5,383
    
    
    
    530
    
    
    
    984
    
    
    
    1,950
    
    
    
    8,847Net operating
income (loss)
    
    
    17,964
    
    
    
    (538
    )
    
    
    391
    
    
    
    
    
    
    
    17,817
    
    
    
    5,292
    
    
    
    (160
    )
    
    
    127
    
    
    
    
    
    
    
    5,259Nonoperating
expenses
    
    
    23,672
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,672
    
    
    
    4,431
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,431Income (loss)
before equity in
earnings of
unconsolidated
entities, income
taxes and
minority interest
    
    
    (5,708
    )
    
    
    (538
    )
    
    
    391
    
    
    
    
    
    
    
    (5,855
    )
    
    
    861
    
    
    
    (160
    )
    
    
    127
    
    
    
    
    
    
    
    828Equity in earnings
of unconsolidated
entities
    
    
    
    
    
    
    255
    
    
    
    
    
    
    
    
    
    
    
    255
    
    
    
    
    
    
    
    796
    
    
    
    
    
    
    
    
    
    
    
    796Income (loss)
before taxes and
minority interest
    
    $
    (5,708
    )
    
    $
    (283
    )
    
    $
    391
    
    
    $
    
    
    
    $
    (5,600
    )
    
    $
    861
    
    
    $
    636
    
    
    $
    127
    
    
    $
    
    
    
    $
    1,624
 19




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##### Table of Contents



Student housing leasing
   Occupancy as of
    
    RevPAB
    
    Occupancy as of
    
    RevPABJune 30, 2005
    
    June 30, 2005
    
    June 30, 2004
    
    June 30, 2004(2)EDR Predecessor
    
    
    89.9
    %
    
    $
    339
    
    
    
    90.5
    %
    
    $
    322University Towers
    
    
    49.0
    %
    
    $
    618
    
    
    
    62.6
    %
    
    $
    697Total EDR Predecessor
    
    
    79.9
    %
    
    $
    407
    
    
    
    83.7
    %
    
    $
    414JPI Portfolio (1)
    
    
    90.2
    %
    
    $
    366
    
    
    
    
    
    
    
    New Acquisitions (1)
    
    
    86.9
    %
    
    $
    405
    
    
    
    
    
    
    
    Total EDR Owned
    
    
    86.9
    %
    
    $
    368
    
    
    
    83.7
    %
    
    $
    414
 
 (1)
    
    Properties were not owned as of June 30, 2004.(2)
    
    Excludes the impact of straight lined rents and service fees
to be comparable to 2005.   Third-party development consulting services
   20




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##### Table of Contents



Third-party management services
  General and administrative
  Results of Operations for the Three Months Ended June 30, 2005 and 2004
  Three Months Ended June 30, 2005
    
    Three Months Ended June 30, 2004Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    
    
    
    
    
    
    
    
    Housing
    
    Consulting
    
    Management(in thousands)
    
    Leasing
    
    Services
    
    Services
    
    Adjustments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    Adjustments
    
    TotalRevenue:Student housing leasing
revenue
    
    
    19,949
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,949
    
    
    
    4,955
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,955Third-party development
consulting services
    
    
    
    
    
    
    173
    
    
    
    
    
    
    
    
    
    
    
    173
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Third-party management
revenue
    
    
    
    
    
    
    
    
    
    
    355
    
    
    
    
    
    
    
    355
    
    
    
    
    
    
    
    
    
    
    
    279
    
    
    
    
    
    
    
    279Intersegment revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236
    
    
    
    (236
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,378
    
    
    
    1,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,179
    
    
    
    1,179Total revenues
    
    
    19,949
    
    
    
    173
    
    
    
    355
    
    
    
    1,378
    
    
    
    21,855
    
    
    
    4,955
    
    
    
    2
    
    
    
    515
    
    
    
    943
    
    
    
    6,415Operating
expenses:Student housing leasing
operations
    
    
    9,823
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,823
    
    
    
    2,383
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,383General and
administrative
    
    
    
    
    
    
    473
    
    
    
    180
    
    
    
    
    
    
    
    653
    
    
    
    
    
    
    
    268
    
    
    
    498
    
    
    
    
    
    
    
    766Intersegment expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    236
    
    
    
    
    
    
    
    
    
    
    
    (236
    )
    
    
    Reimbursable operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,378
    
    
    
    1,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,179
    
    
    
    1,179Total operating expenses
    
    
    9,823
    
    
    
    473
    
    
    
    180
    
    
    
    1,378
    
    
    
    11,854
    
    
    
    2,619
    
    
    
    268
    
    
    
    498
    
    
    
    943
    
    
    
    4,328Net operating income
(loss)
    
    
    10,126
    
    
    
    (300
    )
    
    
    175
    
    
    
    
    
    
    
    10,001
    
    
    
    2,336
    
    
    
    (266
    )
    
    
    17
    
    
    
    
    
    
    
    2,087Nonoperating
expenses(2)
    
    
    13,524
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,524
    
    
    
    2,214
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,214Income (loss) before
equity in earnings of
unconsolidated
entities, income taxes
and minority interest
    
    
    (3,398
    )
    
    
    (300
    )
    
    
    175
    
    
    
    
    
    
    
    (3,523
    )
    
    
    122
    
    
    
    (266
    )
    
    
    17
    
    
    
    
    
    
    
    (127
    )Equity in earnings of
unconsolidated entities
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    
    
    
    
    157
    
    
    
    
    
    
    
    374
    
    
    
    
    
    
    
    
    
    
    
    374Income (loss) before
taxes and minority
interest(2)
    
    
    (3,398
    )
    
    
    (143
    )
    
    
    175
    
    
    
    
    
    
    
    (3,366
    )
    
    
    122
    
    
    
    108
    
    
    
    17
    
    
    
    
    
    
    
    247
 21




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##### Table of Contents



Student housing leasing
   Third-party development consulting services
   Third-party management services
  General and administrative
  22




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##### Table of Contents



Liquidity and Capital Resources
 Revolving Credit Facility
     23




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##### Table of Contents



Liquidity outlook and capital requirements
     Pre-development expenditures
  Distributions
  24




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##### Table of Contents



Long-Term Indebtedness
  Fiscal Year Ending2005 (six months ended December 31,)
    
    $
    6872006
    
    
    2,9302007
    
    
    61,2332008
    
    
    27,6182009
    
    
    183,7472010
    
    
    888Thereafter
    
    
    49,048Total
    
    
    326,151Unamortized debt premium
    
    
    3,163Outstanding at June 30, 2005, net of unamortized premium.
    
    $
    329,314
   Off-Balance Sheet Arrangements
  Funds from Operations
  25




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##### Table of Contents



Three Months Ended June 30,
    
    Six Months Ended June 30,2005
    
    2004
    
    2005
    
    2004Net income
    
    $
    (4,060
    )
    
    $
    99
    
    
    $
    (10,358
    )
    
    $
    1,328Plus student housing
property
depreciation and
amortization of
lease intangibles
    
    
    9,317
    
    
    
    773
    
    
    
    15,279
    
    
    
    1,546Funds from operations
    
    $
    5,257
    
    
    $
    872
    
    
    $
    4,921
    
    
    $
    2,874
 Inflation
  Recent Developments
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
  
 Item 4. Controls and Procedures.
   26




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##### Table of Contents



PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
    
    approximately $121.2 million to pay the cash portion of our formation transactions;
    
    approximately $118.4 million to repay mortgage debt assumed in the formation
transactions, including prepayment fees of approximately $3.7 million;
    
    approximately $6.0 million to fund our revolving loan commitment to an affiliate of
JPI;
    
    approximately $1.4 million to pay loan origination fees relating to our $100 million
revolving credit facility that was obtained on January 31, 2005 and amended on April 4,
2005;
    
    approximately $47.0 million to purchase properties located near the University of
Mississippi in February 2005, the University of South Carolina in March 2005, a
property located near Middle Tennessee State University in April 2005, a property
located near the University of Florida in June 2005, and a property located near Auburn
University in July 2005; and
    
    approximately $19.3 million that remains available for general corporate uses, which
may include the acquisition of additional student housing communities, repayment of
additional indebtedness and payment of distributions to our stockholders.
 
 Item 3. Defaults upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
   Name
    
    Votes For
    
    Votes WithheldMonte J. Barrow
    
    
    20,997,760
    
    
    
    112,276Paul O. Bower
    
    
    20,776,180
    
    
    
    313,856William J. Cahill, III
    
    
    20,978,460
    
    
    
    111,576Randall L. Churchey
    

    
    20,977,760
    
    
    
    112,276John L. Ford
    
    
    20,976,910
    
    
    
    113,126
   
 Item 5. Other Information.
  
 Item 6. Exhibits.
 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
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to Rule 13a-14(b) of the Securities Exchange Act, as amended.
 
 *
    
    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. 27




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##### Table of Contents



SIGNATURES
  EDUCATION REALTY TRUST, INC.Date: August 15, 2005
    
    /s/ Paul O. BowerPaul O. BowerPresident, Chief Executive Officer
and Chairman of the Board of Directors(Principal Executive Officer)Date: August 15, 2005
    
    /s/ Randall H. BrownRandall H. BrownExecutive Vice President, Chief Financial Officer,
Treasurer and Secretary(Principal Financial Officer)Date: August 15, 2005
    
    /s/ J. Drew KoesterJ. Drew KoesterVice President and Chief Accounting Officer
(Principal Accounting Officer)
 28




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##### Table of Contents



EXHIBIT INDEX
 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
    
    Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(b) of the Securities Exchange
Act, as amended.