##### 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 March 31, 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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##### 



EDUCATION REALTY TRUST, INC.
FORM 10-Q
Quarter Ended March 31, 2006
TABLE OF CONTENTS
 PagePART
IFINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    2Condensed
Consolidated Balance Sheets of Education Realty Trust, Inc. and
Subsidiaries as of March 31,
2006 (unaudited) and December 31, 2005
    
    
    2Condensed Consolidated and Combined Statements of Operations of Education Realty Trust,
Inc. for the three months ended March 31, 2006 and the period
January 31 through March 31, 2005 (unaudited) and for
Education Realty Trust Predecessor for the period January 1,
2005 to January 30, 2005
    
    
    3Condensed Consolidated and Combined Statements of Cash Flows of Education Realty Trust,
Inc. for the three months ended March 31, 2006 and the period
January 31 through March 31, 2005 (unaudited) and for
Education Realty Trust Predecessor for the period January 1, 2005 to January 30,
2005
    
    
    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
    
    
    24Item 4. Controls and Procedures
    
    
    24PART II  OTHER INFORMATION
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    26EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO
  1




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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
  March 31,
    
    
    December 31,2006
    
    
    2005(unaudited)AssetsStudent housing properties, net
    
    $
    814,145
    
    
    $
    620,305Corporate office furniture, net
    
    
    933
    
    
    
    991Cash and cash equivalents
    
    
    4,311
    
    
    
    61,662Restricted cash
    
    
    10,004
    
    
    
    6,738Student contracts receivable, net
    
    
    262
    
    
    
    470Receivable from affiliate
    
    
    61
    
    
    
    Management fee receivable from third party
    
    
    272
    
    
    
    552Goodwill and other intangibles, net
    
    
    3,400
    
    
    
    3,546Other assets
    
    
    8,105
    
    
    
    9,785Total assets
    
    $
    841,493
    
    
    $
    704,049Liabilities and stockholders equityLiabilities:Mortgage loans, net of unamortized premium/discount
    
    $
    426,472
    
    
    $
    328,335Other long term debt
    
    
    50,000
    
    
    
    Accounts payable
    
    
    626
    
    
    
    2,075Accrued expenses
    
    
    8,289
    
    
    
    7,295Accounts payable affiliate
    
    
    
    
    
    
    225Deferred revenue
    
    
    6,079
    
    
    
    7,660Total liabilities
    
    
    491,466
    
    
    
    345,590Minority interest
    
    
    28,157
    
    
    
    27,926Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Common stock, $.01 par value, 200,000,000 shares
authorized, 26,272,889 and 26,263,889 shares
issued and outstanding as of March 31, 2006 and
December 31, 2005, respectively
    
    
    263
    
    
    
    263Preferred shares, $0.01 par value, 50,000,000
shares authorized, no shares issued and
outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    343,781
    
    
    
    351,664Loan to unitholder
    
    
    (5,996
    )
    
    
    (5,996
    )Warrants
    
    
    375
    
    
    
    375Accumulated deficit
    
    
    (16,553
    )
    
    
    (15,773
    )Total stockholders equity
    
    
    321,870
    
    
    
    330,533Total liabilities and stockholders equity
    
    $
    841,493
    
    
    $
    704,049
 See accompanying notes to the condensed consolidated and combined financial statements.
 2




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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 Trust, Inc.
    
    
    EDR PredecessorConsolidated
    
    
    CombinedThree months ended
    
    
    January 31 through
    
    
    January 1 throughMarch 31,
    
    
    March 31,
    
    
    January 30,2006
    
    
    2005
    
    
    2005(unaudited)
    
    
    (unaudited)Revenues:Student housing leasing revenue
    
    $
    22,534
    
    
    $
    12,088
    
    
    $
    1,503Student housing food service revenue
    
    
    968
    
    
    
    588
    
    
    
    269Other leasing revenue
    
    
    3,434
    
    
    
    
    
    
    
    Third-party development services
    
    
    555
    
    
    
    9
    
    
    
    Third-party management services
    
    
    699
    
    
    
    289
    
    
    
    103Operating expense reimbursements
    
    
    1,795
    
    
    
    686
    
    
    
    671Total revenues
    
    
    29,985
    
    
    
    13,660
    
    
    
    2,546Operating expenses:Student housing leasing operations
    
    
    9,289
    
    
    
    4,903
    
    
    
    524Student housing food service operations
    
    
    859
    
    
    
    520
    
    
    
    255General and administrative
    
    
    2,980
    
    
    
    5,177
    
    
    
    367Depreciation and amortization
    
    
    9,153
    
    
    
    5,759
    
    
    
    260Reimbursable operating expenses
    
    
    1,795
    
    
    
    686
    
    
    
    671Total operating expenses
    
    
    24,076
    
    
    
    17,045
    
    
    
    2,077Operating income (loss)
    
    
    5,909
    
    
    
    (3,385
    )
    
    
    469Nonoperating expenses:Interest expense
    
    
    6,870
    
    
    
    2,577
    
    
    
    479Exit fees on early repayment of mortgages
    
    
    
    
    
    
    1,084
    
    
    
    Amortization of deferred financing costs
    
    
    274
    
    
    
    116
    
    
    
    Interest income
    
    
    (209
    )
    
    
    (279
    )
    
    
    Total nonoperating expenses
    
    
    6,935
    
    
    
    3,498
    
    
    
    479Loss before equity in earnings of unconsolidated entities, income taxes and minority interest
    
    
    (1,026
    )
    
    
    (6,883
    )
    
    
    (10
    )Equity in earnings of unconsolidated entities
    
    
    283
    
    
    
    71
    
    
    
    27Income (loss) before income taxes and minority interest
    
    
    (743
    )
    
    
    (6,812
    )
    
    
    17Income tax benefit
    
    
    (104
    )
    
    
    (66
    )
    
    
    Net income (loss) before minority interest
    
    
    (639
    )
    
    
    (6,746
    )
    
    
    17Minority interest
    
    
    141
    
    
    
    (431
    )
    
    
    Net income (loss)
    
    $
    (780
    )
    
    $
    (6,315
    )
    
    $
    17Earnings per share information:Loss per share  basic and diluted
    
    $
    (0.03
    )
    
    $
    (0.29
    )Weighted average common shares outstanding- basic and diluted
    
    
    26,268,389
    
    
    
    21,853,599Distributions per common share
    
    $
    .2975
    
    
    $
    .19
 See accompanying notes to the 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 CASH FLOWS
  EDR PredecessorCombinedEducation Realty Trust, Inc.
    
    
    January 1Consolidated
    
    
    throughThree months ended
    
    
    January 31 through
    
    
    JanuaryMarch 31,
    
    
    March 31,
    
    
    30,2006
    
    
    2005
    
    
    2005(Unaudited)
    
    
    (Unaudited)Operating activities:Net income (loss)
    
    $
    (780
    )
    
    $
    (6,315
    )
    
    $
    17Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    9,153
    
    
    
    5,759
    
    
    
    246Deferred tax (benefit) expense
    
    
    149
    
    
    
    
    
    
    
    Loss on disposal of assets
    
    
    12
    
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    274
    
    
    
    116
    
    
    
    14Amortization of unamortized debt premiums/discounts
    
    
    (121
    )
    
    
    3
    
    
    
    Noncash compensation expense related to PIUs and restricted stock
    
    
    320
    
    
    
    4,155
    
    
    
    Equity in earnings of unconsolidated entities
    
    
    (283
    )
    
    
    (71
    )
    
    
    (27
    )Minority interest
    
    
    141
    
    
    
    (431
    )
    
    
    Change in operating assets and liabilities (net of acquisitions)
    
    
    (3,995
    )
    
    
    (4,135
    )
    
    
    (91
    )Net cash provided by (used in) operating activities
    
    
    4,870
    
    
    
    (919
    )
    
    
    158Investing activities:Property acquisitions, net of cash acquired
    
    
    (100,384
    )
    
    
    (147,658
    )
    
    
    (25
    )Deferred acquisition costs and earnest money deposits
    
    
    
    
    
    
    (350
    )
    
    
    Purchase of corporate furniture and fixtures
    
    
    (18
    )
    
    
    (841
    )
    
    
    Restricted cash
    
    
    (890
    )
    
    
    (1,041
    )
    
    
    (2,348
    )Investment in student housing properties
    
    
    (612
    )
    
    
    (131
    )
    
    
    Net cash used in investing activities
    
    
    (101,904
    )
    
    
    (150,021
    )
    
    
    (2,373
    )Financing
activities:Payment of mortgage notes
    
    
    (403
    )
    
    
    (114,916
    )
    
    
    (98
    )Borrowings of long-term debt
    
    
    50,000
    
    
    
    
    
    
    
    Debt issuance costs
    
    
    (1,302
    )
    
    
    (2,231
    )
    
    
    Repayment of line of credit, net
    
    
    
    
    
    
    (502
    )
    
    
    Loan to unitholder
    
    
    
    
    
    
    (5,996
    )
    
    
    Proceeds from Offering
    
    
    
    
    
    
    349,600
    
    
    
    Payment of offering costs
    
    
    (110
    )
    
    
    (26,963
    )
    
    
    Dividends and distributions paid
    
    
    (8,502
    )
    
    
    
    
    
    
    Repayment of notes payable affiliate
    
    
    
    
    
    
    (485
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    39,683
    
    
    
    198,507
    
    
    
    (98
    )Net increase (decrease) in cash and cash equivalents
    
    
    (57,351
    )
    
    
    47,567
    
    
    
    (2,313
    )Cash and cash equivalents, beginning of period
    
    
    61,662
    
    
    
    1
    
    
    
    2,883Cash and cash equivalents, end of period
    
    $
    4,311
    
    
    $
    47,568
    
    
    $
    570Supplemental disclosure of cash flow information:Interest paid
    
    $
    6,438
    
    
    $
    2,545
    
    
    $
    471Income taxes paid
    
    $
    310
    
    
    $
    
    
    
    $
    Supplemental disclosure of noncash activities:Prepaid offering costs charged against equity
    
    $
    
    
    
    $
    2,218
    
    
    
    Prepaid acquisition costs
    
    
    4,718
    
    
    
    
    
    
    
    Units issued
in connection with acquisitions
    
    
    500
    
    
    
    26,340
    
    
    
    Warrants
issued
    
    
    
    
    
    
    375
    
    
    
    Debt assumed in property acquisitions net of premium
    
    
    98,660
    
    
    
    402,306
    
    
    
    
 See accompanying notes to the condensed consolidated and combined financial statements.
 4




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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.
    5




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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
  Use of estimates
  6




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##### Table of Contents



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
  Offering
and Private Placement costs
  Debt premiums/discounts
  7




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##### Table of Contents



Income taxes
   Earnings per share
 Earnings Per Share
 Operating Partnership units
    
    
    1,414University Towers Operating Partnership units
    
    
    270Restricted Stock (unvested shares)
    
    
    138Profits Interest Units
    
    
    258Total potentially dilutive securities
    
    
    2,080
  Minority
interests
  Revenue
recognition
  Student housing leasing revenue
 Student
housing food service revenue
 Other
leasing revenue
 Third-party
development consulting services revenue
 8




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##### Table of Contents



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 Employees
 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
 Accounting for Conditional Asset
Retirement Obligations-an interpretation of FASB Statement No. 143 Accounting for Asset Retirement Obligations
 9




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##### Table of Contents



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
  2006
    
    2005Results of Operations:Revenues
    
    $
    601
    
    
    $
    180Net income
    
    
    566
    
    
    
    178Equity in earnings of unconsolidated entities
    
    $
    283
    
    
    $
    98
 5. Debt
 Notes payable and credit facility
      10




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Mortgage debt
    Fiscal Year Ending2006 (9 months ended December 31, 2006)
    
    $
    2,5292007
    
    
    61,2332008
    
    
    27,6182009
    
    
    282,4092010
    
    
    8882011
    
    
    947Thereafter
    
    
    48,102Total
    
    
    423,726Unamortized debt premium
    
    
    2,746Outstanding at March 31, 2006, net of unamortized premium
    
    $
    426,472
  11




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##### Table of Contents



6. Segments
  Three Months Ended March 31, 2006
    
    Three Months Ended March 31, 2005(1)Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    Adjustm
    
    
    
    
    
    Housing
    
    Consulting
    
    Management
    
    AdjustmLeasing
    
    Services
    
    Services
    
    ents
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    ents
    
    TotalRevenues:Student housing
leasing revenue
    
    $
    22,534
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,534
    
    
    $
    13,591
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    13,591Student housing
food service
revenue
    
    
    968
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    968
    
    
    
    857
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    857Other leasing
revenue
    
    
    3,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-party
development
consulting services
    
    
    
    
    
    
    555
    
    
    
    
    
    
    
    
    
    
    
    555
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    9Third-party
management revenue
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    
    
    
    
    392
    
    
    
    
    
    
    
    392Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    918
    
    
    
    (918
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    479
    
    
    
    (479
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,795
    
    
    
    1,795
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,357
    
    
    
    1,357Total revenues
    
    
    26,936
    
    
    
    555
    
    
    
    1,617
    
    
    
    877
    
    
    
    29,985
    
    
    
    14,448
    
    
    
    9
    
    
    
    871
    
    
    
    878
    
    
    
    16,206Operating Expenses:Student housing
leasing operations
    
    
    9,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,289
    
    
    
    5,427
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,427Student housing
food service
operations
    
    
    859
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    859
    
    
    
    775
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    775General and
administrative
    
    
    
    
    
    
    477
    
    
    
    1,095
    
    
    
    
    
    
    
    1,572
    
    
    
    
    
    
    
    281
    
    
    
    712
    
    
    
    
    
    
    
    993Intersegment
expenses
    
    
    918
    
    
    
    
    
    
    
    
    
    
    
    (918
    )
    
    
    
    
    
    
    479
    
    
    
    
    
    
    
    
    
    
    
    (479
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,795
    
    
    
    1,795
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,357
    
    
    
    1,357Total operating
expenses
    
    
    11,066
    
    
    
    477
    
    
    
    1,095
    
    
    
    877
    
    
    
    13,515
    
    
    
    6,681
    
    
    
    281
    
    
    
    712
    
    
    
    878
    
    
    
    8,552Net operating income
(loss)
    
    
    15,870
    
    
    
    78
    
    
    
    522
    
    
    
    -
    
    
    
    16,470
    
    
    
    7,767
    
    
    
    (272
    )
    
    
    159
    
    
    
    
    
    
    
    7,654Nonoperating expenses(2)
    
    
    15,221
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,221
    
    
    
    10,149
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,149Income (loss) before
equity in earnings of
unconsolidated
entities, income taxes
and minority interest
    
    
    649
    
    
    
    78
    
    
    
    522
    
    
    
    
    
    
    
    1,249
    
    
    
    (2,382
    )
    
    
    (272
    )
    
    
    159
    
    
    
    
    
    
    
    (2,495
    )Equity in earnings of
unconsolidated entities
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    98
    
    
    
    
    
    
    
    
    
    
    
    98Income (loss) before
taxes and minority
interest(4)
    
    $
    649
    
    
    $
    361
    
    
    $
    522
    
    
    $
    
    
    
    $
    1,532
    
    
    $
    (2,382
    )
    
    $
    (174
    )
    
    $
    159
    
    
    $
    
    
    
    $
    (2,397
    )Total segment assets (3)
    
    $
    829,539
    
    
    $
    970
    
    
    $
    5,340
    
    
    $
    
    
    
    $
    835,849
    
    
    $
    571,284
    
    
    $
    1,224
    
    
    $
    3,802
    
    
    $
    
    
    
    $
    576,310
 (1)
    
    The segment information presented for the three months ended March 31, 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 from that presented at
December 31, 2005
include the acquisition of the Place Portfolio as
described in Note 2 and Note 8.(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
    
    $
    1,532
    
    
    $
    (2,397
    )Unallocated corporate amounts:Noncash compensation charge for PIUs and restricted stock
    
    
    (320
    )
    
    
    (4,155
    )Other corporate expenses
    
    
    (1,955
    )
    
    
    (243
    )Net loss before income taxes and minority interest
    
    $
    (743
    )
    
    $
    (6,795
    )
 12




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##### Table of Contents



7. Commitments and contingencies
      8. Acquisition of real estate investments
  Preliminary allocationPlace PortfolioCurrent assets and restricted cash
    
    $
    2,376Student housing properties
    
    
    202,171Other
    
    
    570Total assets acquired
    
    
    205,117Current liabilities
    
    
    (855
    )Mortgage debt assumed net of premium/discount
    
    
    (98,660
    )Acquisition costs
    
    
    (7,390
    )Purchase price
    
    $
    98,212
    13




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##### Table of Contents



Three Months EndedMarch 31, 2005Pro forma revenue
    
    
    
    
    
    $
    28,698Pro forma net loss
    
    
    
    
    
    $
    (6,801
    )Loss per share
    
    
    
    
    
    $
    (0.26
    )
  9. Incentive plan
  Accounting for Stock Issued to Employees,
  14




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##### Table of Contents



PIUs
    
    
    RestrictedStock
    
    
    TotalOutstanding at December 31, 2005
    
    
    245,000
    
    
    
    186,000
    
    
    
    431,000Granted
    
    
    12,500
    
    
    
    
    
    
    
    12,500Outstanding at March 31, 2006
    
    
    257,500
    
    
    
    186,000
    
    
    
    443,500Vested at March 31, 2006
    
    
    257,500
    
    
    
    47,889
    
    
    
    305,389
 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.
   15




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##### Table of Contents



Overview
   Our Business Segments
  Student Housing Leasing
      Third-Party Management Services
  16




---



##### Table of Contents



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




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##### Table of Contents



Student Housing Leasing Revenue Recognition
   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




18



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##### Table of Contents



Results of Operations for the Three Months Ended March 31, 2006 and 2005
  Three
Months Ended March 31, 2006
    

Three
Months Ended March 31, 2005 (1)Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    Adjust
    
    
    
    
    
    Housing
    
    Consulting
    
    Management
    
    Adjust(in thousands)
    
    Leasing
    
    Services
    
    Services
    
    ments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    ments
    
    TotalRevenues:Student housing leasing
revenue
    
    $
    22,534
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    22,534
    
    
    $
    13,591
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    13,591Student housing food
service revenue
    
    
    968
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    968
    
    
    
    857
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    857Other leasing revenue
    
    
    3,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-party development
consulting services
    
    
    
    
    
    
    555
    
    
    
    
    
    
    
    
    
    
    
    555
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    9Third-party management
revenue
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    
    
    
    
    392
    
    
    
    
    
    
    
    392Intersegment revenues
    
    
    
    
    
    
    
    
    
    
    918
    
    
    
    (918
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    479
    
    
    
    (479
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,795
    
    
    
    1,795
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,357
    
    
    
    1,357Total revenues
    
    
    26,936
    
    
    
    555
    
    
    
    1,617
    
    
    
    877
    
    
    
    29,985
    
    
    
    14,448
    
    
    
    9
    
    
    
    871
    
    
    
    878
    
    
    
    16,206Operating Expenses:Student housing leasing
operations
    
    
    9,289
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,289
    
    
    
    5,427
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,427Student housing food
service operations
    
    
    859
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    859
    
    
    
    775
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    775General and administrative
    
    
    
    
    
    
    477
    
    
    
    1,095
    
    
    
    
    
    
    
    1,572
    
    
    
    
    
    
    
    281
    
    
    
    712
    
    
    
    
    
    
    
    993Intersegment expenses
    
    
    918
    
    
    
    
    
    
    
    
    
    
    
    (918
    )
    
    
    
    
    
    
    479
    
    
    
    
    
    
    
    
    
    
    
    (479
    )
    
    
    Reimbursable operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,795
    
    
    
    1,795
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,357
    
    
    
    1,357Total operating
expenses
    
    
    11,066
    
    
    
    477
    
    
    
    1,095
    
    
    
    877
    
    
    
    13,515
    
    
    
    6,681
    
    
    
    281
    
    
    
    712
    
    
    
    878
    
    
    
    8,552Net operating income (loss)
    
    
    15,870
    
    
    
    78
    
    
    
    522
    
    
    
    -
    
    
    
    16,470
    
    
    
    7,767
    
    
    
    (272
    )
    
    
    159
    
    
    
    
    
    
    
    7,654Nonoperating expenses(2)
    
    
    15,221
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,221
    
    
    
    10,149
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,149Income (loss) before equity
in earnings of unconsolidated
entities, income taxes and
minority interest
    
    
    649
    
    
    
    78
    
    
    
    522
    
    
    
    
    
    
    
    1,249
    
    
    
    (2,382
    )
    
    
    (272
    )
    
    
    159
    
    
    
    
    
    
    
    (2,495
    )Equity in earnings of
unconsolidated entities
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    98
    
    
    
    
    
    
    
    
    
    
    
    98Income (loss) before taxes
and minority interest
    
    $
    649
    
    
    $
    361
    
    
    $
    522
    
    
    $
    
    
    
    $
    1,532
    
    
    $
    (2,382
    )
    
    $
    (174
    )
    
    $
    159
    
    
    $
    
    
    
    $
    (2,397
    )
  (1)
    
    The segment information presented  for the three months ended
March 31, 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.
 19




---



##### Table of Contents



Student housing leasing
  The period February 1Three months ended
    
    to March 31,March 31, 2006
    
    2005
    
    DifferenceOccupancyPhysical (1)
    
    
    94.6
    %
    
    
    92.6
    %
    
    
    2.0
    %Economic (2)
    
    
    95.1
    %
    
    
    92.3
    %
    
    
    2.8
    %NarPAB (3)
    
    $
    364
    
    
    $
    358
    
    
    $
    6Other income per avail. bed (4)
    
    $
    21
    
    
    $
    11
    
    
    $
    10RevPAB (5)
    
    $
    385
    
    
    $
    369
    
    
    $
    16Operating expense per bed (6)
    
    $
    159
    
    
    $
    150
    
    
    $
    9Operating margin
    
    
    58.8
    %
    
    
    60.1
    %
    
    
    -1.3
    %Design Beds (7)
    
    
    58,503
    
    
    
    36,670
    
    
    
    21,833
 
 (1)
    
    Physical occupancy represents a weighted average of the month end occupancies for
the respective period.(2)
    
    Economic occupancy represents the effective occupancy calculated by taking net
apartment rent accounted for on a GAAP basis for the respective period divided by market rent for the
respective period.(3)
    
    NarPAB represents GAAP net apartment rent for the respective period divided by the sum of the
design beds in the portfolio for each of the included months. Does not include food service
revenue or other leasing revenue.(4)
    
    Represents other GAAP-based income for the respective period divided by the sum of the design
beds in the portfolio for each of the included months. Other income includes service/app
fees, late fees, termination fees, parking fees, transfer fees, damage recovery, utility
recovery, and other misc.(5)
    
    Represents total revenue (net apartment rent plus other income) for the respective period
divided by the sum of the design beds in the portfolio for each of the included months.(6)
    
    Represents property-level operating expense excluding overhead allocation, 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.    Third-party development consulting services
    20




---



##### Table of Contents



Third-party management services
   Nonoperating expenses
  Funds from Operations
    2006
    
    2005Net income (loss)
    
    $
    (780
    )
    
    $
    (6,298
    )Plus student housing property
depreciation and amortization of lease
intangibles
    
    
    9,069
    
    
    
    5,962Plus Minority interest
    
    
    141
    
    
    
    (431
    )Funds from
operations applicable to all shareholders and unit holders
    
    $
    8,430
    
    
    $
    (767
    )
 Liquidity and Capital Resources
 Revolving Credit Facility
      21




---



##### Table of Contents



Liquidity outlook and capital requirements
     Predevelopment expenditures
  Long-Term Indebtedness
  Fiscal Year Ending2006 (9 months ended December 31, 2006)
    
    $
    2,5292007
    
    
    61,2332008
    
    
    27,6182009
    
    
    282,4092010
    
    
    8882011
    
    
    947Thereafter
    
    
    48,102Total
    
    
    423,726Unamortized debt premium
    
    
    2,746Outstanding at March 31, 2006, net of unamortized premium
    
    $
    426,472
    Distributions
   22




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Inflation
  Recent Developments
   23




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk.
     
 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
  24




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##### Table of Contents




    
    Troy Place, a 408-bed community serving Troy State University in Troy, Ala.
    
    Jacksonville Place, a 504-bed community serving Jacksonville State University in Jacksonville, Ala.
    
    Statesboro Place, a 528-bed community serving Georgia Southern University in Statesboro, Ga.
    
    Macon Place, a 336-bed community serving Macon State University in Macon, Ga.
    
    Clayton Place I and II, with 854 beds serving Clayton College and State University in Morrow, Ga.
    
    Carrollton Place, a 336-bed community serving the State University of West Georgia in Carrollton, Ga.
    
    River Place, a 504-bed community serving the State University of West Georgia in Carrollton, Ga.
    
    Murray Place, a 408-bed community serving Murray State University in Murray, Ky.
    
    Western Place, a 504-bed community serving Western Kentucky University in Bowling Green, Ky.
    
    Cape Place, a 360-bed community serving SE Missouri State University in Cape Girardeau, Mo.
    
    Clemson Place, a 288-bed community serving Clemson University in Clemson, S.C.
    
    Berkeley Place, a 480-bed community serving Clemson University in Clemson, S.C.
    
    Martin Place, a 384-bed community serving the University of Tennessee at Martin in Martin, Tenn.
  
 Item 3. Defaults upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits.
 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
    
    Second Amendment to Contribution Agreement, dated January 6,
2006, by and between Place Properties, L.P., Place Mezz Borrower, LLC and Education Realty
Operating Partnership, LP (Filed as Exhibit 10.1 to the
Registrants Current Report on Form
8-K dated January 12, 2006 and incorporated herein by reference).10.2
    
    Required Repair Escrow Agreement, dated as of January 1, 2006, by and between Place Properties, L.P., Place
Mezz Borrower, LLC, Education Realty Operating Partnership, LP and Chicago Title Insurance Company
(Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K dated January 12, 2006 and incorporated herein by reference).10.3
    
    Lease Agreement, dated as of January 1, 2006, by and
between Education Realty Operating Partnership, LP and Place Portfolio Lessee, LLC (Filed as
Exhibit 10.3 to the Registrants Current Report on Form 8-K dated January 12, 2006 and incorporated
herein by reference).10.4
    
    Consent, Ratification, Assumption and Release Agreement
made effective as of January 6, 2006, by and among Cape Place (DE), LLC, Martin Place (DE), LLC,
Clayton Place (DE), LLC, Macon Place (DE), LLC, River Place (DE), LLC, Jacksonville Place (DE),
LLC, Clemson Place (DE), LLC, Troy Place (DE), LLC, Murray Place (DE), LLC, EDR Lease Holdings,
LLC, Cecil M. Philips, Place Properties, L.P., Education Realty Operating Partnership, LP, and
LaSalle Bank, National Association, as Trustee (Filed as Exhibit 10.1
to the Registrants Current
Report on Form 8-K/A dated January 25, 2006 and incorporated herein by reference).10.5
    
    Loan and Security Agreement dated as of December 3, 2004,
between Cape Place (DE), LLC; Clayton Place (DE), LLC; Clemson Place (DE), LLC; Jacksonville Place
(DE), LLC; Macon Place (DE), LLC; Martin Place (DE), LLC; Murray Place (DE), LLC; River Place (DE),
LLC; and Troy Place (DE), LLC, collectively, as Borrower and Greenwich Capital Financial Products,
Inc., as Lender (Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K/A dated January
25, 2006 and incorporated herein by reference).10.6
    
    Promissory Note ($98,660,000), dated December 3, 2004,
between Cape Place (DE), LLC, Clayton Place (DE), LLC, Clemson Place (DE), LLC, Jacksonville
Place (DE), LLC, Macon Place (DE), LLC, Martin Place (DE), LLC, Murray Place (DE), LLC, River
Place (DE), LLC, Troy Place (DE), LLC (collectively, the
Borrower) and Greenwich Capital
Financial Products, Inc. (the Lender) (Filed as Exhibit 10.3 to the
Registrants Current
Report on Form 8-K/A dated January 25, 2006 and incorporated herein by reference).10.7
    
    Exceptions to Non-Recourse Guaranty (Multi State) entered
into as of January 6, 2006, by Education Realty Operating Partnership, LP for the benefit of LaSalle Bank,
National Association, as Trustee (Filed as Exhibit 10.4 to the
Registrants Current Report on Form
8-K/A dated January 25, 2006 and incorporated herein by reference).10.8
    
    Environmental Indemnity Agreement made as of January 6, 2006,
by Cape Place (DE), LLC, Clayton Place (DE), LLC, Clemson Place (DE), LLC, Jacksonville Place
(DE), LLC, Macon Place (DE), LLC, Martin Place (DE), LLC, Murray Place (DE), LLC, River Place (DE), LLC, Troy Place (DE),
LLC, and EDR Lease Holdings, LLC and EDR Clemson Place Limited Partnership and Education Realty
Operating Partnership, LP (collectively referred to as
Indemnitor) in favor of LaSalle Bank,
National Association, as Trustee (Filed as Exhibit 10.5 to the
Registrants Current Report on
Form 8-K/A dated January 25, 2006 and incorporated herein by reference).10.9
    
    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).10.10
    
    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).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.
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##### Table of Contents



SIGNATURES
  EDUCATION REALTY TRUST, INC.Date: May 15, 2006
    
    /s/ Paul O. Bower

Paul O. BowerPresident, Chief Executive Officer
and Chairman of the Board of Directors(Principal Executive Officer)Date: May 15, 2006
    
    /s/ Randall H. Brown

Randall H. BrownExecutive Vice President, Chief Financial Officer,
Treasurer and Secretary(Principal Financial Officer)Date: May 15, 2006
    
    /s/ J. Drew Koester

J. Drew KoesterVice President and Chief Accounting Officer(Principal Accounting Officer)
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##### 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
    
    Second Amendment to Contribution Agreement, dated January 6,
2006, by and between Place Properties, L.P., Place Mezz Borrower, LLC and Education Realty
Operating Partnership, LP (Filed as Exhibit 10.1 to the
Registrants Current Report on Form
8-K dated January 12, 2006 and incorporated herein by reference).10.2
    
    Required Repair Escrow Agreement, dated as of January 1, 2006, by and between Place Properties, L.P., Place
Mezz Borrower, LLC, Education Realty Operating Partnership, LP and Chicago Title Insurance Company
(Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K dated January 12, 2006 and incorporated herein by reference).10.3
    
    Lease Agreement, dated as of January 1, 2006, by and
between Education Realty Operating Partnership, LP and Place Portfolio Lessee, LLC (Filed as
Exhibit 10.3 to the Registrants Current Report on Form 8-K dated January 12, 2006 and incorporated
herein by reference).10.4
    
    Consent, Ratification, Assumption and Release Agreement
made effective as of January 6, 2006, by and among Cape Place (DE), LLC, Martin Place (DE), LLC,
Clayton Place (DE), LLC, Macon Place (DE), LLC, River Place (DE), LLC, Jacksonville Place (DE),
LLC, Clemson Place (DE), LLC, Troy Place (DE), LLC, Murray Place (DE), LLC, EDR Lease Holdings,
LLC, Cecil M. Philips, Place Properties, L.P., Education Realty Operating Partnership, LP, and
LaSalle Bank, National Association, as Trustee (Filed as Exhibit 10.1
to the Registrants Current
Report on Form 8-K/A dated January 25, 2006 and incorporated herein by reference).10.5
    
    Loan and Security Agreement dated as of December 3, 2004,
between Cape Place (DE), LLC; Clayton Place (DE), LLC; Clemson Place (DE), LLC; Jacksonville Place
(DE), LLC; Macon Place (DE), LLC; Martin Place (DE), LLC; Murray Place (DE), LLC; River Place (DE),
LLC; and Troy Place (DE), LLC, collectively, as Borrower and Greenwich Capital Financial Products,
Inc., as Lender (Filed as Exhibit 10.2 to the Registrants Current Report on Form 8-K/A dated January
25, 2006 and incorporated herein by reference).10.6
    
    Promissory Note ($98,660,000), dated December 3, 2004,
between Cape Place (DE), LLC, Clayton Place (DE), LLC, Clemson Place (DE), LLC, Jacksonville
Place (DE), LLC, Macon Place (DE), LLC, Martin Place (DE), LLC, Murray Place (DE), LLC, River
Place (DE), LLC, Troy Place (DE), LLC (collectively, the
Borrower) and Greenwich Capital
Financial Products, Inc. (the Lender) (Filed as Exhibit 10.3 to the
Registrants Current
Report on Form 8-K/A dated January 25, 2006 and incorporated herein by reference).10.7
    
    Exceptions to Non-Recourse Guaranty (Multi State) entered
into as of January 6, 2006, by Education Realty Operating Partnership, LP for the benefit of LaSalle Bank,
National Association, as Trustee (Filed as Exhibit 10.4 to the
Registrants Current Report on Form
8-K/A dated January 25, 2006 and incorporated herein by reference).10.8
    
    Environmental Indemnity Agreement made as of January 6, 2006,
by Cape Place (DE), LLC, Clayton Place (DE), LLC, Clemson Place (DE), LLC, Jacksonville Place
(DE), LLC, Macon Place (DE), LLC, Martin Place (DE), LLC, Murray Place (DE), LLC, River Place (DE), LLC, Troy Place (DE),
LLC, and EDR Lease Holdings, LLC and EDR Clemson Place Limited Partnership and Education Realty
Operating Partnership, LP (collectively referred to as
Indemnitor) in favor of LaSalle Bank,
National Association, as Trustee (Filed as Exhibit 10.5 to the
Registrants Current Report on
Form 8-K/A dated January 25, 2006 and incorporated herein by reference).10.9
    
    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).10.10
    
    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).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.