##### 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 September 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
(Address of principal executive offices)
    
    38117
(Zip Code)
 Registrants telephone number, including area code: (901) 259-2500
 þ o
 o þ
 o þ




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EDUCATION REALTY TRUST, INC.
FORM 10-Q
Quarter Ended September 30, 2005
 TABLE OF CONTENTS
 PART I
FINANCIAL INFORMATION
 PageItem 1. Financial Statements
    
    
    2Condensed Consolidated Balance Sheets of Education Realty Trust, Inc. as of September 30, 2005 (unaudited) and December 31, 2004 and Combined Balance Sheet of Education Realty Trust Predecessor as of December 31, 2004
    
    
    2Condensed 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 to September 30, 2005 and for the Education Realty Trust Predecessor for the period January 1, 2005 to January 30, 2005 and for the nine months ended September 30, 2004 (all unaudited)
    
    
    3Condensed Consolidated and Combined Statements of Operations of Education Realty Trust, Inc. for the three months ended September 30, 2005 and for the Education Realty Trust Predecessor for the three months ended September 30, 2004 (all unaudited)
    
    
    4Condensed Consolidated and Combined Statements of Cash Flows of Education Realty Trust, Inc. for the period January 1, 2005 to January 30, 2005 and for the period January 31, 2005 to September 30, 2005 and for the Education Realty Trust Predecessor for the period January 1, 2005 to January 30, 2005 and for the nine months ended September 30, 2004 (all unaudited)
    
    
    5Notes to Condensed Consolidated and Combined Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    29Item 3. Defaults Upon Senior Securities
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    30Signatures
    
    
    31EX-31.1 SECTION 302 CERTIFICATION OF THE PEOEX-31.2 SECTION 302 CERTIFICATION OF THE PFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO
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##### Table of Contents



Item 1. Financial Statements.
 EDUCATION REALTY TRUST, INC. AND
SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR
 
 CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
 September 30, 2005
    
    
    December 31, 2004Consolidated
    
    
    Consolidated
    
    
    CombinedEducation Realty
    
    
    Education Realty
    
    
    Education RealtyTrust, Inc.
    
    
    Trust, Inc.
    
    
    Trust Predecessor(unaudited)AssetsStudent housing properties, net
    
    $
    623,933
    
    
    $
    
    
    
    $
    83,785Corporate office furniture, net
    
    
    1,023
    
    
    
    
    
    
    
    Cash and cash equivalents
    
    
    72,683
    
    
    
    1
    
    
    
    2,883Restricted cash and short-term investments
    
    
    8,086
    
    
    
    
    
    
    
    1,102Student contracts receivable, net
    
    
    1,106
    
    
    
    
    
    
    
    87Management fee receivable from third party, net
    
    
    437
    
    
    
    
    
    
    
    161Goodwill and other intangibles, net
    
    
    3,878
    
    
    
    
    
    
    
    Other assets
    
    
    10,070
    
    
    
    3,790
    
    
    
    856Total assets
    
    $
    721,216
    
    
    $
    3,791
    
    
    $
    88,874Liabilities and stockholders and predecessor owners
equityLiabilitiesMortgage loans, net of unamortized premium/discount
    
    $
    328,846
    
    
    $
    
    
    
    $
    81,111Revolving line of credit
    
    
    2,000
    
    
    
    497
    
    
    
    Note payable to affiliate
    
    
    
    
    
    
    
    
    
    
    485Accounts payable and accrued expenses
    
    
    14,677
    
    
    
    
    
    
    
    1,642Accounts payable affiliate
    
    
    751
    
    
    
    3,515
    
    
    
    799Deferred revenue
    
    
    10,249
    
    
    
    
    
    
    
    3,048Total liabilities
    
    
    356,523
    
    
    
    4,012
    
    
    
    87,085Minority interest
    
    
    28,158
    
    
    
    
    
    
    
    Commitments and contingencies
    
    
    
    
    
    
    
    
    
    
    Stockholders and predecessor owners equity:Common stock, $.01 par value, 200,000,000 shares
authorized, 26,256,217 shares issued and
outstanding as of
September 30, 2005
    
    
    263
    
    
    
    
    
    
    
    Preferred shares, $0.01 par value, 50,000,000 shares
authorized, no shares issued and outstanding
    
    
    
    
    
    
    
    
    
    
    Unearned deferred compensation
    
    
    (2,621
    )
    
    
    
    
    
    
    Additional paid in capital
    
    
    362,296
    
    
    
    1
    
    
    
    Loan to unitholder
    
    
    (5,996
    )
    
    
    
    
    
    
    Warrants
    
    
    375
    
    
    
    
    
    
    
    Accumulated deficit
    
    
    (17,782
    )
    
    
    (222
    )
    
    
    Predecessor owners equity
    
    
    
    
    
    
    
    
    
    
    1,789Total stockholders and predecessor owners equity
    
    
    336,535
    
    
    
    (221
    )
    
    
    1,789Total liabilities and stockholders and predecessor
owners equity
    
    $
    721,216
    
    
    $
    3,791
    
    
    $
    88,874
 See accompanying notes to the condensed consolidated and combined financial statements.
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##### Table of Contents



EDUCATION REALTY TRUST, INC. AND
SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR
 
 CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
 Education Realty
    
    
    Education Realty
    
    
    Education RealtyTrust, Inc.
    
    
    Trust, Inc.
    
    
    Trust Predecessor
    
    
    Education Realty TrustConsolidated
    
    
    Consolidated
    
    
    Combined
    
    
    Predecessor CombinedJanuary 31 to
    
    
    January 1 to
    
    
    January 1 to
    
    
    Nine months endedSeptember 30, 2005
    
    
    January 30, 2005
    
    
    January 30, 2005
    
    
    September 30, 2004(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues:Student housing leasing revenue
    
    $
    53,663
    
    
    $
    
    
    
    $
    1,772
    
    
    $
    15,429Third-party development services
    
    
    973
    
    
    
    
    
    
    
    
    
    
    
    388Third-party management services
    
    
    1,155
    
    
    
    
    
    
    
    103
    
    
    
    956Operating expense reimbursements
    
    
    3,538
    
    
    
    
    
    
    
    671
    
    
    
    3,858Total revenues
    
    
    59,329
    
    
    
    
    
    
    
    2,546
    
    
    
    20,631Operating expenses:Student housing leasing operations
    
    
    31,106
    
    
    
    
    
    
    
    779
    
    
    
    8,158General and administrative
    
    
    7,998
    
    
    
    10
    
    
    
    367
    
    
    
    2,720Depreciation and amortization
    
    
    23,387
    
    
    
    
    
    
    
    260
    
    
    
    2,329Reimbursable operating expenses
    
    
    3,538
    
    
    
    
    
    
    
    671
    
    
    
    3,858Total operating expenses
    
    
    66,029
    
    
    
    10
    
    
    
    2,077
    
    
    
    17,065Operating income (loss)
    
    
    (6,700
    )
    
    
    (10
    )
    
    
    469
    
    
    
    3,566Nonoperating expenses:Interest
    
    
    11,587
    
    
    
    
    
    
    
    479
    
    
    
    4,215Exit fees on early repayment of mortgages
    
    
    1,084
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    582
    
    
    
    
    
    
    
    
    
    
    
    122Interest income
    
    
    (630
    )
    
    
    
    
    
    
    
    
    
    
    Total nonoperating expenses
    
    
    12,623
    
    
    
    
    
    
    
    479
    
    
    
    4,337Loss before equity in earnings of
unconsolidated entities, income taxes and
minority interest
    
    
    (19,323
    )
    
    
    (10
    )
    
    
    (10
    )
    
    
    (771
    )Equity in earnings of unconsolidated
entities
    
    
    560
    
    
    
    
    
    
    
    27
    
    
    
    933Income (loss) before income taxes and
minority interest
    
    
    (18,763
    )
    
    
    (10
    )
    
    
    17
    
    
    
    162Taxes
    
    
    170
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) before minority interest
    
    
    (18,933
    )
    
    
    (10
    )
    
    
    17
    
    
    
    162Minority interest
    
    
    (1,384
    )
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    (17,549
    )
    
    $
    (10
    )
    
    $
    17
    
    
    $
    162Earnings per share information:Loss per
share  basic and diluted
    
    $
    (0.80
    )Weighted average common shares
outstanding  basic and diluted
    
    
    21,883,589
 See accompanying notes to the condensed consolidated and combined financial statements.
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EDUCATION REALTY TRUST, INC. AND
SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR
 
 CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
 Education Realty
    
    
    Education RealtyTrust, Inc.
    
    
    Trust PredecessorConsolidated
    
    
    CombinedThree months ended
    
    
    Three months endedSeptember 30, 2005
    
    
    September 30, 2004Revenues:Student housing leasing revenue
    
    $
    21,038
    
    
    $
    4,754Third-party development services
    
    
    791
    
    
    
    18Third-party management services
    
    
    511
    
    
    
    341Operating expense reimbursements
    
    
    1,474
    
    
    
    1,412Total revenues
    
    
    23,814
    
    
    
    6,525Operating expenses:Student housing leasing operations
    
    
    15,452
    
    
    
    3,271General and administrative
    
    
    1,557
    
    
    
    910Depreciation and amortization
    
    
    8,236
    
    
    
    783Reimbursable operating expenses
    
    
    1,474
    
    
    
    1,412Total operating expenses
    
    
    26,719
    
    
    
    6,376Operating income (loss)
    
    
    (2,905
    )
    
    
    149Nonoperating expenses:Interest
    
    
    4,782
    
    
    
    1,411Amortization of deferred financing costs
    
    
    252
    
    
    
    41Interest income
    
    
    (146
    )
    
    
    Total nonoperating expenses
    
    
    4,888
    
    
    
    1,452Loss before equity in earnings of
unconsolidated entities, income taxes and
minority interest
    
    
    (7,793
    )
    
    
    (1,303
    )Equity in earnings of unconsolidated
entities
    
    
    332
    
    
    
    137Loss before income taxes and minority
interest
    
    
    (7,461
    )
    
    
    (1,166
    )Taxes
    
    
    340
    
    
    
    Loss before minority interest
    
    
    (7,801
    )
    
    
    (1,166
    )Minority interest
    
    
    (617
    )
    
    
    Net loss
    
    $
    (7,184
    )
    
    $
    (1,166
    )Earnings per share information:Loss per
share  basic and diluted
    
    $
    (0.33
    )Weighted average common shares
outstanding  basic and diluted
    
    
    21,923,244
 See accompanying notes to the condensed consolidated and combined financial statements.
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EDUCATION REALTY TRUST, INC. AND
SUBSIDIARIES AND EDUCATION REALTY TRUST PREDECESSOR
 
 CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
 Education Realty
    
    
    Education Realty
    
    
    Education Realty
    
    
    Education RealtyTrust, Inc.
    
    
    Trust, Inc.
    
    
    Trust Predecessor
    
    
    Trust PredecessorConsolidated
    
    
    Consolidated
    
    
    Combined
    
    
    CombinedJanuary 31 to
    
    
    January 1 to
    
    
    January 1 to
    
    
    Nine months endedSeptember 30, 2005
    
    
    January 30, 2005
    
    
    January 30, 2005
    
    
    September 30, 2004Operating activities:Net income (loss)
    
    $
    (17,549
    )
    
    $
    (10
    )
    
    $
    17
    
    
    $
    162Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activitiesDepreciation and amortization
    
    
    23,387
    
    
    
    
    
    
    
    246
    
    
    
    2,329Loss on disposal of assets
    
    
    424
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    582
    
    
    
    
    
    
    
    14
    
    
    
    122Amortization of unamortized debt
premiums/discounts
    
    
    (213
    )
    
    
    
    
    
    
    
    
    
    
    Distributions from unconsolidated entities
    
    
    740
    
    
    
    
    
    
    
    
    
    
    
    639Noncash compensation expense related to
PIUs and restricted stock
    
    
    4,631
    
    
    
    
    
    
    
    
    
    
    
    Equity in earnings of unconsolidated entities
    
    
    (560
    )
    
    
    
    
    
    
    (27
    )
    
    
    (933
    )Minority interest
    
    
    (1,384
    )
    
    
    
    
    
    
    
    
    
    
    Change in operating assets and
liabilities (net of acquisitions)
    
    
    4,941
    
    
    
    10
    
    
    
    (2,442
    )
    
    
    (633
    )Net cash provided by (used in) operating activities
    
    
    14,999
    
    
    
    
    
    
    
    (2,192
    )
    
    
    1,686Investing activities:Property acquisitions, net of cash acquired
    
    
    (187,360
    )
    
    
    
    
    
    
    (25
    )
    
    
    Deferred
acquisition costs and earnest money deposits
    
    
    (4,283
    )
    
    
    
    
    
    
    
    
    
    
    Purchase of corporate furniture and fixtures
    
    
    (1,058
    )
    
    
    
    
    
    
    
    
    
    
    Restricted cash
    
    
    (3,073
    )
    
    
    
    
    
    
    
    
    
    
    163Insurance proceeds on property loss
    
    
    175Investment in student housing properties
    
    
    (4,077
    )
    
    
    
    
    
    
    
    
    
    
    (498
    )Net cash used in investing activities
    
    
    (199,676
    )
    
    
    
    
    
    
    (25
    )
    
    
    (335
    )Financing activitiesPayment of mortgage notes
    
    
    (115,419
    )
    
    
    
    
    
    
    (98
    )
    
    
    (840
    )Debt issuance costs
    
    
    (3,155
    )
    
    
    
    
    
    
    
    
    
    
    (3
    )Advances on / (repayment of) line of credit, net
    
    
    1,498
    
    
    
    
    
    
    
    
    
    
    
    Loan to unitholder
    
    
    (5,996
    )
    
    
    
    
    
    
    
    
    
    
    Proceeds from offering
    
    
    349,600
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from private equity placement
    
    
    70,000
    
    
    
    
    
    
    
    
    
    
    
    Payment of offering costs
    
    
    (26,963
    )
    
    
    
    
    
    
    
    
    
    
    Dividends and distributions paid
    
    
    (11,721
    )
    
    
    
    
    
    
    
    
    
    
    Distributions to owners, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,504
    )Repayment of notes payable affiliate
    
    
    (485
    )
    
    
    
    
    
    
    
    
    
    
    62Equity contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40Net cash provided by (used in) financing
activities
    
    
    257,359
    
    
    
    
    
    
    
    (98
    )
    
    
    (2,245
    )Net increase (decrease) in cash and cash
equivalents
    
    
    72,682
    
    
    
    
    
    
    
    (2,315
    )
    
    
    (894
    )Cash and cash equivalents, beginning of period
    
    
    1
    
    
    
    1
    
    
    
    2,883
    
    
    
    2,476Cash and cash equivalents, end of period
    
    $
    72,683
    
    
    $
    1
    
    
    $
    568
    
    
    $
    1,582Supplemental disclosure of cash flow information:Interest paid
    
    $
    11,726
    
    
    $
    
    
    
    $
    471
    
    
    $
    4,384Supplemental disclosure of noncash activities:Prepaid offering costs charged against equity
    
    $
    2,218Income taxes paid
    
    
    133Units 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.
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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, the formation transactions and the private placement
    6




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3. Summary of significant accounting policies
 Basis of presentation
  Reclassifications
  Interim financial information
  Use of estimates
  Student housing properties
  Business Combinations
 Accounting for the Impairment and Disposal of Long-lived Assets.
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Investment in unconsolidated joint ventures and limited liability companies
  Deferred financing costs
  Offering
and Placement costs
  Debt premiums/discounts
  Income taxes
    Earnings per share
 Earnings Per Share
 Operating Partnership units
    
    
    1,376University Towers Operating Partnership units
    
    
    270Restricted Stock (unvested shares)
    
    
    155Profits Interest Units
    
    
    245Total potentially dilutive securities
    
    
    2,046
 8




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Recent accounting pronouncements
 Share
Based Payment
 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 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
  Nine Months Ended September 30,2005
    
    
    2004Results of Operations:Revenues
    
    $
    1,230
    
    
    $
    2,140Net income
    
    
    1,197
    
    
    
    2,009Equity in earnings of unconsolidated entities
    
    $
    587
    
    
    $
    933
 9




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5. Notes payable and credit facility
        6. Mortgage debt
   10




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Fiscal Year Ending2005 (three months ended December 31,)
    
    $
    3742006
    
    
    2,9262007
    
    
    61,2332008
    
    
    27,6182009
    
    
    183,7472010
    
    
    888Thereafter
    
    
    49,048Total
    
    
    325,834Unamortized debt premium
    
    
    3,012Outstanding at September 30, 2005, net of unamortized premium
    
    $
    328,846
  7. Segments
  Nine Months Ended September 30, 2005(1)
    
    Nine Months Ended September 30, 2004Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    
    
    
    
    
    
    
    
    Housing
    
    Consulting
    
    Management
    
    AdjustLeasing
    
    Services
    
    Services
    
    Adjustments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    ments
    
    TotalRevenues:Student housing
leasing revenue
    
    $
    55,435
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    55,435
    
    
    $
    15,429
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,429Third-party
development
consulting services
    
    
    
    
    
    
    973
    
    
    
    
    
    
    
    
    
    
    
    973
    
    
    
    
    
    
    
    388
    
    
    
    
    
    
    
    
    
    
    
    388Third-party
management revenue
    
    
    
    
    
    
    
    
    
    
    1,258
    
    
    
    
    
    
    
    1,258
    
    
    
    
    
    
    
    
    
    
    
    956
    
    
    
    
    
    
    
    956Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    (699
    )
    
    
    Operating
expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,209
    
    
    
    4,209
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,858
    
    
    
    3,858Total revenues
    
    
    55,435
    
    
    
    973
    
    
    
    1,258
    
    
    
    4,209
    
    
    
    61,875
    
    
    
    15,429
    
    
    
    388
    
    
    
    1,655
    
    
    
    3,159
    
    
    
    20,631
 11




---



##### Table of Contents



Nine Months Ended September 30, 2005(1)
    
    Nine Months Ended September 30, 2004Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    
    
    
    
    
    
    
    
    Housing
    
    Consulting
    
    Management
    
    Adjust-Leasing
    
    Services
    
    Services
    
    Adjustments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    ments
    
    TotalOperating expenses:Student housing
leasing operations
    
    
    31,885
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,885
    
    
    
    8,158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,158General and
administrative
    
    
    
    
    
    
    1,413
    
    
    
    925
    
    
    
    
    
    
    
    2,338
    
    
    
    
    
    
    
    789
    
    
    
    1,466
    
    
    
    
    
    
    
    2,255Intersegment
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    
    
    
    
    (699
    )
    
    
    Reimbursable
operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,209
    
    
    
    4,209
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,858
    
    
    
    3,858Total operating expenses
    
    
    31,885
    
    
    
    1,413
    
    
    
    925
    
    
    
    4,209
    
    
    
    38,432
    
    
    
    8,857
    
    
    
    789
    
    
    
    1,466
    
    
    
    3,159
    
    
    
    14,271Net operating income
(loss)
    
    
    23,550
    
    
    
    (440
    )
    
    
    333
    
    
    
    
    
    
    
    23,443
    
    
    
    6,572
    
    
    
    (401
    )
    
    
    189
    
    
    
    
    
    
    
    6,360Nonoperating expenses(2)
    
    
    36,574
    
    
    
    (6
    )
    
    
    (9
    )
    
    
    
    
    
    
    36,559
    
    
    
    6,663
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,663Income (loss) before
equity in earnings of
unconsolidated
entities, income taxes
and minority interest
    
    
    (13,024
    )
    
    
    (434
    )
    
    
    342
    
    
    
    
    
    
    
    (13,116
    )
    
    
    (91
    )
    
    
    (401
    )
    
    
    189
    
    
    
    
    
    
    
    (303
    )Equity in earnings of
unconsolidated entities
    
    
    
    
    
    
    587
    
    
    
    
    
    
    
    
    
    
    
    587
    
    
    
    
    
    
    
    933
    
    
    
    
    
    
    
    
    
    
    
    933Income (loss) before
taxes and minority
interest(4)
    
    $
    (13,024
    )
    
    $
    153
    
    
    $
    342
    
    
    $
    
    
    
    $
    (12,529
    )
    
    $
    (91
    )
    
    $
    532
    
    
    $
    189
    
    
    $
    
    
    
    $
    630Total segment assets(3)
    
    $
    641,612
    
    
    $
    379
    
    
    $
    6,366
    
    
    $
    
    
    
    $
    648,357
    
    
    $
    88,347
    
    
    $
    274
    
    
    $
    325
    
    
    $
    
    
    
    $
    88,946
 
 (1)
    
    The segment information presented for the nine months ended September 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 from that presented at September 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 income
taxes and minority interest to the Trusts consolidated net income (loss) before income taxes
and minority interest: 2005
    
    2004Net income (loss) before taxes and minority interest for reportable segments
    
    $
    (12,529
    )
    
    $
    630Unallocated corporate amounts:Noncash compensation charge for PIUs and restricted stock
    
    
    (4,631
    )
    
    
    Other corporate expenses
    
    
    (1,596
    )
    
    
    (468
    )Net income (loss) before income taxes and minority interest
    
    $
    (18,756
    )
    
    $
    162
 12




---



##### Table of Contents



Three Months Ended September 30, 2005
    
    Three Months Ended September 30, 2004Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    Adjust-
    
    
    
    
    
    Housing
    
    Consulting
    
    ManagementLeasing
    
    Services
    
    Services
    
    ments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    Adjustments
    
    TotalRevenues:Student housing leasing
revenue
    
    $
    21,038
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    21,038
    
    
    $
    4,754
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,754Third-party development
consulting services
    
    
    
    
    
    
    791
    
    
    
    
    
    
    
    
    
    
    
    791
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    18Third-party management
revenue
    
    
    
    
    
    
    
    
    
    
    511
    
    
    
    
    
    
    
    511
    
    
    
    
    
    
    
    
    
    
    
    341
    
    
    
    
    
    
    
    341Intersegment revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203
    
    
    
    (203
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,474
    
    
    
    1,474
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,412
    
    
    
    1,412Total revenues
    
    
    21,038
    
    
    
    791
    
    
    
    511
    
    
    
    1,474
    
    
    
    23,814
    
    
    
    4,754
    
    
    
    18
    
    
    
    544
    
    
    
    1,209
    
    
    
    6,525Operating expenses:Student housing leasing
operations
    
    
    15,452
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,452
    
    
    
    3,271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,271General and
administrative
    
    
    
    
    
    
    693
    
    
    
    569
    
    
    
    
    
    
    
    1,262
    
    
    
    
    
    
    
    259
    
    
    
    482
    
    
    
    
    
    
    
    741Intersegment expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203
    
    
    
    
    
    
    
    
    
    
    
    (203
    )
    
    
    Reimbursable operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,474
    
    
    
    1,474
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,412
    
    
    
    1,412Total operating expenses
    
    
    15,452
    
    
    
    693
    
    
    
    569
    
    
    
    1,474
    
    
    
    18,188
    
    
    
    3,474
    
    
    
    259
    
    
    
    482
    
    
    
    1,209
    
    
    
    5,424Net operating income
(loss)
    
    
    5,586
    
    
    
    98
    
    
    
    (58
    )
    
    
    
    
    
    
    5,626
    
    
    
    1,280
    
    
    
    (241
    )
    
    
    62
    
    
    
    
    
    
    
    1,101Nonoperating expenses(2)
    
    
    12,901
    
    
    
    (6
    )
    
    
    (9
    )
    
    
    
    
    
    
    12,886
    
    
    
    2,232
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,232Income (loss) before
equity in earnings of
unconsolidated
entities, income taxes
and minority interest
    
    
    (7,315
    )
    
    
    104
    
    
    
    (49
    )
    
    
    
    
    
    
    (7,260
    )
    
    
    (952
    )
    
    
    (241
    )
    
    
    62
    
    
    
    
    
    
    
    (1,131
    )Equity in earnings of
unconsolidated entities
    
    
    
    
    
    
    332
    
    
    
    
    
    
    
    
    
    
    
    332
    
    
    
    
    
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    137Income (loss) before
taxes and minority
interest(2)
    
    $
    (7,315
    )
    
    $
    436
    
    
    $
    (49
    )
    
    $
    
    
    
    $
    (6,928
    )
    
    $
    (952
    )
    
    $
    (104
    )
    
    $
    62
    
    
    $
    
    
    
    $
    (994
    )
 
 (1)
    
    Nonoperating expenses include interest expense, interest income and exit fees on early
payment of debt, amortization of deferred financing costs, depreciation, and amortization of
intangibles.(2)
    
    The following is a reconciliation of the reportable segments net income (loss) before income
taxes and minority interest to the Trusts consolidated net income (loss) before income taxes
and minority interest: 2005
    
    2004Net income (loss) before taxes and minority interest for reportable segments
    
    $
    (6,928
    )
    
    $
    (994
    )Unallocated corporate amounts:Noncash compensation charge for PIUs and restricted stock
    
    
    (257
    )
    
    
    Other corporate expenses
    
    
    (276
    )
    
    
    (172
    )Net income (loss) before income taxes and minority interest
    
    $
    (7,461
    )
    
    $
    (1,166
    )
 8. Commitments and contingencies
  13




---



##### Table of Contents



9. Acquisition of real estate investments
  EDR Predecessor
    
    JPI PortfolioCurrent assets and restricted cash
    
    $
    5,624
    
    
    $
    3,093Student housing properties
    
    
    117,556
    
    
    
    403,346Goodwill and other intangibles
    
    
    4,404
    
    
    
    3,562Carryover basis at historical cost
    
    
    17,382
    
    
    
    Other
    
    
    336
    
    
    
    719Total assets acquired
    
    
    145,302
    
    
    
    410,720Current liabilities
    
    
    (6,206
    )
    
    
    (4,616
    )Mortgage debt assumed net of premium/discount
    
    
    (83,099
    )
    
    
    (310,448
    )Acquisition costs
    
    
    (1,272
    )
    
    
    (7,540
    )Purchase price
    
    $
    54,725
    
    
    $
    88,116
 14




---



##### Table of Contents



Preliminary allocationstudent housing acquisitionsCurrent assets and restricted cash
    
    $
    791Student housing properties
    
    
    117,279Goodwill and other intangibles
    
    
    1,209Other
    
    
    443Total assets acquired
    
    
    119,722Current liabilities
    
    
    (1,576
    )Mortgage debt assumed net of premium/discount
    
    
    (51,408
    )Acquisition costs
    
    
    (1,212
    )Purchase price
    
    $
    65,526
   Nine Months Ended September 30,2005
    
    
    2004Pro forma revenue
    
    $
    73,105
    
    
    $
    70,613Pro forma net loss
    
    $
    (18,242
    )
    
    $
    (10,029
    )Loss per share
    
    $
    (0.83
    )
  10. Incentive plan
  15




---



##### 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
 16




---



##### Table of Contents



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 nine months ended September 30, 2005 are not comparable to our results
of operations for the three and nine months ended September 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
   Our Business Segments
  Student Housing Leasing
   17




---



##### Table of Contents



Third-Party Management Services
  Third-Party Development Consulting Services
   18




---



##### Table of Contents



Trends and Outlook
 Rents and Occupancy
  Integration Costs Related to the Acquisition of Additional Properties
  General and Administrative Costs
  Critical Accounting Policies
  19




---



##### Table of Contents



Student Housing Leasing Revenue Recognition
   Revenue and Cost Recognition of Third-Party Development Consulting Services
   Student Housing Property Acquisitions
 Business Combinations.
 Repairs and Maintenance
  20




---



##### Table of Contents



Long Lived Assets  Impairment
  Results of Operations for the Nine Months Ended September 30, 2005 and 2004
  Nine Months Ended September 30, 2005
    
    Nine Months Ended September 30, 2004Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    Adjustm
    


    
    Housing
    
    Consulting
    
    Management
    
    Adjust(in thousands)
    
    Leasing
    
    Services
    
    Services
    
    ents
    

    Total


    
    Leasing
    
    Services
    
    Services
    
    ments
    
    TotalRevenues:Student housing
leasing revenue
    
    $
    55,435
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    55,435
    
    
    $
    15,429
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,429Third-party
development
consulting
services
    
    
    
    
    
    
    973
    
    
    
    
    
    
    
    
    
    
    
    973
    
    
    
    
    
    
    
    388
    
    
    
    
    
    
    
    
    
    
    
    388Third-party
management
revenue
    
    
    
    
    
    
    
    
    
    
    1,258
    
    
    
    
    
    
    
    1,258
    
    
    
    
    
    
    
    
    
    
    
    956
    
    
    
    
    
    
    
    956Intersegment
revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    (699
    )
    
    
    Operating
expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,209
    
    
    
    4,209
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,858
    
    
    
    3,858Total revenues
    
    
    55,435
    
    
    
    973
    
    
    
    1,258
    
    
    
    4,209
    
    
    
    61,875
    
    
    
    15,429
    
    
    
    388
    
    
    
    1,655
    
    
    
    3,159
    
    
    
    20,631Operating
expenses:Student housing
leasing
operations
    
    
    31,885
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,885
    
    
    
    8,158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,158General and
administrative
    
    
    
    
    
    
    1,413
    
    
    
    925
    
    
    
    
    
    
    
    2,338
    
    
    
    
    
    
    
    789
    
    
    
    1,466
    
    
    
    
    
    
    
    2,255Intersegment
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    699
    
    
    
    
    
    
    
    
    
    
    
    (699
    )
    
    
    Reimbursable
operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,209
    
    
    
    4,209
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,858
    
    
    
    3,858Total operating
expenses
    
    
    31,885
    
    
    
    1,413
    
    
    
    925
    
    
    
    4,209
    
    
    
    38,432
    
    
    
    8,857
    
    
    
    789
    
    
    
    1,466
    
    
    
    3,159
    
    
    
    14,271Net operating income
(loss)
    
    
    23,550
    
    
    
    (440
    )
    
    
    333
    
    
    
    
    
    
    
    23,443
    
    
    
    6,572
    
    
    
    (401
    )
    
    
    189
    
    
    
    
    
    
    
    6,360Nonoperating expenses
    
    
    36,574
    
    
    
    (6
    )
    
    
    (9
    )
    
    
    
    
    
    
    36,559
    
    
    
    6,663
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,663Income (loss) before
equity in earnings
of unconsolidated entities, income
taxes and minority
interest
    
    
    (13,024
    )
    
    
    (434
    )
    
    
    342
    
    
    
    
    
    
    
    (13,116
    )
    
    
    (91
    )
    
    
    (401
    )
    
    
    189
    
    
    
    
    
    
    
    (303
    )Equity in earnings
of unconsolidated
entities
    
    
    
    
    
    
    587
    
    
    
    
    
    
    
    
    
    
    
    587
    
    
    
    
    
    
    
    933
    
    
    
    
    
    
    
    
    
    
    
    933Income (loss) before
taxes and minority
interest
    
    $
    (13,024
    )
    
    $
    153
    
    
    $
    342
    
    
    $
    
    
    
    $
    (12,529
    )
    
    $
    (91
    )
    
    $
    532
    
    
    $
    189
    
    
    $
    
    
    
    $
    630
 21




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##### Table of Contents



Student housing leasing
  Occupancy as of
    
    RevPAB
    
    Occupancy as of
    
    RevPABSeptember 30,
    
    nine months ended September 30,
    
    September 30,
    
    nine months ended September 30,2005
    
    2005
    
    2004
    
    2004(2)EDR Predecessor
    
    
    92.9
    %
    
    $
    323
    
    
    
    96.4
    %
    
    $
    329University Towers
    
    
    95.6
    %
    
    $
    603
    
    
    
    88.0
    %
    
    $
    619Total EDR Predecessor
    
    
    93.5
    %
    
    $
    392
    
    
    
    94.4
    %
    
    $
    400JPI Portfolio (1)
    
    
    96.5
    %
    
    $
    413
    
    
    
    
    
    
    
    New Acquisitions (1)
    
    
    96.7
    %
    
    $
    330
    
    
    
    
    
    
    
    Total EDR Owned
    
    
    95.3
    %
    
    $
    393
    
    
    
    94.4
    %
    
    $
    400
 
 (1)
    
    Properties were not owned as of September 30, 2004.(2)
    
    Excludes the impact of straight lined rents and service fees
from 2003 to be comparable to 2005.
    Third-party development consulting services
   22




---



##### Table of Contents



Third-party management services
   Nonoperating expenses
  Results of Operations for the Three Months Ended September 30, 2005 and 2004
  Three Months Ended September 30, 2005
    
    Three Months Ended September 30, 2004Third-Party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third-PartyStudent
    
    Development
    
    Third-Party
    
    
    
    
    
    
    
    
    
    Student
    
    Development
    
    Third-PartyHousing
    
    Consulting
    
    Management
    
    
    
    
    
    
    
    
    
    Housing
    
    Consulting
    
    Management
    
    Adjust-(in thousands)
    
    Leasing
    
    Services
    
    Services
    
    Adjustments
    
    Total
    
    Leasing
    
    Services
    
    Services
    
    ments
    
    TotalRevenues:Student housing leasing
revenue
    
    $
    21,038
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    21,038
    
    
    $
    4,754
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,754Third-party development
consulting services
    
    
    
    
    
    
    791
    
    
    
    
    
    
    
    
    
    
    
    791
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    18Third-party management
revenue
    
    
    
    
    
    
    
    
    
    
    511
    
    
    
    
    
    
    
    511
    
    
    
    
    
    
    
    
    
    
    
    341
    
    
    
    
    
    
    
    341Intersegment revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203
    
    
    
    (203
    )
    
    
    Operating expense
reimbursements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,474
    
    
    
    1,474
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,412
    
    
    
    1,412Total revenues
    
    
    21,038
    
    
    
    791
    
    
    
    511
    
    
    
    1,474
    
    
    
    23,814
    
    
    
    4,754
    
    
    
    18
    
    
    
    544
    
    
    
    1,209
    
    
    
    6,525Operating expenses:Student housing leasing
operations
    
    
    15,452
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,452
    
    
    
    3,271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,271General and
administrative
    
    
    
    
    
    
    693
    
    
    
    569
    
    
    
    
    
    
    
    1,262
    
    
    
    
    
    
    
    259
    
    
    
    482
    
    
    
    
    
    
    
    741Intersegment expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    203
    
    
    
    
    
    
    
    
    
    
    
    (203
    )
    
    
    Reimbursable operating
expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,474
    
    
    
    1,474
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,412
    
    
    
    1,412Total operating expenses
    
    
    15,452
    
    
    
    693
    
    
    
    569
    
    
    
    1,474
    
    
    
    18,188
    
    
    
    3,474
    
    
    
    259
    
    
    
    482
    
    
    
    1,209
    
    
    
    5,424Net operating income (loss)
    
    
    5,586
    
    
    
    98
    
    
    
    (58
    )
    
    
    
    
    
    
    5,626
    
    
    
    1,280
    
    
    
    (241
    )
    
    
    62
    
    
    
    
    
    
    
    1,101Nonoperating expenses(2)
    
    
    12,901
    
    
    
    (6
    )
    
    
    (9
    )
    
    
    
    
    
    
    12,886
    
    
    
    2,232
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,232Income (loss) before
equity in earnings of
unconsolidated entities,
income taxes and minority
interest
    
    
    (7,315
    )
    
    
    104
    
    
    
    (49
    )
    
    
    
    
    
    
    (7,260
    )
    
    
    (952
    )
    
    
    (241
    )
    
    
    62
    
    
    
    
    
    
    
    (1,131
    )Equity in earnings of
unconsolidated entities
    
    
    
    
    
    
    332
    
    
    
    
    
    
    
    
    
    
    
    332
    
    
    
    
    
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    137Income (loss) before taxes
and minority interest(2)
    
    $
    (7,315
    )
    
    $
    436
    
    
    $
    (49
    )
    
    $
    
    
    
    $
    (6,928
    )
    
    $
    (952
    )
    
    $
    (104
    )
    
    $
    62
    
    
    $
    
    
    
    $
    (994
    )
 23




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##### Table of Contents



Student housing leasing
   Third-party development consulting services
    Third-party management services
  24




---



##### Table of Contents



Liquidity and Capital Resources
 Revolving Credit Facility
      Liquidity outlook and capital requirements
  25




---



##### Table of Contents



Pre-development expenditures
  Distributions
     26




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##### Table of Contents



Long-Term Indebtedness
  Fiscal Year Ending2005 (three months ended December 31,)
    
    $
    3742006
    
    
    2,9262007
    
    
    61,2332008
    
    
    27,6182009
    
    
    183,7472010
    
    
    888Thereafter
    
    
    49,048Total
    
    
    325,834Unamortized debt premium
    
    
    3,012Outstanding at September 30, 2005, net of
unamortized premium
    
    $
    328,846
   Off-Balance Sheet Arrangements
  Funds from Operations
    27




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##### Table of Contents



Three Months Ended September 30,
    
    Nine Months Ended September 30,2005
    
    2004
    
    2005
    
    2004Net income (loss)
    
    $
    (7,184
    )
    
    $
    (1,166
    )
    
    $
    (17,542
    )
    
    $
    162Plus student housing
property
depreciation and
amortization of
lease intangibles
    
    
    8,159
    
    
    
    780
    
    
    
    23,438
    
    
    
    2,326Funds from operations
    
    $
    975
    
    
    $
    (386
    )
    
    $
    5,896
    
    
    $
    2,488
 Inflation
  Recent Developments
   
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
  
 Item 4. Controls and Procedures.
   28




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##### Table of Contents



PART II
 OTHER 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 $59.6 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 $6.7 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.
  29




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##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders.
  
 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. 30




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##### Table of Contents



SIGNATURES
  EDUCATION REALTY TRUST, INC.Date: November 14, 2005
    /s/ Paul O. BowerPaul O. BowerPresident, Chief Executive Officer
and Chairman of the Board of Directors
(Principal Executive Officer)Date: November 14, 2005
    /s/ Randall H. BrownRandall H. BrownExecutive Vice President, Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer)Date: November 14, 2005
    /s/ J. Drew KoesterJ. Drew KoesterVice President and Chief Accounting Officer
(Principal Accounting Officer) 31




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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.