Item 1. Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

		June 30, 2010				December 31, 2009
		(Unaudited)
ASSETS
Assets:
Student housing properties, net		$	743,462			$	749,884
Corporate office furniture, net			956				1,118
Cash and cash equivalents			23,348				31,169
Restricted cash			5,167				4,579
Student contracts receivable, net			400				386
Receivable from affiliate			21				18
Management fee receivable from third party			227				277
Goodwill and other intangibles, net			3,070				3,073
Other assets			14,404				14,109
Total assets		$	791,055			$	804,613
LIABILITIES AND EQUITY
Liabilities:
Mortgage and construction loans, net of unamortized premium/discount		$	399,243			$	406,365
Accounts payable			318				235
Accrued expenses			14,390				11,423
Deferred revenue			7,071				10,346
Total liabilities			421,022				428,369
Commitments and contingencies (see Note 6)			—				—
Redeemable noncontrolling interests			10,725				11,079
Equity:
Education Realty Trust, Inc. stockholders’ equity:
Common stock, $.01 par value, 200,000,000 shares authorized, 56,823,288 and 56,705,605 shares issued and outstanding at June 30, 2010 and December 31, 2009, respectively			568				567
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding			—				—
Additional paid-in capital			407,796				410,455
Accumulated deficit			(49,056	)			(48,636	)
Total Education Realty Trust, Inc. stockholders’ equity			359,308				362,386
Noncontrolling interest			—				2,779
Total equity			359,308				365,165
Total liabilities and equity		$	791,055			$	804,613

See accompanying notes to the condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share data)

(Unaudited)

  

		Six months				Six months
		ended				ended
		June 30,				June 30,
		2010				2009
Revenues:
Student housing leasing revenue		$	58,045			$	57,280
Third-party development consulting services			1,341				2,716
Third-party management services			1,573				1,632
Operating expense reimbursements			3,865				4,226
Total revenues			64,824				65,854
Operating expenses:
Student housing leasing operations			26,646				26,099
General and administrative			8,336				7,835
Depreciation and amortization			14,891				14,274
Reimbursable operating expenses			3,865				4,226
Total operating expenses			53,738				52,434
Operating income			11,086				13,420
Nonoperating expenses:
Interest expense			11,129				12,502
Amortization of deferred financing costs			668				519
Interest income			(228	)			(154	)
Gain on extinguishment of debt			—				(830	)
Total nonoperating expenses			11,569				12,037
Income (loss) before equity in earnings of unconsolidated entities, income taxes and discontinued operations			(483	)			1,383
Equity in earnings of unconsolidated entities			86				146
Income (loss) before income taxes and discontinued operations			(397	)			1,529
Income tax expense (benefit)			(176	)			690
Income (loss) from continuing operations			(221	)			839
Loss from discontinued operations			—				(18	)
Net income (loss)			(221	)			821
Less: Net income attributable to the noncontrolling interest			199				157
Net income (loss) attributable to Education Realty Trust, Inc.		$	(420	)		$	664
Earnings per share information:
Income (loss) attributable to Education Realty Trust, Inc. common stockholders per share — basic and diluted:
Continuing operations		$	(0.01	)		$	0.02
Discontinued operations			—				—
Net income (loss) attributable to Education Realty Trust, Inc. common stockholders per share		$	(0.01	)		$	0.02
Weighted average shares of common stock outstanding – basic			56,846,884				28,518,430
Weighted average shares of common stock outstanding – diluted			56,846,884				29,639,425
Amounts attributable to Education Realty Trust, Inc. – common stockholders:
Income (loss) from continuing operations, net of tax		$	(420	)		$	682
Loss from discontinued operations, net of tax			—				(18	)
Net income (loss)			(420	)			664
Distributions per share of common stock		$	0.1000			$	0.2050

See accompanying notes to the condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share data)

(Unaudited)

		Three months				Three months
		ended				ended
		June 30,				June 30,
		2010				2009
Revenues:
Student housing leasing revenue		$	28,394			$	27,967
Third-party development consulting services			648				1,259
Third-party management services			707				723
Operating expense reimbursements			1,957				2,036
Total revenues			31,706				31,985
Operating expenses:
Student housing leasing operations			13,208				12,929
General and administrative			4,036				3,841
Depreciation and amortization			7,475				7,110
Reimbursable operating expenses			1,957				2,036
Total operating expenses			26,676				25,916
Operating income			5,030				6,069
Nonoperating expenses:
Interest expense			5,518				6,150
Amortization of deferred financing costs			334				218
Interest income			(111	)			(105	)
Gain on extinguishment of debt			—				(830	)
Total nonoperating expenses			5,741				5,433
Income (loss) before equity in earnings of unconsolidated entities, income taxes and discontinued operations			(711	)			636
Equity in earnings of unconsolidated entities			7				46
Income (loss) before income taxes and discontinued operations			(704	)			682
Income tax expense (benefit)			(102	)			502
Income (loss) from continuing operations			(602	)			180
Loss from discontinued operations			—				(2	)
Net income (loss)			(602	)			178
Less: Net loss attributable to the noncontrolling interest			(12	)			(53	)
Net income (loss) attributable to Education Realty Trust, Inc.		$	(590	)		$	231
Earnings per share information:
Income (loss) attributable to Education Realty Trust, Inc. common stockholders per share — basic and diluted:
Continuing operations		$	(0.01	)		$	0.01
Discontinued operations			—				—
Net income (loss) attributable to Education Realty Trust, Inc. common stockholders per share		$	(0.01	)		$	0.01
Weighted average shares of common stock outstanding – basic			56,932,903				28,520,344
Weighted average shares of common stock outstanding – diluted			56,932,903				29,641,339
Amounts attributable to Education Realty Trust, Inc. – common stockholders:
Income (loss) from continuing operations, net of tax		$	(590	)		$	233
Loss from discontinued operations, net of tax			—				(2	)
Net income (loss)		$	(590	)		$	231
Distributions per common share		$	0.0500			$	0.1025

See accompanying notes to the condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands, except share data)

(Unaudited)

		Common Stock								Additional
										Paid-In				Accumulated				Noncontrolling
		Shares				Amount				Capital				Deficit				Interest				Total
Balance, December 31, 2008			28,475,855			$	285			$	308,356			$	(41,381	)		$	2,918			$	270,178
Common stock issued to officers and directors			8,000				—				34				—				—				34
Amortization of restricted stock			17,994				—				302				—				—				302
Cash dividends			—				—				(5,846	)			—				(57	)			(5,903	)
PIUs forfeited			—				—				30				—				(30	)			—
PIUs issued			—				—				—				—				13				13
Net income			—				—				—				664				19				683
Balance, June 30, 2009			28,501,849			$	285			$	302,876			$	(40,717	)		$	2,863			$	265,307
Balance, December 31, 2009			56,705,605			$	567			$	410,455			$	(48,636	)		$	2,779			$	365,165
Common stock issued to officers and directors			34,000				—				336				—				—				336
Common stock issued to retire PIUs			50,826				1				196				—				—				197
Amortization of restricted stock			32,857				—				329				—				—				329
PIUs forfeited and redeemed			—				—				2,286				—				(2,767	)			(481	)
Cash dividends			—				—				(5,684	)			—				(22	)			(5,706	)
Offering costs			—				—				(122	)			—				—				(122	)
Net income (loss)			—				—				—				(420	)			10				(410	)
Balance, June 30, 2010			56,823,288			$	568			$	407,796			$	(49,056	)		$	—			$	359,308

See accompanying notes to the condensed consolidated financial statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

		Six months				Six months
		ended				ended
		June 30,				June 30,
		2010				2009
Operating activities:
Net income (loss)		$	(221	)		$	821
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			14,891				14,274
Depreciation included in discontinued operations			—				25
Deferred tax expense			5				156
Loss (gain)  on disposal of assets			14				(23	)
Gain on extinguishment of debt			—				(830	)
Amortization of deferred financing costs			668				519
Loss (gain) on interest rate cap			231				(205	)
Amortization of unamortized debt premiums/discounts			(199	)			(202	)
Distributions of earnings from unconsolidated entities			227				182
Noncash compensation expense related to stock-based incentive awards			382				353
Equity in earnings of unconsolidated entities			(86	)			(146	)
Change in operating assets and liabilities			(3,409	)			9,425
Net cash provided by operating activities			12,503				24,349
Investing activities:
Purchase of corporate furniture and fixtures			(43	)			(84	)
Restricted cash			(588	)			(667	)
Investment in student housing properties			(8,275	)			(4,945	)
Payments on notes receivable			2,078				136
Insurance proceeds received from property damage			—				175
Investment in assets under development			—				(22,676	)
Investment in unconsolidated entities			(40	)			(293	)
Net cash used in investing activities			(6,868	)			(28,354	)
Financing activities:
Payment of mortgage and construction notes			(6,923	)			(1,396	)
Borrowings under mortgage notes and construction loans			—				9,832
Borrowing (repayment) under the Amended Revolver, net			—				(3,300	)
Payment of offering costs			(122	)			—
Debt refund (issuance) costs			6				(427	)
Proceeds from refund of defeasance costs			—				830
Redemption of noncontrolling interests			(167	)			—
Dividends and distributions paid to common and restricted stockholders			(5,684	)			(5,846	)
Dividends and distributions paid to noncontrolling interests			(566	)			(621	)
Net cash used in financing activities			(13,456	)			(928	)
Net decrease in cash and cash equivalents			(7,821	)			(4,933	)
Cash and cash equivalents, beginning of period			31,169				9,003
Cash and cash equivalents, end of period		$	23,348			$	4,070

See accompanying notes to the condensed consolidated financial statements.

 

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		Six months				Six months
		ended				ended
		June 30,				June 30,
		2010				2009
Supplemental disclosure of cash flow information:
Interest paid		$	10,830			$	12,342
Income taxes paid		$	179			$	408

See accompanying notes to the condensed consolidated financial statements.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

(Unaudited)

1. Organization and description of business

Education Realty Trust, Inc. (the “Trust”) was organized in the state of Maryland on July 12, 2004 and commenced operations as a real estate investment trust (“REIT”) effective with the initial public offering (the “Offering”) that was completed on January 31, 2005. Under the Trust’s Articles of Incorporation, as amended, the Trust is authorized to issue up to 200 million shares of common stock and 50 million shares of preferred stock, each having a par value of $0.01 per share.

The Trust operates primarily through a majority-owned Delaware limited partnership, Education Realty Operating Partnership, LP (the “Operating Partnership”). The Operating Partnership owns, directly or indirectly, interests in collegiate student housing communities located near major universities in the United States.

The Trust also provides real estate facility management, development and other advisory services through the following subsidiaries of the Operating Partnership:

•

Allen & O’Hara Education Services, Inc. (“AOES”), a Delaware corporation performing collegiate student housing management activities.

•

Allen & O’Hara Development Company, LLC (“AODC”), a Delaware limited liability company providing development consulting services for third party collegiate student housing communities.

The Trust is subject to the risks involved with the ownership and operation of residential real estate near major universities throughout the United States. The risks include, among others, those normally associated with changes in the demand for housing by students at the related universities, competition for tenants, creditworthiness of tenants, changes in tax laws, interest rate levels, the availability of financing, and potential liability under environmental and other laws.

2. Summary of significant accounting policies

Basis of presentation and principles of consolidation

The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States (“GAAP”). The accompanying condensed consolidated financial statements of the Trust represent the assets and liabilities and operating results of the Trust and its majority owned subsidiaries.

The Trust, as the sole general partner of the Operating Partnership, has the responsibility and discretion in the management and control of the Operating Partnership, and the limited partners of the Operating Partnership, in such capacity, have no authority to transact business for, or participate in the management activities of the Operating Partnership. Accordingly, the Trust accounts for the Operating Partnership using the consolidation method.

All intercompany balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

Interim financial information

The accompanying unaudited interim financial statements include all adjustments, consisting only of normal recurring adjustments, that in the opinion of management are necessary for a fair presentation of the Trust’s financial position, results of operations and cash flows for such periods. Because of the seasonal nature of the business, the operating results and cash flows are not necessarily indicative of results that may be expected for any other interim periods or for the full fiscal year. These financial statements should be read in conjunction with the Trust’s consolidated financial statements and related notes, included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission (the “SEC”).

 

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Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used by management in determining the recognition of third-party development consulting services revenue under the percentage of completion method, useful lives of student housing assets, the valuation of goodwill, the initial valuations and underlying allocations of purchase price in connection with student property acquisitions, the determination of fair value for impairment assessments, and in the recording of the allowance for doubtful accounts. Actual results could differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.  In the condensed consolidated statements of operations, food service revenue had previously been presented separately from student housing leasing revenue. The reclassification of food service revenue to student housing leasing revenue was not material to our condensed consolidated financial statements and had no impact on our previously reported net income, changes in equity, financial position or net cash flows from operations.

Cash and cash equivalents

All highly-liquid investments with a maturity of three months or less when purchased are considered cash equivalents. Restricted cash is excluded from cash for the purpose of preparing the condensed consolidated statements of cash flows. The Trust maintains cash balances in various banks. At times, the amounts of cash may exceed the amount the Federal Deposit Insurance Corporation (“FDIC”) insures.  As of June 30, 2010, the Trust had $16,692 of cash on deposit that was uninsured by the FDIC or in excess of the FDIC limits.

Restricted cash

Restricted cash includes escrow accounts held by lenders for the purposes of paying taxes, insurance, principal and interest and funding capital improvements.

Distributions

The Trust pays regular quarterly cash distributions to stockholders. These distributions are determined quarterly by the Board of Directors (“Board”) based on the operating results, economic conditions, capital expenditure requirements, the REIT annual distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”), leverage covenants imposed by our revolving credit facility and other debt documents, and any other matters the Board deems relevant.

Student housing properties

Land, land improvements, buildings and improvements, and furniture, fixtures and equipment are recorded at cost. Buildings and improvements are depreciated over 15 to 40 years, land improvements are depreciated over 15 years and furniture, fixtures, and equipment are depreciated over 3 to 7 years. Depreciation is computed using the straight-line method for financial reporting purposes over the estimated useful life.

 

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Acquired student housing communities’ results of operations are included in the Trust’s results of operations from the respective dates of acquisition.  Appraisals, estimates of cash flows and valuation techniques are used to allocate the purchase price of acquired property between land, land improvements, buildings and improvements, furniture, fixtures and equipment and identifiable intangibles such as amounts related to in-place leases. On January 1, 2009, the Trust adopted the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), which prospectively changed the requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired.  The guidance also enhanced the disclosures to enable the evaluation of the nature and financial effects of the business combination and requires that pre-acquisition costs be expensed as incurred.  Pre-acquisition costs, which include legal and professional fees and other third-party costs related directly to the acquisition of a community, were accounted for as part of the purchase price prior to the adoption of the guidance issued by the FASB.

Management assesses impairment of long-lived assets to be held and used whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management uses an estimate of future undiscounted cash flows of the related asset based on its intended use to determine whether the carrying value is recoverable. If the Trust determines that the carrying value of an asset is not recoverable, the fair value of the asset is estimated and an impairment loss is recorded to the extent the carrying value exceeds estimated fair value.

When a student housing community has met the criteria to be classified as held for sale, the fair value less cost to sell such asset is estimated. If the fair value less cost to sell the asset is less than the carrying amount of the asset, an impairment charge is recorded for the estimated loss. Depreciation expense is no longer recorded once a student housing community has met the held for sale criteria. Operations of student housing communities that are sold or classified as held for sale are recorded as part of discontinued operations for all periods presented.

Repairs, maintenance and major improvements

The costs of ordinary repairs and maintenance are charged to operations when incurred. Major improvements that extend the life of an asset are capitalized and depreciated over the remaining useful life of the asset. Planned major repair, maintenance and improvement projects are capitalized when performed. In some circumstances, the lenders require the Trust to maintain a reserve account for future repairs and capital expenditures. These amounts are classified as restricted cash as the funds are not available for current use.

Investment in unconsolidated entities

The Operating Partnership accounts for its investments in unconsolidated joint ventures, limited liability companies and limited partnerships using the equity method whereby the cost of an investment is adjusted for the Trust’s share of earnings of the respective investment reduced by distributions received. The earnings and distributions of the unconsolidated joint ventures, limited liability companies and limited partnerships are allocated based on each owner’s respective ownership interests. These investments are classified as other assets in the accompanying condensed consolidated balance sheets.

Deferred financing costs

Deferred financing costs represent costs incurred in connection with acquiring debt facilities. These costs are amortized over the terms of the related debt using a method that approximates the effective interest method. Deferred financing costs, net of amortization, are included in other assets in the accompanying condensed consolidated balance sheets.

Common stock issuances and offering costs

Specific incremental costs directly attributable to the issuance of common stock are charged against the gross proceeds of the related issuance. Accordingly, underwriting commissions and other stock issuance costs are reflected as a reduction of additional paid-in capital in the accompanying condensed consolidated statement of changes in equity.

On June 2, 2010, the Trust entered into two equity distribution agreements.  Pursuant to the terms and conditions of the agreements, the Trust may issue and sell shares of its common stock having an aggregate offering amount of up to $50,000. Sales of the common stock will depend upon market conditions and other factors to be determined by the Trust and may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The Trust has no obligation to sell any of the common stock, and may at any time suspend offers under the agreements or terminate the agreements. As of June 30, 2010, the Trust had incurred $122 in offering costs and sold no common stock under these agreements.

 

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On May 19, 2010, the Trust’s stockholders approved the Education Realty Trust, Inc. Employee Stock Purchase Plan (the “ESPP”). Pursuant to the ESPP, all employees of the Trust are eligible to make periodic purchases of common stock through payroll deductions.  Subject to the discretion of the compensation committee of the board of directors, the purchase price per share of common stock purchased by employees under the ESPP will be 85% of the fair market value on the applicable purchase date.  The Trust has reserved 300,000 shares of common stock for sale under the ESPP, and the compensation committee will serve as the administrator of the ESPP. The ESPP will become effective as of July 1, 2010. 

On July 28, 2009, the Trust completed a follow-on common stock offering, selling 28,175,000 shares of the Trust’s common stock, including 3,675,000 shares issued as a result of the exercise of the underwriters’ overallotment option in full at closing, at a price of $4.35 per share to the public.  The offering generated gross proceeds of $122,561.  The net proceeds to the Trust, after the underwriting discount and other expenses of the offering were approximately $116,133.

Debt premiums/discounts

Differences between the estimated fair value of debt and the principal value of debt assumed in connection with student housing property acquisitions are amortized over the term of the related debt as an offset to interest expense using the effective interest method.

Income taxes

The Trust qualifies as a REIT under the Code. The Trust is generally not subject to federal, state and local income taxes to the extent that it distributes at least 90% of its taxable income for each tax year to its stockholders. REITs are subject to a number of organizational and operational requirements. If the Trust fails to qualify as a REIT in any taxable year, the Trust will be subject to federal, state and local income taxes (including any applicable alternative minimum tax) on its taxable income and property and to federal income and excise taxes on its undistributed income.

The Trust has elected to treat its management company, AOES, as a taxable REIT subsidiary (“TRS”). The TRS is subject to federal, state and local income taxes. AOES manages the Trust’s non-REIT activities which include management services and development services, which are provided through AODC. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse.

The Trust had no unrecognized tax benefits as of June 30, 2010 and 2009.  As of June 30, 2010, the Trust did not expect to record any unrecognized tax benefits.  The Trust, and its subsidiaries, file federal and state income tax returns. As of June 30, 2010, open tax years generally include tax years for 2006, 2007, 2008 and 2009. The Trust’s policy is to include interest and penalties related to unrecognized tax benefits in general and administrative expenses.  At June 30, 2010 and 2009, the Trust had no interest or penalties recorded related to unrecognized tax benefits.

Noncontrolling interests

On January 1, 2009, the Trust adopted the authoritative guidance issued by the FASB that changed the accounting and reporting for noncontrolling interests. The guidance established the accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interests, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated.  The guidance also established disclosure requirements to clearly distinguish between the interests of the parent and the interests of the noncontrolling owners. The units of limited partnership of the Operating Partnership (“Operating Partnership Units”), units of limited partnership of University Towers Operating Partnership, LP (“University Towers Operating Partnership Units”)  and profits interest units (“PIU”) (see Note 9) are now referred to as noncontrolling interests (formerly minority interests).

 

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In connection with the adoption, the Trust also considered the guidance issued by the FASB regarding the classification and measurement of redeemable securities.  The Operating Partnership Units and the University Towers Operating Partnership Units are redeemable at the option of the holder and essentially have the same characteristics as common stock as they participate in net income and distributions. Accordingly, the Trust determined that the Operating Partnership Units and the University Towers Operating Partnership Units met the requirements to be classified outside of permanent equity and are therefore classified as redeemable noncontrolling interests in the accompanying condensed consolidated balance sheets and net income attributable to noncontrolling interests in the accompanying condensed consolidated statement of operations.  The value of redeemable noncontrolling interests is reported at the greater of fair value or historical cost at the end of each reporting period.

 

The PIUs were determined to be noncontrolling interests that were not redeemable and accordingly these amounts were reclassified to equity in the accompanying condensed consolidated balance sheets and statements of changes in equity.  The PIU holder’s share of income or loss is reported in the accompanying condensed consolidated statements of operations as net income attributable to noncontrolling interests. During the three months ended June 30, 2010, all of the outstanding PIUs were redeemed by the Trust for $167 of cash and 50,826 shares of common stock (see Note 9).

Earnings per share

Basic earnings per share is calculated by dividing net earnings available to shares of common stock by weighted average shares of common stock outstanding. Diluted earnings per share is calculated similarly, except that it includes the dilutive effect of the assumed exercise of potentially dilutive securities. Beginning January 1, 2009, the Trust adopted the authoritative guidance regarding the determination of whether certain instruments are participating securities.  All unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are to be included in the computation of earnings per share under the two-class method.  This resulted in shares of unvested restricted stock being included in the computation of basic earnings per share for all periods presented. The adoption did not have a material impact on the condensed consolidated financial statements.

As of June 30, 2010, the following potentially dilutive securities were outstanding but were not included in the computation of diluted earnings per share because the effects of their inclusion would be anti-dilutive:

		2010
Operating Partnership units			903,738
University Towers Operating Partnership units			207,257
Total potentially dilutive securities			1,110,995

A reconciliation of the numerators and denominators for the basic and diluted earnings per share computation is not presented, as the Trust reported a loss from continuing operations for the three and six months ended June 30, 2010, and therefore the effect of the inclusion of all potentially dilutive securities would be anti-dilutive when computing diluted earnings per share; thus, the computation for both basic and diluted earnings per share is the same.

The following reconciles the basic and diluted weighted average shares for the three and six months ended June 30, 2009:

		Three months				Six months
		ended June 30,				ended June 30,
		2009				2009
Basic weighted average common shares outstanding			28,520,344				28,518,430
Operating Partnership units			913,738				913,738
University Towers Operating Partnership units			207,257				207,257
Diluted weighted average common shares outstanding			29,641,339				29,639,425

 

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Goodwill and other intangible assets

Goodwill is tested annually for impairment as of December 31, and is tested for impairment more frequently if events and circumstances indicate that the assets might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. The accumulated impairment loss recorded by the Trust as of December 31, 2008 is $388. No additional impairment has been recorded through June 30, 2010. The carrying value of goodwill was $3,070 at June 30, 2010 and December 31, 2009, of which $2,149 was recorded on the management services segment and $921 was recorded on the development consulting services segment.  Goodwill is not subject to amortization.  Other intangible assets generally include in-place leases and management contracts acquired in connection with acquisitions and are amortized over the estimated life of the lease/contract term. There were no other intangible assets at June 30, 2010 and $3 at December 31, 2009.

Comprehensive income

The Trust follows the authoritative guidance issued by the FASB relating to the reporting and display of comprehensive income and its components. For all periods presented, comprehensive income is equal to net income.

Revenue recognition

The Trust recognizes revenue related to leasing activities at the student housing communities owned by the Trust, management fees related to managing third-party student housing communities, development consulting fees related to the general oversight of third-party student housing development and operating expense reimbursements for payroll and related expenses incurred for third-party student housing communities managed by the Trust.

Student housing leasing revenue — Student housing leasing revenue is comprised of all activities related to leasing and operating the student housing communities and includes revenues from leasing apartments by the bed, food services, parking lot rentals and providing certain ancillary services. This revenue is reflected in student housing leasing revenue in the accompanying condensed consolidated statements of operations. Students are required to execute lease contracts with payment schedules that vary from annual to monthly payments. Generally, the Trust requires each executed leasing contract to be accompanied by a signed parental guarantee. Receivables are recorded when billed. Revenues and related lease incentives and nonrefundable application and service fees are recognized on a straight-line basis over the term of the contracts. At certain student housing facilities, the Trust offers parking lot rentals to the tenants. The related revenues are recognized on a straight-line basis over the term of the related agreement.

Third-party development services revenue — The Trust provides development consulting services in an agency capacity with third parties whereby the fee is determined based upon the total construction costs. Total fees vary from 3-5% of the total estimated costs, and the Trust typically receives a portion of the fees up front. These fees, including the up-front fee, are recognized using the percentage of completion method in proportion to the contract costs incurred by the owner over the course of construction of the respective projects.  Occasionally, the development consulting contracts include a provision whereby the Trust can participate in project savings resulting from successful cost management efforts. These revenues are recognized once all contractual terms have been satisfied and no future performance requirements exist. This typically occurs after construction is complete.  For the six months ended June 30, 2010 and 2009, there was no revenue recognized related to cost savings agreements on development projects.

Third-party management services revenue — The Trust enters into management contracts to manage third-party student housing facilities. Management revenues are recognized when earned in accordance with each management contract. Incentive management fees are recognized when the incentive criteria have been met.

Operating expense reimbursements — The Trust pays certain payroll and related costs to operate third-party student housing communities that are managed by the Trust. Under the terms of the related management agreements, the third-party property owners reimburse these costs. The amounts billed to the third-party owners are recognized as revenue.

Costs related to third party development consulting services

Costs associated with the pursuit of development consulting contracts are expensed as incurred, until such time that management has been notified of a contract award. At such time, the reimbursable costs are recorded as receivables and are reflected as other assets in the accompanying condensed consolidated balance sheets.

 

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Recent accounting pronouncements

In May 2009, the FASB issued new authoritative guidance on subsequent events.  The new guidance is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this standard sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.  This guidance is effective for financial statements issued for fiscal years and interim periods beginning after June 15, 2009 and is applied prospectively.  The Trust adopted this authoritative guidance during the three months ended September 30, 2009. In February 2010, the FASB amended the authoritative guidance on subsequent events to remove the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. The new guidance is effective upon issuance and had no impact on the Trust’s consolidated financial statements.

In June 2009, the FASB issued guidance to establish only two levels of GAAP, authoritative and nonauthoritative. The FASB Accounting Standards Codification (the “Codification”) is the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification is nonauthoritative. This standard is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009.  As the Codification was not intended to change or alter existing GAAP, it did not have any impact on the consolidated financial statements.

In June 2009, the FASB issued authoritative guidance to improve financial reporting by enterprises involved with variable interest entities. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2009, with early adoption prohibited. The adoption had no impact on the Trust’s consolidated financial statements.

In January 2010, the FASB updated the authoritative guidance for accounting and reporting for decreases in ownership of a subsidiary. The updated guidance clarifies the scope of the guidance related to a decrease in ownership provisions and expands the disclosures related to the deconsolidation of a subsidiary or group of assets. The updated guidance is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2009.  The adoption had no impact on the Trust’s consolidated financial statements.

3. Investments in unconsolidated entities

As of June 30, 2010, the Trust had investments, directly or indirectly, in the following active unconsolidated joint ventures, limited liability companies and limited partnerships that are accounted for under the equity method:

•

University Village-Greensboro LLC, a Delaware limited liability company, 25% owned by the Operating Partnership

•

WEDR Riverside Investors V, LLC, a Delaware limited liability company, 10% owned by the Operating Partnership

•

APF EDR, LP, a Delaware limited partnership, 10% owned by the Operating Partnership

•

APF EDR Food Services, LP, a Delaware limited partnership, 10% owned by the Operating Partnership

•

WEDR Stinson Investors V, LLC, a Delaware limited liability company, 10% owned by the Operating Partnership

The following is a summary of financial information for the Trust’s unconsolidated joint ventures, limited liability companies and limited partnerships for the six months ended June 30, 2010 and 2009:

		2010				2009
Results of Operations:
Revenues		$	8,005			$	8,672
Net income			230				626
Equity in earnings of unconsolidated entities		$	86			$	146

 

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These entities primarily own collegiate student housing communities which are managed by the Trust.  As of June 30, 2010 and December 31, 2009, the Trust’s investment in unconsolidated entities totaled $1,348 and $1,450, respectively.

4. Debt

Revolving credit facility

On November 20, 2009, the Operating Partnership entered into a Second Amended and Restated Credit Agreement (the “Second Amended Revolver”). The Second Amended Revolver amended and restated the existing secured revolving credit facility dated March 30, 2006 (the “Amended Revolver”).  The previous facility had a maximum availability of $100,000 and was scheduled to mature on March 30, 2010.  The Second Amended Revolver has a maximum availability of $95,000 and within the first two years of the agreement may be expanded to a total of $150,000 upon satisfaction of certain conditions.

Availability under the Second Amended Revolver is limited to a “borrowing base availability” equal to the lesser of (i) 60% of the property asset value (as defined in the agreement) of the properties securing the Second Amended Revolver and (ii) the loan amount which would produce a debt service coverage ratio of no less than 1.40. As of June 30, 2010, our borrowing base was $43,364, we had no amounts outstanding under the Second Amended Revolver and we had a letter of credit outstanding of $1,500 (see Note 6); thus, our remaining borrowing base availability was $41,864.

The Trust serves as the guarantor for any funds borrowed by the Operating Partnership under the Second Amended Revolver. Additionally, the Second Amended Revolver is secured by a cross-collateralized, first mortgage lien on five otherwise unmortgaged properties. The Second Amended Revolver matures on November 20, 2012, provided that the Operating Partnership may extend the maturity date for one year subject to certain conditions. The interest rate per annum applicable to the Second Amended Revolver is, at the Operating Partnership’s option, equal to a base rate or London InterBank Offered Rate (“LIBOR”) plus an applicable margin based upon our leverage.

The Second Amended Revolver contains customary affirmative and negative covenants and contains financial covenants that, among other things, require the Trust and its subsidiaries to maintain certain minimum ratios of “EBITDA” (earnings before payment or charges of interest, taxes, depreciation, amortization or extraordinary items) as compared to interest expense and total fixed charges. The financial covenants also include consolidated net worth and leverage ratio tests. As of June 30, 2010, the Trust was in compliance with all debt covenants.

The Trust is prohibited from making distributions unless either of the following conditions is met: (a) after giving effect to the distribution, the total leverage ratio is less than or equal to 65% prior to November 20, 2012, and less than or equal to 60% thereafter; or (b) the distribution, when considered along with all other distributions for the last 3 quarters, does not exceed 90% of funds from operations for the applicable period.

During the year ended December 31, 2009, the Trust used $30,600 of the proceeds received in connection with the follow-on common stock offering that was conducted in July 2009 (see Note 2) to repay the outstanding balance of the Amended Revolver.

Mortgage and construction debt

At June 30, 2010, the Trust had outstanding mortgage and construction indebtedness of $398,645 (excluding unamortized debt premium of $598). $23,895 relates to construction debt that is disclosed below and $132,295 pertains to outstanding mortgage debt that is secured by the underlying student housing properties or leaseholds bearing interest at fixed rates ranging from 4.92% to 6.97%.  The remaining $242,455 of the outstanding mortgage indebtedness relates to the Fannie Mae master secured credit facility that the Trust entered into on December 31, 2008 and expanded on December 2, 2009 (the “Master Secured Credit Facility”).  $48,975 of the outstanding amount under the Master Secured Credit Facility bears interest at variable rates based on the 30-day LIBOR plus an applicable margin (3.67%). The remaining outstanding balance of $193,480 bears interest at a weighted average fixed rate of 5.88%. 

 

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In order to hedge the interest rate risk associated with the variable rate loans under the Master Secured Credit Facility, the Operating Partnership purchased an interest rate cap from the Royal Bank of Canada on December 22, 2008 for $120.  The notional amount of the cap is $49,874, the cap will terminate on December 31, 2013 and the cap rate is 7.0% per annum.  The Operating Partnership has chosen not to designate the cap as a hedge and will recognize all gains or losses associated with this derivative instrument in earnings.  At June 30, 2010 and December 31, 2009, the cap had a value of $55 and $286, respectively, and is classified in other assets in the accompanying condensed consolidated balance sheets.

At June 30, 2010, we had borrowed $10,759 and $4,310 on construction loans with availability of $11,000 and $12,285, respectively, related to the development of a wholly owned student apartment community near Southern Illinois University (Carbondale) (see Note 7). The loans bear interest equal to LIBOR plus 110 and 200 basis point margins, respectively, and were interest only through June 14, 2010. On June 14, 2010, the Trust paid down $5,013 of the outstanding construction debt and extended the maturity date until June 28, 2012. Going forward, annually, a debt service coverage ratio calculated on a rolling 12 months basis, of not less than 1.25 to 1, must be maintained with principal and interest being repaid on a monthly basis.

At June 30, 2010, the Trust had $8,826 outstanding on a $14,300 construction loan related to the development of a wholly-owned student apartment community at Syracuse University (see Note 7). The loan bears interest equal to LIBOR plus a 110 basis point margin and is interest only through September 29, 2011. Commencing with the quarter ended June 30, 2011, and annually thereafter, a debt service coverage ratio calculated on a rolling 12 month basis, of not less than 1.25 to 1, must be maintained in order to extend the loan until September 29, 2013, with principal and interest being repaid on a monthly basis.

The scheduled maturities of outstanding mortgage and construction indebtedness at June 30, 2010 are as follows:

Fiscal Year Ending
2010 (6 months ending December 31, 2010)		$	2,166
2011			13,357
2012			83,080
2013			33,028
2014			100,115
Thereafter			166,899
Total			398,645
Unamortized debt premium/discounts			598
Outstanding at June 30, 2010, net of unamortized premiums		$	399,243

At June 30, 2010, the outstanding mortgage and construction debt had a weighted average interest rate of 5.38% and carried a weighted average term to maturity of 4.71 years.

5. Segments

The Trust defines business segments by their distinct customer base and service provided. The Trust has identified three reportable segments: student housing leasing, development-consulting services and management services. Management evaluates each segment’s performance based on pretax income and on net operating income, which is defined as income before depreciation, amortization, impairment losses, interest expense (income), gains (losses) on extinguishment of debt, equity in earnings of unconsolidated entities, and noncontrolling interests. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intercompany fees are reflected at the contractually stipulated amounts. Discontinued operations are not included in segment reporting as management addresses these items on a corporate level. The following table represents segment information for the six months ended June 30, 2010 and 2009:

 

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		Six Months Ended June 30, 2010																				Six Months Ended June 30, 2009
		Student				Development																Student				Development
		Housing				Consulting				Management												Housing				Consulting				Management
		Leasing				Services				Services				Eliminations				Total				Leasing				Services				Services				Eliminations				Total
Segment revenues:
Student housing leasing revenue		$	58,045				—				—				—				58,045			$	57,280			$	—			$	—			$	—			$	57,280
Third-party development consulting services			—				1,341				—				—				1,341				—				2,716				—				—				2,716
Third-party management services			—				—				1,573				—				1,573				—				—				1,632				—				1,632
Intersegment revenues			—				—				2,196				(2,196	)			—				—				1,048				2,186				(3,234	)			—
Operating expense reimbursements			—				—				—				3,865				3,865				—				—				—				4,226				4,226
Total segment revenues			58,045				1,341				3,769				1,669				64,824				57,280				3,764				3,818				992				65,854
Segment operating expenses:
Student housing leasing operations			26,646				—				—				—				26,646				26,099				—				—				—				26,099
General and administrative			—				1,620				3,917				—				5,537				—				1,481				3,679				(81	)			5,079
Intersegment expenses			2,196				—				—				(2,196	)			—				2,186				—				—				(2,186	)			—
Reimbursable operating expenses			—				—				—				3,865				3,865				—				—				—				4,226				4,226
Total segment operating expenses			28,842				1,620				3,917				1,669				36,048				28,285				1,481				3,679				1,959				35,404
Net operating income (loss)			29,203				(279	)			(148	)			—				28,776				28,995				2,283				139				(967	)			30,450
Nonoperating expenses(1)			25,955				(48	)			—				—				25,907				25,796				(42	)			—				—				25,754
Income (loss) before equity in earnings (losses) of unconsolidated entities, income taxes and discontinued operations			3,248				(231	)			(148	)			—				2,869				3,199				2,325				139				(967	)			4,696
Equity in earnings (losses) of unconsolidated entities			86				—				—				—				86				148				(2	)			—				—				146
Income (loss) before income taxes and discontinued operations(2)		$	3,334			$	(231	)		$	(148	)		$	—			$	2,955			$	3,347			$	2,323			$	139			$	(967	)		$	4,842
Total segment assets, as of June 30, 2010 and December 31, 2009 (3)		$	759,134			$	5,362			$	4,371			$	—			$	768,867			$	766,655			$	3,742			$	5,535			$	—			$	775,932

(1)

Nonoperating expenses include interest expense, interest income, gains (losses) on the extinguishment of debt, amortization of deferred financing costs, depreciation, amortization of intangibles and impairment losses on assets. Certain expenses, which are classified as operating expenses in the condensed consolidated financial statements, are classified as nonoperating expenses for presentation purposes above based on how management evaluates segment operating performance.

(2)	The following is a reconciliation of the reportable segments’ income before income taxes and discontinued operations to the Trust’s consolidated income (loss) before income taxes and discontinued operations for the six months ended June 30:

 

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		2010				2009
Income before income taxes and discontinued operations for reportable segments		$	2,955			$	4,842
Other unallocated corporate expenses			(3,352	)			(3,313	)
Income (loss) before income taxes and discontinued operations		$	(397	)		$	1,529

(3)

The decrease in segment assets related to student housing leasing is primarily related to depreciation.  The increase in segment assets related to development consulting services is primarily due to increases in the receivables for reimbursable project costs of $1,693 related to the developments at East Stroudsburg University, Mansfield University of Pennsylvania and Johns Hopkins University. These increases were offset by collections of reimbursable project costs of $869 related to the developments at Colorado State University- Pueblo and SUNY College of Environmental Science and Forestry. Additionally, development fee receivables increased $634 related to the developments at Indiana University of Pennsylvania and Colorado State University- Pueblo.

The following table represents segment information for the three months ended June 30, 2010 and 2009:

		Three Months Ended June 30, 2010																				Three Months Ended June 30, 2009
		Student				Development																Student				Development
		Housing				Consulting				Management												Housing				Consulting				Management
		Leasing				Services				Services				Eliminations				Total				Leasing				Services				Services				Eliminations				Total
Segment revenues:
Student housing leasing revenue		$	28,394			$	—			$	—			$	—			$	28,394			$	27,967			$	—			$	—			$	—			$	27,967
Third-party development consulting services			—				648				—				—				648				—				1,259				—				—				1,259
Third-party management services			—				—				707				—				707				—				—				723				—				723
Intersegment revenues			—				—				1,065				(1,065	)			—				—				574				1,061				(1,635	)			—
Operating expense reimbursements			—				—				—				1,957				1,957				—				—				—				2,036				2,036
Total segment revenues			28,394				648				1,772				892				31,706				27,967				1,833				1,784				401				31,985
Segment operating expenses:
Student housing leasing operations			13,208				—				—				—				13,208				12,929				—				—				—				12,929
General and administrative			—				842				1,811				—				2,653				—				749				1,711				(44	)			2,416
Intersegment expenses			1,065				—				—				(1,065	)			—				1,061				—				—				(1,061	)			—
Reimbursable operating expenses			—				—				—				1,957				1,957				—				—				—				2,036				2,036
Total segment operating expenses			14,273				842				1,811				892				17,818				13,990				749				1,711				931				17,381
Net operating income (loss)			14,121				(194	)			(39	)			—				13,888				13,977				1,084				73				(530	)			14,604
Nonoperating expenses(1)			12,963				(25	)			—				—				12,938				12,367				(31	)			—				—				12,336
Income (loss) before equity in earnings (losses) of unconsolidated entities, income taxes and discontinued operations			1,158				(169	)			(39	)			—				950				1,610				1,115				73				(530	)			2,268
Equity in earnings (losses) of unconsolidated entities			7				—				—				—				7				48				(2	)			—				—				46
Income (loss) before income taxes and discontinued operations(2)		$	1,165			$	(169	)		$	(39	)		$	—			$	957			$	1,658			$	1,113			$	73			$	(530	)		$	2,314

 

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(1)

Nonoperating expenses include interest expense, interest income, gains (losses) on the extinguishment of debt, amortization of deferred financing costs, depreciation, amortization of intangibles and impairment losses on assets. Certain expenses, which are classified as operating expenses in the condensed consolidated financial statements, are classified as nonoperating expenses for presentation purposes above based on how management evaluates segment operating performance.

(2)	The following is a reconciliation of the reportable segments’ income before income taxes and discontinued operations to the Trust’s consolidated income (loss) before income taxes and discontinued operations for the three months ended June 30:

		2010				2009
Income before income taxes and discontinued operations for reportable segments		$	957				2,314
Other unallocated corporate expenses			(1,661	)			(1,632	)
Income (loss) before income taxes and discontinued operations		$	(704	)			682

6. Commitments and contingencies

In connection with the acquisition of certain of the Trust’s properties, the previous owner disclosed to the Trust in 2004 that, in June 2001, the United States Department of Justice (“DOJ”) had notified the previous owner of an on-going investigation regarding possible violations of the Americans with Disabilities Act of 1990 (“ADA”) and the Fair Housing Amendments Act of 1988 (“FHAA”). The previous owner disclosed to us in 2004 that DOJ had reviewed the property plans for certain of its properties, that DOJ had not issued a report regarding its review, that in October 2002, DOJ had indicated to the previous owner that the investigation was being delayed for an undetermined period of time, and that DOJ had not contacted the previous owner between 2002 and August 2004. In February 2010, DOJ served a subpoena on the Trust seeking access to one of the purchased properties in connection with a complaint filed by DOJ in March 2009 against the previous owner.  On April 12, 2010, the DOJ inspected the property and found violations in the construction and design of the property as shown in the DOJ’s subsequent report filed with the court on May 12, 2010. At this stage, the DOJ has represented that no EDR entity is a target of its investigation and that its action is limited to design and construction defects created by the previous owner in the original construction of the property. The investigation has not been resolved and, at this point, no conclusion can be reached regarding what will be required to conclude it or whether it will result in a dispute or legal proceedings between the Trust and DOJ or the previous owner. Noncompliance with the ADA and the FHAA could result in the imposition of injunctive relief, fines, awards of damages to private litigants or additional capital expenditures to remedy such noncompliance. The Trust is unable to predict the outcome of the DOJ’s investigation.

The Operating Partnership entered into a letter of credit agreement in conjunction with the closing of the acquisition of a student housing community at the University of Florida. The letter of credit remains outstanding in the amount of $1,500 at June 30, 2010 and is secured by the Second Amended Revolver.

On May 10, 2006, the Operating Partnership guaranteed $23,200 of construction debt held by University Village-Greensboro LLC (“LLC”) in order to receive a 25% ownership stake in the venture with College Park Apartments. Construction was completed, and the student housing community was occupied in August 2007.  The construction loan was refinanced in June of 2010 and the Operating Partnership no longer guarantees the debt.  In October of 2007, the Operating Partnership entered into a note receivable with the LLC in the amount of $845.   On October 30, 2008, the LLC borrowed an additional $1,200, which was also guaranteed by the Operating Partnership that was repaid on November 10, 2009. The Operating Partnership loaned the LLC an additional $1,200 in order to repay this loan by increasing the note receivable due to the Operating Partnership to $2,021 and amending the maturity date to December 31, 2019.  At December 31, 2009, the note had an outstanding balance of $2,021, is reflected in other assets in the accompanying condensed consolidated balance sheet and was subordinated to the construction debt held by the LLC.  In June of 2010, the note receivable was repaid in full when the construction loan held by the LLC was refinanced as discussed above.

 

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As owners and operators of real estate, environmental laws impose ongoing compliance requirements on the Trust. The Trust is not aware of any environmental matters or liabilities with respect to the student housing communities that would have a material adverse effect on the Trust’s consolidated financial condition or results of operations.

In the normal course of business, the Trust is subject to claims, lawsuits and legal proceedings. While it is not possible to ascertain the ultimate outcome of such matters, in management’s opinion, the liabilities, if any, in excess of amounts provided or covered by insurance, are not expected to have a material adverse effect on our financial position, results of operations or liquidity.

Under the terms of the limited partnership agreement of University Towers Operating Partnership, LP, so long as the contributing owners of such property hold at least 25% of the University Towers Partnership Units, the Trust has agreed to maintain certain minimum amounts of debt on the property to avoid triggering gain to the contributing owners. If the Trust fails to do this, the Trust must repay the contributing owners the amount of taxes they incur.

Under the terms of the purchase agreement with Place Properties, L.P., the Trust remains a party to a tax indemnification agreement whereby a payment could be required to be made to the former owner if any of the Place-communities are sold within five years of the purchase date.  The contingency expires in January 2011.

After being awarded a development consulting contract, the Trust will enter into predevelopment consulting contracts with educational institutions to develop student housing communities on their behalf.  The Trust will enter into reimbursement agreements that provide for the Trust to be reimbursed for the predevelopment costs incurred prior to the institution’s governing body formally approving the final development contract.  At June 30, 2010 and December 31, 2009, the Trust had reimbursable predevelopment costs of $2,905 and $1,563, respectively, which are reflected in other assets in the accompanying condensed consolidated balance sheets.

7. Acquisition and development of real estate investments

On June 28, 2007, the Trust acquired land in Carbondale, Illinois for $1,099 in order to develop a wholly owned student apartment community near Southern Illinois University. After the acquisition, the Trust incurred an additional $20,580 and $11,797 in costs to develop the first and second phases of the development which opened in August of 2008 and 2009, respectively.

During 2008, the Trust also began development of a wholly-owned student apartment community located on the campus of Syracuse University. The Trust incurred $25,792 in costs to develop the community which opened in August of 2009.  In addition, the Trust owns and manages the community under a long-term ground lease from Syracuse University.

All costs related to the completed developments discussed above are classified in student housing properties, net in the accompanying condensed consolidated balance sheets.

8. Disposition of real estate investments and discontinued operations

On April 7, 2009, the Trust sold the College Station student housing community for a purchase price of $2,550.  The Trust received proceeds of $250 and a note receivable of $2,300. The note was interest only and accrued interest at a rate of 3% per annum through August 31, 2009 and matures on December 31, 2010 (the option to extend from December 31, 2009 to December 31, 2010 was exercised in September 2009). Beginning on September 1, 2009, the note accrues interest at a rate of 6% per annum and is payable in monthly installments through maturity. All unpaid principal and interest is due at maturity. However, if no default exists at the maturity date, the note may be extended to June 30, 2011. The note would remain interest only at a rate of 6% per annum payable in monthly installments through December 31, 2010; thereafter, payments of principal and interest (at a rate of 6% per annum) would be made on a monthly basis. Any unpaid principal and interest would be due in full on June 30, 2011.  The resulting net gain on disposition of approximately $374 has been deferred against the note receivable.

 

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The results of operations of College Station are reflected as discontinued operations in the accompanying condensed consolidated statement of operations for the three and six months ended June 30, 2009. The following table summarizes income/(loss) from discontinued operations, net of noncontrolling interests, for the three and six months ended June 30, 2009:

 

		Three months				Six months
		Ended June 30,				Ended June 30,
		2009				2009
Student housing leasing revenue		$	10			$	131
Student housing leasing operating expenses			12				124
Depreciation and amortization			—				25
Loss from discontinued operations attributable to Education Realty Trust, Inc.		$	(2	)		$	(18	)

 

9. Incentive plan

The Trust adopted the Education Realty Trust, Inc. 2004 Incentive Plan (the “Plan”) effective January 31, 2005. The Plan provides for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock-based incentive awards and PIUs to employees, directors and other key persons providing services to the Trust.  As of June 30, 2010, the Trust had 648,000 of its common stock reserved for issuance pursuant to the Plan, subject to adjustments for changes in the Trust’s capital structure, including share splits, dividends and recapitalizations. The number of shares reserved under the Plan is also subject to an annual adjustment, beginning on January 1, 2006, so that the total number of shares reserved under the Plan is equal to 4% of the aggregate number of shares outstanding on the last day of the preceding fiscal year; provided that such annual increase generally may not exceed 80,000 shares.

A restricted stock award is an award of the Trust’s common stock that is subject to restrictions on transferability and other restrictions as the Trust’s compensation committee determines in its sole discretion on the date of grant. The restrictions may lapse over a specified period of employment or the satisfaction of pre-established criteria as our compensation committee may determine. Except to the extent restricted under the award agreement, a participant awarded restricted shares will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends or distributions on the shares. Restricted stock is generally taxed at the time of vesting. At June 30, 2010 and December 31, 2009, unearned compensation related to restricted stock totaled $1,042 and $40, respectively, and will be recorded as expense over the applicable vesting period. The value is determined based on the market value of the Trust’s common stock on the grant date. During each of the six months ended June 30, 2010 and 2009, compensation expense of $212 and $302, respectively, was recognized in the accompanying condensed consolidated statements of operations, related to the vesting of restricted stock.

On January 11, 2010, the Trust issued 50,000 shares of restricted common stock to an executive as an inducement to enter into an employment agreement with the Trust.  The restricted stock will lapse ratably over five years as long as the executive remains employed with the Trust. The award was granted outside of the Plan described above pursuant to Section 303A.08 of the New York Stock Exchange Listed Company Manual.  Additionally, on April 13, 2010, the Trust issued 30,000 shares of restricted common stock to an executive pursuant to the Plan discussed above.  The restrictions on the shares will lapse ratably over 5 years as long as the executive remains employed by the Trust.

On March 11, 2010, the Trust adopted the 2010 Long-Term Incentive Plan (the “LTIP”).  The purpose of the LTIP is to attract, retain and motivate the executive officers and certain key employees of the Trust and to promote the long-term growth and profitability of the Trust.  On April 13, 2010, the Trust issued 136,000 shares of time vested restricted stock and 204,000 performance vested restricted stock units (“RSUs”) to executives and key employees under the LTIP pursuant to the Plan described above.  The restricted stock will vest ratably over three years as long as the participants remain employed with the Trust.  The RSUs will vest based upon the Trust’s achievement of total stockholder returns at specified levels as compared to the average total stockholder returns of a peer group of companies over the period of time beginning January 1, 2010 to January 1, 2013 (the “Performance Period”). At the end of the Performance Period, the compensation committee of the Board will determine the level and the extent to which the performance goal was achieved. RSUs that satisfy the performance goal will be converted into fully-vested shares of the Trust’s common stock and taxed at the time of vesting.  Prior to vesting, the participants are not eligible to vote or receive dividends or distributions on the RSUs. At June 30, 2010, unearned compensation related to RSUs totaled $586 and will be recorded as expense over the applicable vesting period. The value was determined using a Monte Carlo simulation technique. During the six months ended June 30, 2010, compensation expense of $117 was recognized in the accompanying condensed consolidated statement of operations, related to the vesting of RSUs.

 

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PIUs were units in a limited liability company controlled by the Trust that held a special class of partnership interests in the Operating Partnership.  On June 3, 2010, the Trust redeemed all of the outstanding PIUs for $167 cash and 50,826 shares of the Trust’s common stock.  For purposes of the Plan, each PIU was deemed equivalent to an award of one share of the Trust’s common stock and entitled the owner of such unit to receive the same quarterly per unit distributions as one common unit of the Operating Partnership. PIUs did not have full parity with Operating Partnership Units with respect to liquidating distributions; therefore, the value of PIUs was less than the value of the Trust’s common stock. The grant or vesting of PIUs was not a taxable transaction to recipients. Conversely, we did not receive any tax deductions for compensation expense from the granting of PIUs. PIUs are treated as noncontrolling interests in the accompanying condensed consolidated financial statements at an amount equal to the holders’ ownership percentage of the net equity of the Operating Partnership.

Total noncash compensation cost recognized in general and administrative expense in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2010 and 2009, was $382 and $353, respectively.  Additionally during each of the six months ended June 30, 2010 and 2009, the Trust issued 4,000 shares of common stock to an executive officer pursuant to the Plan and 30,000 shares to its independent directors pursuant to the Plan.

A summary of the stock-based incentive plan activity as of and for the six months ended June 30, 2010 is as follows:

										Stock
		RSUs				PIU’s				Awards (1)				Total
Outstanding at December 31, 2009			—				275,000				216,000				491,000
Granted			—				—				54,000				54,000
Forfeited			—				(62,500	)			—				(62,500	)
Outstanding at March 31, 2010			—				212,500				270,000				482,500
Granted			204,000				—				246,826				450,826
Redeemed			—				(192,500	)			—				(192,500	)
Forfeited			—				(20,000	)			—				(20,000	)
Outstanding at June 30, 2010			204,000				—				516,826				720,826
Vested at June 30, 2010			—				—				276,496				276,496

(1)

Includes restricted stock awards.

10. Subsequent events

Our board of directors declared a distribution of $0.05 per share of common stock for the quarter ended on June 30, 2010. The distribution is payable on August 16, 2010 to stockholders of record at the close of business on July 30, 2010.

On July 14, 2010, the Trust entered into definitive agreements for the development, financing and management of a $60,000, 20-story, 572-bed graduate student housing complex at the Science + Technology Park at Johns Hopkins Medical Institute.  The Trust extended an $18,000 second mortgage loan to the owner. This second mortgage loan has a thirty- year amortization and its debt service is subordinated to that of the construction loan. In addition the Trust has committed to provide a guarantee of repayment of a $42,000 third-party construction loan for a fee if such is ultimately obtained.  The Trust has also committed to fund the $42,000 construction loan if such financing cannot be obtained from a third-party lender.  Accordingly, in the event that the construction financing is not obtained from a third-party lender, the Trust would provide the entire $60,000 necessary to finance the project. The project will have a $2,500 annual reserve to fund any operating shortfalls. The second mortgage loan and related debt service are the first at risk if such reserve is not adequate to cover operating expenses and debt service on the construction loan.

 

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In July 2010, the University of Texas Board of Regents selected the Trust to be the ground tenant to develop, own and manage a new high-rise apartment community near the core of the University of Texas at Austin campus.  This will be the Trust’s third wholly owned development and second project under the ONE Plan.   As opposed to our third-party development services, all exposure to risks and capital requirements for these developments remain with the Trust.

On August 1, 2010, the Trust leased the student housing community known as Collegiate Village located in Macon, Georgia to Macon State College (“MSC”) for monthly rent of $30 for a period of one year.  MSC will operate and manage the property while the lease is in place.  MSC has the option to renew the lease for one additional year or has the option to purchase the property for $7,500 plus the cost of capital improvements made at the request of MSC.  The purchase option can be exercised at any time between February 28, 2011 and July 31, 2011.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(Dollars in thousands, except selected property information and share data)

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q (“Report”) and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2009. Certain statements contained in this Report 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 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, 2009 and “Part II, Item IA.-Risk Factors” below.  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.

All references to “we,” “our,” “us,” “EDR,” “Trust” and the “Company” in this Report mean Education Realty Trust, Inc. and its consolidated subsidiaries, except where it is made clear that the term means only Education Realty Trust, Inc.

Overview

We are a self-managed and self-advised real estate investment trust (“REIT”) engaged in the ownership, acquisition and management of high-quality collegiate student housing communities. We also provide student housing development consulting services to universities, charitable foundations and other third parties. We believe that we are one of the largest private owners, developers and managers of high-quality collegiate student housing communities in the United States in terms of both total beds owned and under management.

We earn income from rental payments we receive as a result of our ownership of student housing communities. We also earn income by performing property management services and development consulting services for third parties through Allen & O’Hara Education Services, Inc. (“AOES”) and Allen & O’Hara Development Company, LLC (“AODC”), respectively. While we manage 100% of the communities we own, we do not recognize any fee income from their management on a consolidated basis. Furthermore, we do not recognize development fee income on a consolidated basis for communities that are being developed for ownership by the Trust.

We have elected to be taxed as a REIT for federal income tax purposes.

Our Business Segments

We define business segments by their distinct customer base and service provided. Management has identified three reportable segments: student housing leasing, management services and development consulting services. We evaluate each segment’s performance based on pre-tax income and on net operating income, which is defined as income before depreciation, amortization, impairment losses, interest expense (income), gains (losses) on extinguishment of debt, equity in earnings of unconsolidated entities, noncontrolling interests and discontinued operations. The accounting policies of the reportable segments are described in more detail in the summary of significant accounting policies in the footnotes to the accompanying condensed consolidated financial statements. Inter-company fees are reflected at the contractually stipulated amounts.