UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): January 25, 2011 (January 19,
2011)
Education
Realty Trust, Inc.
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
Maryland
|
001-32417
|
20-1352180
|
||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
530
Oak Court Drive, Suite 300
Memphis,
Tennessee
|
38117
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
901-259-2500
|
(Registrant’s
Telephone Number, Including Area
Code)
|
Not
Applicable
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01. Completion of Acquisition or Disposition of
Assets.
Completion
of the Disposition of Nine Collegiate Housing Communities
As
previously reported in a Current Report on Form 8-K which was filed with the
Securities and Exchange Commission (“SEC”) on October 26, 2010,
Education Realty Operating Partnership, LP and certain of its
subsidiaries, each of which is an indirectly owned subsidiary of Education
Realty Trust, Inc. (collectively, the “Company”), entered into two
sales agreements, agreeing to sell a total of nine collegiate housing
communities (collectively the “Dispositions”) to KAREP REIT
I, Inc. (“KAREP”). On
January 19, 2011, the Company completed the second of the two
dispositions. KAREP is not affiliated with the Company or its
affiliates, and the Dispositions resulted from arm’s-length negotiations between
the Company and KAREP.
In
accordance with the terms of the first agreement, the Company sold the following
four collegiate housing communities (the “Communities”) to KAREP on
December 8, 2010:
|
·
|
The
Gables, a 288-bed community serving Western Kentucky University in Bowling
Green, Kentucky;
|
|
·
|
Western
Place, a 504-bed community serving Western Kentucky University in Bowling
Green, Kentucky;
|
|
·
|
Berkeley
Place, a 480-bed community serving Clemson University in Clemson, South
Carolina; and
|
|
·
|
The
Pointe at Southern, a 528-bed community serving Georgia Southern
University in Statesboro, Georgia.
|
The sales
price for the Communities was approximately $38.7 million, and the Company
received net proceeds of approximately $20.5 million after the repayment of
related debt of $17.2 million and other closing costs. The foregoing description
of the First Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the First Agreement, a copy of which
was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
period ended September 30, 2010 and which is incorporated herein by
reference.
In
accordance with the terms of the second agreement, the Company sold the
following five collegiate housing communities (the “Additional Communities”) to
KAREP on January 19, 2011:
|
·
|
Troy
Place, a 408-bed community serving Troy University in Troy,
Alabama;
|
|
·
|
The
Reserve at Jacksonville, a 504-bed community serving Jacksonville State
University in Jacksonville,
Alabama;
|
|
·
|
The
Reserve at Martin, a 384-bed community serving the University of Tennessee
at Martin in Martin, Tennessee;
|
|
·
|
The
Chase at Murray, a 408-bed community serving Murray State University in
Murray, Kentucky; and
|
|
·
|
Clemson
Place, a 288-bed community serving Clemson University in Clemson, South
Carolina.
|
The sales
price for the Additional Communities was approximately $46.1 million, and the
Company received net proceeds of approximately $29.7 million after the repayment
of related debt of $16.1 million and other closing costs. The foregoing
description of the Second Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Second Agreement,
a copy of which was filed as Exhibit 10.2 to the Company’s Quarterly Report on
Form 10-Q for the period ended September 30, 2010 and which is incorporated
herein by reference.
1
The
Company expects to use the net proceeds from the sales of the Communities and
the Additional Communities to reduce outstanding debt, finance previously
announced development projects at the University of Texas at Austin, Johns
Hopkins University and the University of Connecticut and fund additional
development and acquisition opportunities.
Safe
Harbor Statement
The
Company believes that certain statements in this Current Report on Form 8-K may
constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward- looking statements contained
herein include, but are not limited to, statements regarding the Company’s
expected use of the net proceeds from the sales of the Communities and the
Additional Communities. These statements are made on the basis of management’s
views and assumptions regarding future events and business performance as of the
time the statements are made. Forward-looking statements are subject to a number
of known and unknown risks, uncertainties and other factors and are not
guarantees of future performance. Actual results may differ materially from
those expressed or implied. Information concerning factors that could cause
actual results to differ materially from those in forward-looking statements is
contained in the Company’s filings with the SEC. The Company disclaims any
intention or obligation to update publicly any forward-looking statements,
whether in response to new information, future events or otherwise, except as
required by applicable law.
2
Item
9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial
Information.
Page
|
|
Pro
forma condensed consolidated balance sheet for Education Realty
Trust, Inc. and subsidiaries as of September 30, 2010
(unaudited)
|
F-1
|
Pro
forma condensed consolidated statement of operations for Education
Realty Trust, Inc. and subsidiaries for the nine months
ended September 30, 2010 (unaudited)
|
F-2
|
Pro
forma condensed consolidated statement of operations for
Education Realty Trust, Inc. and subsidiaries for the year ended
December 31, 2009 (unaudited)
|
F-3
|
Pro
forma condensed consolidated statement of operations for
Education Realty Trust, Inc. and subsidiaries for the year ended
December 31, 2008 (unaudited)
|
F-4
|
Pro
forma condensed consolidated statement of operations for
Education Realty Trust, Inc. and subsidiaries for the year ended
December 31, 2007 (unaudited)
|
F-5
|
Notes
to pro forma condensed consolidated financial statements
(unaudited)
|
F-6
|
3
Pro
forma condensed consolidated balance sheet
As
of September 30, 2010 (Unaudited)
(Dollars
in thousands, except share and per share data)
Education
Realty Trust,
Inc. (a)
|
Pro Forma
Adjustments
|
Company
Pro forma
|
||||||||||||
Assets
|
||||||||||||||
Collegiate
housing properties, net
|
$ | 708,496 | $ | (83,499 | ) | b | $ | 624,997 | ||||||
Assets
under development
|
446 | - | 446 | |||||||||||
Corporate
office furniture and equipment, net
|
869 | - | 869 | |||||||||||
Cash
and cash equivalents
|
27,960 | 49,608 | c | 77,568 | ||||||||||
Restricted
cash
|
6,488 | (445 | ) | d | 6,043 | |||||||||
Student
contracts receivable, net
|
379 | (33 | ) | e | 346 | |||||||||
Management
fee receivable from third party, net
|
395 | - | 395 | |||||||||||
Goodwill
and other intangibles, net
|
3,070 | - | 3,070 | |||||||||||
Other
assets
|
21,663 | (601 | ) | f | 21,062 | |||||||||
Total
assets
|
769,766 | (34,970 | ) | 734,796 | ||||||||||
Liabilities
and stockholders' equity
|
||||||||||||||
Liabilities:
|
||||||||||||||
Mortgage
loans, net of unamortized premium/discount
|
398,087 | (33,282 | ) | g | 364,805 | |||||||||
Accounts
payable
|
287 | - | 287 | |||||||||||
Accrued
expenses
|
19,721 | (1,393 | ) | h | 18,328 | |||||||||
Deferred
revenue
|
14,499 | (1,579 | ) | i | 12,920 | |||||||||
Total
liabilities
|
432,594 | (36,254 | ) | 396,340 | ||||||||||
Commitments
and contingencies
|
- | - | - | |||||||||||
Redeemable
noncontrolling interests
|
10,035 | 19 | j | 10,054 | ||||||||||
Equity:
|
||||||||||||||
Common
stock, $.01 par value, 200,000,000 shares authorized, 56,685,849 shares
issued and outstanding at September
30, 2010
|
584 | - | 584 | |||||||||||
Preferred
stock, $.01 par value, 50,000,000 shares authorized, no
shares issued and outstanding
|
- | - | - | |||||||||||
Additional
paid in capital
|
415,429 | - | 415,429 | |||||||||||
Accumulated
deficit
|
(88,876 | ) | 1,265 | k | (87,611 | ) | ||||||||
Total
equity
|
327,137 | 1,265 | 328,402 | |||||||||||
Total
liabilities and equity
|
$ | 769,766 | $ | (34,970 | ) | $ | 734,796 |
See accompanying notes to the pro
forma condensed consolidated financial statements.
.
F-1
Education
Realty Trust, Inc. and Subsidiaries
Pro
forma condensed consolidated statement of operations
Nine
months ended September 30, 2010 (Unaudited)
(Dollars
in thousands, except for share and per share data)
Education
|
|||||||||||||
Realty
|
Pro Forma
|
Company
|
|||||||||||
Trust, Inc. (l)
|
Adjustments(m)
|
Pro Forma
|
|||||||||||
Revenues:
|
|||||||||||||
Collegiate
housing leasing revenue
|
$ | 84,628 | $ | 10,917 | $ | 73,711 | |||||||
Other
leasing revenue
|
77 | — | 77 | ||||||||||
Third-party
development consulting services
|
1,675 | — | 1,675 | ||||||||||
Third-party
management services
|
2,335 | — | 2,335 | ||||||||||
Operating
expense reimbursements
|
11,017 | — | 11,017 | ||||||||||
Total
revenues
|
99,732 | 10,917 | 88,815 | ||||||||||
Operating
expenses:
|
|||||||||||||
Collegiate
housing leasing operations
|
44,702 | 6,365 | 38,337 | ||||||||||
General
and administrative
|
11,661 | — | 11,661 | ||||||||||
Depreciation
and amortization
|
22,592 | 3,239 | 19,353 | ||||||||||
Loss
on impairment
|
33,610 | 24,213 | 9,397 | ||||||||||
Reimbursable
operating expenses
|
10,101 | — | 10,101 | ||||||||||
Total
operating expenses
|
122,666 | 33,817 | 88,849 | ||||||||||
Operating
loss
|
(22,934 | ) | (22,900 | ) | (34 | ) | |||||||
Nonoperating
expenses:
|
|||||||||||||
Interest
expense
|
16,653 | 1,384 | 15,269 | ||||||||||
Amortization
of deferred financing costs
|
974 | 45 | 929 | ||||||||||
Interest
income
|
(402 | ) | (1 | ) | (401 | ) | |||||||
Gain
on extinguishment of debt
|
— | — | — | ||||||||||
Total
nonoperating expenses
|
17,225 | 1,428 | 15,797 | ||||||||||
Loss
before equity in losses of unconsolidated entities, income taxes and
discontinued operations
|
(40,159 | ) | (24,328 | ) | (15,831 | ) | |||||||
Equity
in losses of unconsolidated entities
|
(242 | ) | — | (242 | ) | ||||||||
Loss
before income taxes and discontinued operations
|
(40,401 | ) | (24,328 | ) | (16,073 | ) | |||||||
Income
tax expense
|
268 | 1 | 267 | ||||||||||
Loss
from continuing operations
|
(40,669 | ) | (24,329 | ) | (16,340 | ) | |||||||
Loss
from discontinued operations
|
— | — | — | ||||||||||
Net
loss
|
(40,669 | ) | (24,329 | ) | (16,340 | ) | |||||||
Less:
Net loss attributable to the noncontrolling interests
|
(429 | ) | (406 | ) | n | (23 | ) | ||||||
Net
loss attributable to Education Realty Trust, Inc.
|
$ | (40,240 | ) | $ | (23,923 | ) | $ | (16,317 | ) | ||||
Earnings
per share information:
|
|||||||||||||
Loss
attributable to Education Realty Trust, Inc. common stockholders per share
— basic and diluted:
|
|||||||||||||
Continuing
operations
|
$ | (0.70 | ) | $ | (0.29 | ) | |||||||
Discontinued
operations
|
— | — | |||||||||||
Net
loss attributable to Education Realty Trust, Inc. common stockholders per
share
|
$ | (0.70 | ) | $ | (0.29 | ) | |||||||
Weighted
average shares of common stock outstanding – basic and
diluted
|
57,120,291 | 57,120,291 | |||||||||||
Amounts
attributable to Education Realty Trust, Inc. – common
stockholders:
|
|||||||||||||
Loss
from continuing operations, net of tax
|
$ | (40,240 | ) | $ | (16,317 | ) | |||||||
Loss
from discontinued operations, net of tax
|
— | — | |||||||||||
Net
loss
|
$ | (40,240 | ) | $ | (16,317 | ) | |||||||
Distributions
per share of common stock
|
$ | 0.1500 | $ | 0.1500 |
See accompanying notes to
the pro forma condensed consolidated financial
statements.
F-2
Education
Realty Trust, Inc. and Subsidiaries
Pro
forma condensed consolidated statement of operations
Year
ended December 31, 2009 (Unaudited)
(Dollars
in thousands, except for share and per share data)
Education
|
||||||||||||
Realty
|
Pro Forma
|
Company
|
||||||||||
Trust, Inc. (o)
|
Adjustments (p)
|
Pro Forma
|
||||||||||
Revenues:
|
||||||||||||
Collegiate
housing leasing revenue
|
$ | 113,077 | $ | 13,910 | $ | 99,167 | ||||||
Other
leasing revenue
|
— | — | — | |||||||||
Third-party
development consulting services
|
8,178 | — | 8,178 | |||||||||
Third-party
management services
|
3,221 | — | 3,221 | |||||||||
Operating
expense reimbursements
|
9,722 | — | 9,722 | |||||||||
Total
revenues
|
134,198 | 13,910 | 120,288 | |||||||||
Operating
expenses:
|
||||||||||||
Collegiate
housing leasing operations
|
57,317 | 8,044 | 49,273 | |||||||||
General
and administrative
|
15,752 | — | 15,752 | |||||||||
Depreciation
and amortization
|
29,089 | 4,363 | 24,726 | |||||||||
Loss
on impairment
|
1,726 | — | 1,726 | |||||||||
Reimbursable
operating expenses
|
9,722 | — | 9,722 | |||||||||
Total
operating expenses
|
113,606 | 12,407 | 101,199 | |||||||||
Operating
income
|
20,592 | 1,503 | 19,089 | |||||||||
Nonoperating
expenses:
|
||||||||||||
Interest
expense
|
24,585 | 2,832 | 21,753 | |||||||||
Amortization
of deferred financing costs
|
1,047 | 80 | 967 | |||||||||
Interest
income
|
(470 | ) | (1 | ) | (469 | ) | ||||||
Gain
on extinguishment of debt
|
(830 | ) | — | (830 | ) | |||||||
Total
nonoperating expenses
|
24,332 | 2,911 | 21,421 | |||||||||
Loss
before equity in losses of unconsolidated entities, income taxes and
discontinued operations
|
(3,740 | ) | (1,408 | ) | (2,332 | ) | ||||||
Equity
in losses of unconsolidated entities
|
(1,410 | ) | — | (1,410 | ) | |||||||
Loss
before income taxes and discontinued operations
|
(5,150 | ) | (1,408 | ) | (3,742 | ) | ||||||
Income
tax expense
|
1,920 | 14 | 1,906 | |||||||||
Loss
from continuing operations
|
(7,070 | ) | (1,422 | ) | (5,648 | ) | ||||||
Loss
from discontinued operations
|
(21 | ) | — | (21 | ) | |||||||
Net
loss
|
(7,091 | ) | (1,422 | ) | (5,669 | ) | ||||||
Less:
Net income (loss) attributable to the noncontrolling
interest
|
164 | (43 | ) q | 207 | ||||||||
Net
loss attributable to Education Realty Trust, Inc.
|
$ | (7,255 | ) | $ | (1,379 | ) | $ | (5,876 | ) | |||
Earnings
per share information:
|
||||||||||||
Loss
attributable to Education Realty Trust, Inc. common stockholders per share
— basic and diluted:
|
||||||||||||
Continuing
operations
|
$ | (0.18 | ) | $ | (0.14 | ) | ||||||
Discontinued
operations
|
— | — | ||||||||||
Net
loss attributable to Education Realty Trust, Inc. common stockholders per
share
|
$ | (0.18 | ) | $ | (0.14 | ) | ||||||
Weighted
average shares of common stock outstanding
– basic and diluted
|
40,495,558 | 40,495,558 | ||||||||||
Amounts
attributable to Education Realty Trust, Inc. – common
stockholders:
|
||||||||||||
Loss
from continuing operations, net of tax
|
$ | (7,235 | ) | $ | (5,856 | ) | ||||||
Loss
from discontinued operations, net of tax
|
(20 | ) | (20 | ) | ||||||||
Net
loss
|
$ | (7,255 | ) | $ | (5,876 | ) | ||||||
Distributions
per share of common stock
|
$ | 0.36 | $ | 0.36 |
See accompanying notes to the pro
forma condensed consolidated financial statements.
F-3
Education
Realty Trust, Inc. and Subsidiaries
Pro
forma condensed consolidated statement of operations
Year
ended December 31, 2008 (Unaudited)
(Dollars
in thousands, except for share and per share data)
Education
|
||||||||||||
Realty
|
Pro
Forma
|
Company
|
||||||||||
Trust, Inc. (o)
|
Adjustments (p)
|
Pro Forma
|
||||||||||
Revenues:
|
||||||||||||
Collegiate
housing leasing revenue
|
$ | 109,527 | $ | 12,541 | $ | 96,986 | ||||||
Other
leasing revenue
|
7,145 | 4,021 | 3,124 | |||||||||
Third-party
development consulting services
|
8,303 | — | 8,303 | |||||||||
Third-party
management services
|
3,672 | — | 3,672 | |||||||||
Operating
expense reimbursements
|
10,796 | — | 10,796 | |||||||||
Total
revenues
|
139,443 | 16,562 | 122,881 | |||||||||
Operating
expenses:
|
||||||||||||
Collegiate
housing leasing operations
|
57,377 | 7,731 | 49,646 | |||||||||
General
and administrative
|
16,348 | — | 16,348 | |||||||||
Depreciation
and amortization
|
29,318 | 4,326 | 24,992 | |||||||||
Loss
on impairment of collegiate housing properties
|
1,633 | — | 1,633 | |||||||||
Loss
on impairment of goodwill
|
388 | — | 388 | |||||||||
Reimbursable
operating expenses
|
10,796 | — | 10,796 | |||||||||
Total
operating expenses
|
115,860 | 12,057 | 103,803 | |||||||||
Operating
income
|
23,583 | 4,505 | 19,078 | |||||||||
Nonoperating
expenses:
|
||||||||||||
Interest
expense
|
25,229 | 3,154 | 22,075 | |||||||||
Amortization
of deferred financing costs
|
992 | 149 | 843 | |||||||||
Interest
income
|
(373 | ) | (6 | ) | (367 | ) | ||||||
Gain
on extinguishment of debt
|
4,360 | — | 4,360 | |||||||||
Total
nonoperating expenses
|
30,208 | 3,297 | 26,911 | |||||||||
Income
(loss) before equity in losses of unconsolidated entities, income taxes
and discontinued operations
|
(6,625 | ) | 1,208 | (7,833 | ) | |||||||
Equity
in losses of unconsolidated entities
|
(196 | ) | — | (196 | ) | |||||||
Income
(loss) before income taxes and discontinued operations
|
(6,821 | ) | 1,208 | (8,029 | ) | |||||||
Income
tax expense
|
1,123 | 21 | 1,102 | |||||||||
Income
(loss) from continuing operations
|
(7,944 | ) | 1,187 | (9,131 | ) | |||||||
Loss
from discontinued operations
|
(131 | ) | — | (131 | ) | |||||||
Net
income (loss)
|
(8,075 | ) | 1,187 | (9,262 | ) | |||||||
Less:
Net income (loss) attributable to the noncontrolling
interest
|
(128 | ) | 48 | q | (176 | ) | ||||||
Net
income (loss) attributable to Education Realty Trust, Inc.
|
$ | (7,947 | ) | $ | 1,139 | $ | (9,086 | ) | ||||
Earnings
per share information:
|
||||||||||||
Loss
attributable to Education Realty Trust, Inc. common stockholders per share
— basic and diluted:
|
||||||||||||
Continuing
operations
|
$ | (0.28 | ) | $ | (0.32 | ) | ||||||
Discontinued
operations
|
— | — | ||||||||||
Net
loss attributable to Education Realty Trust, Inc. common stockholders per
share
|
$ | (0.28 | ) | $ | (0.32 | ) | ||||||
Weighted
average shares of common stock outstanding – basic and
diluted
|
28,512,777 | 28,512,777 | ||||||||||
Amounts
attributable to Education Realty Trust, Inc. – common
stockholders:
|
||||||||||||
Loss
from continuing operations, net of tax
|
$ | (7,822 | ) | $ | (8,961 | ) | ||||||
Loss
from discontinued operations, net of tax
|
(125 | ) | (125 | ) | ||||||||
Net
loss
|
$ | (7,947 | ) | $ | (9,086 | ) | ||||||
Distributions
per share of common stock
|
$ | 0.82 | $ | 0.82 |
See accompanying notes to the pro
forma condensed consolidated financial statements.
F-4
Education
Realty Trust, Inc. and Subsidiaries
Pro
forma condensed consolidated statement of operations
Year
ended December 31, 2007 (Unaudited)
(Dollars
in thousands, except for share and per share data)
Education
|
||||||||||||
Realty
|
Pro Forma
|
Company
|
||||||||||
Trust, Inc. (o)
|
Adjustments (p)
|
Pro Forma
|
||||||||||
Revenues:
|
||||||||||||
Collegiate
housing leasing revenue
|
$ | 87,534 | $ | 1,061 | $ | 86,473 | ||||||
Other
leasing revenue
|
13,811 | 8,029 | 5,782 | |||||||||
Third-party
development consulting services
|
5,411 | — | 5,411 | |||||||||
Third-party
management services
|
3,391 | — | 3,391 | |||||||||
Operating
expense reimbursements
|
9,330 | — | 9,330 | |||||||||
Total
revenues
|
119,477 | 9,090 | 110,387 | |||||||||
Operating
expenses:
|
||||||||||||
Collegiate
housing leasing operations
|
43,034 | 676 | 42,358 | |||||||||
General
and administrative
|
14,561 | — | 14,561 | |||||||||
Depreciation
and amortization
|
32,119 | 4,452 | 27,667 | |||||||||
Loss
on impairment
|
— | — | — | |||||||||
Reimbursable
operating expenses
|
9,330 | — | 9,330 | |||||||||
Total
operating expenses
|
99,044 | 5,128 | 93,916 | |||||||||
Operating
income
|
20,433 | 3,962 | 16,471 | |||||||||
Nonoperating
expenses:
|
||||||||||||
Interest
expense
|
26,957 | 3,149 | 23,808 | |||||||||
Amortization
of deferred financing costs
|
1,036 | 148 | 888 | |||||||||
Interest
income
|
(492 | ) | (12 | ) | (480 | ) | ||||||
Gain
on extinguishment of debt
|
174 | — | 174 | |||||||||
Total
nonoperating expenses
|
27,675 | 3,285 | 24,390 | |||||||||
Income
(loss) before equity in losses of unconsolidated entities, income taxes
and discontinued operations
|
(7,242 | ) | 677 | (7,919 | ) | |||||||
Equity
in losses of unconsolidated entities
|
(277 | ) | — | (277 | ) | |||||||
Income
(loss) before income taxes and discontinued operations
|
(7,519 | ) | 677 | (8,196 | ) | |||||||
Income
tax expense
|
258 | 3 | 255 | |||||||||
Income
(loss) from continuing operations
|
(7,777 | ) | 674 | (8,451 | ) | |||||||
Income
from discontinued operations
|
2,421 | — | 2,421 | |||||||||
Net
income (loss)
|
(5,356 | ) | 674 | (6,030 | ) | |||||||
Less:
Net income attributable to the noncontrolling interest
|
60 | 27 | q | 33 | ||||||||
Net
income (loss) attributable to Education Realty Trust, Inc.
|
$ | (5,416 | ) | $ | 647 | $ | (6,063 | ) | ||||
Earnings
per share information:
|
||||||||||||
Loss
attributable to Education Realty Trust, Inc. common stockholders per share
— basic and diluted:
|
||||||||||||
Continuing
operations
|
$ | (0.28 | ) | $ | (0.30 | ) | ||||||
Discontinued
operations
|
0.08 | 0.08 | ||||||||||
Net
loss attributable to Education Realty Trust, Inc. common stockholders per
share
|
$ | (0.20 | ) | $ | (0.22 | ) | ||||||
Weighted
average shares of common stock outstanding – basic and
diluted
|
28,103,208 | 28,103,208 | ||||||||||
Amounts
attributable to Education Realty Trust, Inc. – common
stockholders:
|
||||||||||||
Loss
from continuing operations, net of tax
|
$ | (7,738 | ) | $ | (8,385 | ) | ||||||
Loss
from discontinued operations, net of tax
|
2,322 | 2,322 | ||||||||||
Net
loss
|
$ | (5,416 | ) | $ | (6,063 | ) | ||||||
Distributions
per share of common stock
|
$ | 0.82 | $ | 0.82 |
See accompanying notes to the pro
forma condensed consolidated financial statements.
F-5
Education
Realty Trust, Inc. and Subsidiaries
Notes
to pro forma condensed consolidated financial statements
(Unaudited)
(Dollars
in thousands)
1.
|
Basis
of Presentation
|
On
December 8, 2010 and January 19, 2011, the Company completed the Dispositions
pursuant to the First Agreement and the Second Agreement, respectively. The
unaudited pro forma financial information is presented to illustrate the effect
of the Dispositions on the Company’s historical financial position and operating
results. The unaudited pro forma consolidated balance sheet is as of September
30, 2010 and is based upon our historical statements after giving effect to the
Dispositions as if they had occurred on September 30, 2010. The unaudited pro
forma consolidated statements of operations for the nine months ended September
30, 2010 and the years ended December 31, 2009, 2008 and 2007 are based upon our
historical statements for such periods after giving effect to the Dispositions
as if they had occurred on January 1 of the earliest period presented. The
unaudited pro forma financial information should be read in conjunction with our
historical consolidated financial statements and notes thereto contained in our
Annual Report on Form 10-K for the year ended December 31, 2009 and our
Quarterly Report on Form 10-Q for the quarter ended September 30,
2010.
The
preparation of the unaudited pro forma consolidated financial information is
based upon financial statements prepared in accordance with accounting
principles generally accepted in the United States of America. These principles
require the use of estimates that affect the reported amounts of assets,
liabilities, revenues and expenses. Actual results could differ from those
estimates.
The
unaudited pro forma consolidated financial information is provided for
illustrative purposes only and does not purport to represent what the actual
results of our operations or financial position would have been had the
Dispositions occurred on the respective dates assumed, nor is it necessarily
indicative of our future operating results or financial position. However, the
pro forma adjustments reflected in the accompanying unaudited pro forma
consolidated financial information reflect estimates and assumptions that our
management believes to be reasonable.
2.
|
Pro
Forma Adjustments
|
The
unaudited pro forma condensed consolidated balance sheet at September 30, 2010
reflects the following as if the transactions occurred on September 30,
2010:
|
a.
|
Reflects
the Company’s unaudited condensed consolidated balance sheet as of
September 30, 2010 as reported in our Form 10-Q as of September 30,
2010.
|
|
b.
|
Adjustment
to reflect the decrease in the number of collegiate housing properties,
net of the Communities and Additional Communities
sold.
|
|
c.
|
Net
cash received from the Dispositions after giving effect to the pay down of
debt and payment of transaction costs at September 30, 2010. Includes the
return of escrow funds in restricted cash. See note d
below.
|
|
d.
|
Adjustment
to reflect the return of escrows associated with the pay down of
debt.
|
|
e.
|
Adjustment
to reflect the decrease in student contracts receivable, net for the
receivables sold.
|
|
f.
|
Adjustment
to reflect the decrease in prepaid insurance and deferred financing
fees associated with the pay down of
debt.
|
|
g.
|
Pay
down of debt with proceeds from the
Dispositions.
|
|
h.
|
Adjustment
to reflect the decrease in accrued expenses for the liabilities assumed by
KAREP.
|
|
i.
|
Adjustment
to reflect the decrease in deferred revenue for prepaid rent assumed by
KAREP.
|
|
j.
|
Reflects
the adjustment to redeemable noncontrolling interests for the approximate
gain on the Dispositions described in note k
below.
|
|
k.
|
Reflects
the approximate gain on the Dispositions including the gain/loss on
extinguishment of debt.
|
F-6
The
unaudited pro forma condensed consolidated statement of operations for the nine
months ended September 30, 2010 reflects the following:
|
l.
|
Reflects
the Company’s historical unaudited condensed consolidated statement of
operations for the nine months ended September 30,
2010.
|
|
m.
|
Represents
the Communities and Additional Communities’ historical unaudited condensed
consolidated statements of operations for the nine months ended September
30, 2010.
|
|
n.
|
Represents
corresponding adjustment to noncontrolling interests related to pro forma
adjustments to income/(loss) before noncontrolling
interests.
|
The
unaudited pro forma condensed consolidated statements of operations for the
years ended December 31, 2009, 2008 and 2007 reflect the following:
|
o.
|
Reflects
the Company’s historical condensed consolidated statements of operations
for the years ended December 31, 2009, 2008 and
2007.
|
|
p.
|
Represents
the Communities and Additional Communities’ historical unaudited condensed
consolidated statement of operations for the years ended December 31,
2009, 2008 and 2007.
|
|
q.
|
Represents
corresponding adjustment to noncontrolling interests related to pro forma
adjustments to income/(loss) before noncontrolling
interests.
|
F-7
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
EDUCATION
REALTY TRUST, INC.
|
||
Date:
January 25, 2011
|
By:
|
/s/
Randall H. Brown
|
Randall
H. Brown
|
||
Executive
Vice President, Chief Financial Officer,
Treasurer
and Secretary
|