Education Realty Trust, Inc. - FORM 8-K - EX-99.2 - EXHIBIT 99.2 FOURTH QUARTER 2016 SUPPLEMENTAL

Attached files

file	filename
EX-99.1 - EXHIBIT 99.1 PRESS RELEASE - FEBRUARY 21, 2017 - Education Realty Trust, Inc.	q42016edrearningsrelease.htm
8-K - 8-K - Education Realty Trust, Inc.	a8-kannouncingq42016earnin.htm



		FINANCIAL HIGHLIGHTS



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

OPERATING DATA:
		Three months ended December 31,									Year ended December 31,
		2016		2015		$ Chg			% Chg		2016		2015		$ Chg			% Chg

	Same-community revenue	$	60,056	$	59,270	$	786		1.3	%	$	218,729	$	212,318	$	6,411		3.0	%
	Total community revenue	80,437		71,781		8,656			12.1	%	274,187		240,623		33,564			13.9	%
	Total revenue	84,224		75,520		8,704			11.5	%	288,968		255,162		33,806			13.2	%

	Same-community net operating income	38,313		37,770		543			1.4	%	128,062		123,990		4,072			3.3	%
	Total community net operating income	52,626		45,950		6,676			14.5	%	162,809		139,340		23,469			16.8	%
	Total operating income	18,133		19,857		(1,724		)	(8.7	)%	49,066		45,055		4,011			8.9	%

	Net income attributable to EdR	14,133		14,773		(640		)	(4.3	)%	44,924		19,911		25,013			125.6	%
	Per share - basic	$	0.19	$	0.28	$	(0.09	)	(32.1	)%	$	0.65	$	0.40	$	0.25		62.5	%
	Per share - diluted	0.19		0.27		(0.08		)	(29.6	)%	0.65		0.40		0.25			62.5	%

	Funds from operations (FFO)	39,692		31,074		8,618			27.7	%	105,973		86,079		19,894			23.1	%
	Per weighted average share/unit ⁽¹⁾	$	0.54	$	0.58	$	(0.04	)	(6.9	)%	$	1.52	$	1.72	$	(0.2	)	(11.6	)%

	Core funds from operations (Core FFO)	43,219		32,664		10,555			32.3	%	122,980		91,557		31,423			34.3	%
	Per weighted average share/unit ⁽¹⁾	$	0.59	$	0.61	$	(0.02	)	(3.3	)%	$	1.77	$	1.83	$	(0.06	)	(3.3	)%

FINANCIAL RATIOS:
		12/31/2016				12/31/2015
	Net debt to gross assets	17.4%				27.2%
	Debt to gross assets	18.4%				28.3%
	Net debt to enterprise value	13.5%				22.0%
	Interest coverage ratio (TTM)	9.0x				4.8x
	Net debt to EBITDA - Adjusted (TTM)	1.7x				4.0x

⁽¹⁾ FFO and Core FFO per share/unit were computed using weighted average shares and units outstanding, regardless of their dilutive impact. See page 5 for a detailed calculation.



FOURTH QUARTER 2016		1



		BALANCE SHEET



(Amount in thousands, except share and per share data, unaudited)
		December 31, 2016			December 31, 2015
Assets
	Collegiate housing properties, net ⁽¹⁾	$	2,108,706		$	1,774,796
	Assets under development	289,942			117,384
	Cash and cash equivalents	34,475			33,742
	Restricted cash	7,838			9,784
	Other assets	65,224			66,125
Total assets		$	2,506,185		$	2,001,831

Liabilities and equity
Liabilities:
	Mortgage and construction loans, net of unamortized deferred financing costs	$	62,520		$	204,511
	Unsecured revolving credit facility	20,000			—
	Unsecured term loan, net of unamortized deferred financing costs	186,738			186,518
	Unsecured senior notes, net of unamortized deferred financing costs	247,938			247,678
	Accounts payable and accrued expenses	127,872			85,670
	Deferred revenue	20,727			19,024
Total liabilities		665,795			743,401

Commitments and contingencies		—			—

Redeemable noncontrolling interests		38,949			13,560

Equity:
EdR stockholders' equity:
	Common stock, $0.01 par value per share, 200,000,000 shares authorized, 73,075,455 and 56,879,003 shares issued and outstanding as of December 31, 2016 and 2015, respectively	731			569
	Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, no shares issued and outstanding	—			—
	Additional paid-in capital	1,802,852			1,263,603
	Accumulated deficit	—			(21,998		)
	Accumulated other comprehensive loss	(3,564		)	(5,475		)
Total EdR stockholders' equity		1,800,019			1,236,699
Noncontrolling interest		1,422			8,171
Total equity		1,801,441			1,244,870

Total liabilities and equity		$	2,506,185		$	2,001,831

⁽¹⁾ Amount is net of accumulated depreciation of $315,634 and $270,993, as of December 31, 2016 and 2015, respectively.



FOURTH QUARTER 2016		2



		OPERATING RESULTS



(Amounts in thousands, except per share data, unaudited)
	Three months ended December 31,									Year ended December 31,
	2016			2015			$ Change			2016			2015			$ Change
Revenues:
Collegiate housing leasing revenue	$	80,437		$	71,781		$	8,656		$	274,187		$	240,623		$	33,564
Third-party development consulting services	636			702			(66		)	2,364			2,233			131
Third-party management services	1,032			972			60			3,588			3,670			(82		)
Operating expense reimbursements	2,119			2,065			54			8,829			8,636			193
Total revenues	84,224			75,520			8,704			288,968			255,162			33,806
Operating expenses:
Collegiate housing leasing operations	27,811			25,831			1,980			111,378			101,283			10,095
Development and management services	2,706			3,218			(512		)	10,671			11,446			(775		)
General and administrative	2,422			2,773			(351		)	10,413			9,000			1,413
Development pursuit, acquisition costs and severance	292			47			245			1,190			452			738
Depreciation and amortization	22,462			18,417			4,045			81,413			68,022			13,391
Ground lease expense	3,633			3,312			321			12,462			11,268			1,194
Loss on impairment of collegiate housing properties	2,500			—			2,500			2,500			—			2,500
Other operating expense⁽¹⁾	2,146			—			2,146			1,046			—			1,046
Reimbursable operating expenses	2,119			2,065			54			8,829			8,636			193
Total operating expenses	66,091			55,663			10,428			239,902			210,107			29,795

Operating income	18,133			19,857			(1,724		)	49,066			45,055			4,011

Nonoperating (income) expenses:
Interest expense	3,345			6,834			(3,489		)	15,454			24,449			(8,995		)
Amortization of deferred financing costs	351			562			(211		)	1,731			2,089			(358		)
Interest income	(61		)	(69		)	8			(490		)	(213		)	(277		)
Loss on extinguishment of debt	—			403			(403		)	10,611			403			10,208
Total nonoperating expenses	3,635			7,730			(4,095		)	27,306			26,728			578
Income before equity in earnings of unconsolidated entities, income taxes and gain on sale of collegiate housing communities	14,498			12,127			2,371			21,760			18,327			3,433
Equity in earnings (losses) of unconsolidated entities	289			155			134			(328		)	(668		)	340
Income before income taxes and gain on sale of collegiate housing properties	14,787			12,282			2,505			21,432			17,659			3,773
Income tax expense	460			22			438			684			347			337
Income before gain on sale of collegiate housing properties	14,327			12,260			2,067			20,748			17,312			3,436
Gain on sale of collegiate housing properties	—			2,770			(2,770		)	23,956			2,770			21,186
Net income	14,327			15,030			(703		)	44,704			20,082			24,622



FOURTH QUARTER 2016		3



		OPERATING RESULTS



(Amounts in thousands, except per share data, unaudited)
	Three months ended December 31,							Year ended December 31,
	2016		2015		$ Change			2016			2015			$ Change

Less: Net income (loss) attributable to the noncontrolling interests	194		257		(63		)	(220		)	171			(391		)
Net income attributable to Education Realty Trust, Inc.	$	14,133	$	14,773	$	(640	)	$	44,924		$	19,911		$	25,013

Other comprehensive income (loss):
Gain (loss) on cash flow hedging derivatives	4,748		2,419		2,329			1,911			(1,010		)	2,921
Comprehensive income	$	18,881	$	17,192	$	1,689		$	46,835		$	18,901		$	27,934

Earnings per share information:
Net income attributable to Education Realty Trust, Inc. common stockholders per share – basic	$	0.19	$	0.28	$	(0.09	)	$	0.65		$	0.40		$	0.25
Net income attributable to Education Realty Trust, Inc. common stockholders per share – diluted	$	0.19	$	0.27	$	(0.08	)	$	0.65		$	0.40		$	0.25

Weighted average shares of common stock outstanding – basic	73,357		53,486					69,336			49,676
Weighted average shares of common stock outstanding – diluted ⁽²⁾	73,595		53,788					69,600			49,991


⁽¹⁾ Represents the change in fair value of contingent consideration liabilities associated with the acquisitions of the Hub at Madison and Urbane during 2016.
⁽²⁾ Weighted average shares of common stock outstanding - diluted assumes the conversion of outstanding redeemable Operating Partnership Units and University Towers Operating Units and shares issuable upon settlement of forward equity agreements.



FOURTH QUARTER 2016		4



		FUNDS FROM OPERATIONS



(Amounts in thousands, except per share data, unaudited)		Three months ended December 31,								Year ended December 31,
		2016		2015			$ Change			2016			2015			$ Change
Net income attributable to EdR		$	14,133	$	14,773		$	(640	)	$	44,924		$	19,911		$	25,013
	Gain on sale of collegiate housing assets	—		(2,770		)	2,770			(23,956		)	(2,770		)	(21,186		)
	Impairment losses	2,500		—			2,500			2,500			—			2,500
	Real estate related depreciation and amortization	22,229		18,026			4,203			79,653			66,499			13,154
	Equity portion of real estate depreciation and amortization on equity investees	676		784			(108		)	2,699			2,141			558
	Noncontrolling interests	154		261			(107		)	153			298			(145		)
Funds from operations ("FFO") available to stockholders and unitholders		39,692		31,074			8,618			105,973			86,079			19,894
	percent change						27.7		%							23.1		%

FFO adjustments:
	Loss on extinguishment of debt	—		403			(403		)	10,611			403			10,208
	Acquisition costs	206		—			206			619			293			326
	Change in fair value of contingent consideration liability ⁽³⁾	2,146		—			2,146			1,046			—			1,046
	Straight-line adjustment for ground leases ⁽¹⁾	1,175		1,187			(12		)	4,731			4,782			(51		)
FFO adjustments		3,527		1,590			1,937			17,007			5,478			11,529

Core funds from operations ("Core FFO") available to stockholders and unitholders		$	43,219	$	32,664		$	10,555		$	122,980		$	91,557		$	31,423
	percent change						32.3		%							34.3		%

Earnings per share - diluted		$	0.19	$	0.27		$	(0.08	)	$	0.65		$	0.40		$	0.25
	percent change						(29.6		)%							62.5		%
FFO per weighted average share/unit ⁽²⁾		$	0.54	$	0.58		$	(0.04	)	$	1.52		$	1.72		$	(0.20	)
	percent change						(6.9		)%							(11.6		)%
Core FFO per weighted average share/unit ⁽²⁾		$	0.59	$	0.61		$	(0.02	)	$	1.77		$	1.83		$	(0.06	)
	percent change						(3.3		)%							(3.3		)%

Weighted average shares/units ⁽²⁾		73,595		53,788			19,807			69,600			49,991			19,609
	percent change						36.8		%							39.2		%


⁽¹⁾ This represents the straight-line rent expense adjustment required by GAAP related to ground leases. As the ground lease terms range from 40 to 99 years, the adjustment to straight-line these agreements becomes material to our operating results, distorting the economic results of the communities.
⁽²⁾ FFO and Core FFO per weighted average share/unit were computed using the weighted average of all shares and partnership units outstanding, regardless of their dilutive impact, and the dilutive impact of the ATM Forward.
⁽³⁾This represents the fair value adjustment for The Hub at Madison and Urbane's contingent purchase price consideration.



FOURTH QUARTER 2016		5



	COMMUNITY OPERATING RESULTS



(Amounts in thousands, unaudited)

		Three Months Ended December 31,									Year Ended December 31,
		2016		2015		$ Change			% Change		2016		2015		$ Change			% Change
Revenues
	Same-communities⁽¹⁾	$	60,056	$	59,270	$	786		1.3	%	$	218,729	$	212,318	$	6,411		3.0	%
	New-communities ⁽²⁾	20,381		9,647		10,734			NM		51,655		17,139		34,516			NM
	Sold-communities⁽³⁾	—		2,864		(2,864		)	NM		3,803		11,166		(7,363		)	NM
Total revenues		80,437		71,781		8,656			12.1	%	274,187		240,623		33,564			13.9	%

Operating expenses ⁽⁴⁾
	Same-communities⁽¹⁾	21,743		21,500		243			1.1	%	90,667		88,328		2,339			2.6	%
	New-communities ⁽²⁾	6,068		2,720		3,348			NM		18,537		6,205		12,332			NM
	Sold-communities⁽³⁾	—		1,611		(1,611		)	NM		2,174		6,750		(4,576		)	NM
Total operating expenses		27,811		25,831		1,980			7.7	%	111,378		101,283		10,095			10.0	%

Net operating income
	Same-communities⁽¹⁾	38,313		37,770		543			1.4	%	128,062		123,990		4,072			3.3	%
	New-communities ⁽²⁾	14,313		6,927		7,386			NM		33,118		10,934		22,184			NM
	Sold-communities⁽³⁾	—		1,253		(1,253		)	NM		1,629		4,416		(2,787		)	NM
Total net operating income		$	52,626	$	45,950	$	6,676		14.5	%	$	162,809	$	139,340	$	23,469		16.8	%


⁽¹⁾ Same-communities are defined as those communities that were owned and operating for the full year as of December 31, 2016 and 2015 and are not conducting substantial development or redevelopment activities or have other significant changes in design beds. See page 29 of this supplement for a listing of same-communities.
⁽²⁾ See page 30 of this supplement for a listing of which communities are categorized as new-communities.
⁽³⁾ Represents operating results from communities sold in 2015 or 2016.
⁽⁴⁾ Represents community level operating expenses, excluding management fees, depreciation, amortization, ground lease expense and impairment charges, plus regional and other corporate costs of supporting the communities.



FOURTH QUARTER 2016		6



	SAME-COMMUNITY EXPENSES BY CATEGORY



(Amounts in thousands, except bed and per-bed data, unaudited)
	Three months ended December 31, 2016						Three months ended December 31, 2015
	Amount		Per Bed		% of Total Operating Expenses		Amount		Per Bed		% of Total Operating Expenses		$ Change			% Change
Utilities⁽¹⁾	$	6,444	$	259	29	%	$	6,572	$	264	31	%	$	(128	)	(1.9	)%
On-Site Payroll	3,902		157		18	%	4,001		161		18	%	(99		)	(2.5	)%
General & Administrative⁽²⁾	3,642		146		17	%	3,724		150		17	%	(82		)	(2.2	)%
Maintenance & Repairs⁽³⁾	1,368		55		6	%	1,410		57		7	%	(42		)	(3.0	)%
Marketing	921		37		4	%	856		34		4	%	65			7.6	%
Total Direct Operating Expenses	$	16,277	$	654	74	%	$	16,563	$	666	77	%	$	(286	)	(1.7	)%

Real Estate Taxes	4,917		198		23	%	4,319		174		20	%	598			13.8	%
Insurance	549		22		3	%	618		25		3	%	(69		)	(11.2	)%
Total Fixed Operating Expenses	$	5,466	$	220	26	%	$	4,937	$	199	23	%	$	529		10.7	%
Total Property Operating Expenses	$	21,743	$	874	100	%	$	21,500	$	865	100	%	$	243		1.1	%

	Year ended December 31, 2016						Year ended December 31, 2015
	Amount		Per Bed		% of Total Operating Expenses		Amount		Per Bed		% of Total Operating Expenses		$ Change			% Change
Utilities⁽¹⁾	$	25,190	$	1,012	28	%	$	24,978	$	1,004	28	%	$	212		0.8	%
On-Site Payroll	16,573		666		18	%	16,397		659		19	%	176			1.1	%
General & Administrative⁽²⁾	14,024		564		16	%	13,774		554		16	%	250			1.8	%
Maintenance & Repairs⁽³⁾	9,660		388		11	%	9,227		371		10	%	433			4.7	%
Marketing	3,736		150		4	%	3,557		143		4	%	179			5.0	%
Total Direct Operating Expenses	$	69,183	$	2,780	77	%	$	67,933	$	2,731	77	%	$	1,250		1.8	%

Real Estate Taxes	19,275		775		21	%	17,919		720		20	%	1,356			7.6	%
Insurance	2,209		89		2	%	2,476		100		3	%	(267		)	(10.8	)%
Total Fixed Operating Expenses	$	21,484	$	864	23	%	$	20,395	$	820	23	%	$	1,089		5.3	%
Total Property Operating Expenses	$	90,667	$	3,644	100	%	$	88,328	$	3,551	100	%	$	2,339		2.6	%

Same-community beds	24,880


⁽¹⁾Represents gross costs before recoveries from tenants and includes student amenities such as internet.
⁽²⁾ Includes property-level general and administrative cost and dining costs as well as regional and other corporate costs of supporting the communities.
⁽³⁾ Includes general maintenance costs, grounds and landscaping, turn costs and life safety costs.



FOURTH QUARTER 2016		7



		COMMUNITY OPERATIONS - TRAILING FIVE QUARTERS



(Amounts in thousands, except beds and per bed amounts)		Three Months Ended															Total / Weighted Average - Trailing Twelve Months
		December 31, 2015			March 31, 2016			June 30, 2016			September 30, 2016			December 31, 2016			Total / Weighted Average - Trailing Twelve Months
2016 Same-Communities
	Revenue	$	59,270		$	58,490		$	51,584		$	48,599		$	60,056		$	218,729
	Operating Expenses	21,500			21,060			21,750			26,114			21,743			90,667
	Net Operating Income	$	37,770		$	37,430		$	29,834		$	22,485		$	38,313		$	128,062
	Margin	64		%	64		%	58		%	46		%	64		%	59		%
	Beds	74,640			74,640			74,640			74,640			74,640			298,560
	Occupancy⁽¹⁾	97.6		%	96.7		%	84.4		%	88.3		%	95.6		%	91.2		%
	Net Apartment Rent per Occupied Bed	$	769		$	761		$	754		$	662		$	796		$	745
	Other Income per Occupied Bed	45			49			65			76			45			58
	Total Revenue per Occupied Bed	$	814		$	810		$	819		$	738		$	841		$	803
	Operating Expense per Available Bed	$	288		$	282		$	291		$	350		$	291		$	304

2016 New-Communities
	Revenue	$	9,647		$	9,469		$	8,527		$	13,278		$	20,381		$	51,655
	Operating Expenses	2,720			2,529			3,542			6,398			6,068			18,537
	Net Operating Income	$	6,927		$	6,940		$	4,985		$	6,880		$	14,313		$	33,118
	Margin	72		%	73		%	58		%	52		%	70		%	64		%
	Beds	11,376			11,570			14,030			20,411			23,547			69,558
	Occupancy⁽¹⁾	92.9		%	92.6		%	65.9		%	83.2		%	92.1		%	84.3		%
	Net Apartment Rent per Occupied Bed	$	885		$	849		$	863		$	690		$	894		$	822
	Other Income per Occupied Bed	28			34			59			92			46			59
	Total Revenue per Occupied Bed	$	913		$	883		$	922		$	782		$	940		$	881
	Operating Expense per Available Bed	$	239		$	219		$	252		$	313		$	258		$	266

2016 Sold-Communities
	Revenue	$	2,864		$	2,224		$	1,579		$	—		$	—		$	3,803
	Operating Expenses	1,611			1,300			874			—			—			2,174
	Net Operating Income	$	1,253		$	924		$	705		$	—		$	—		$	1,629
	Margin	44		%	42		%	45		%	—		%	—		%	43		%
	Beds	6,264			5,184			4,032			—			—			9,216
	Occupancy⁽¹⁾	86.6		%	85.9		%	93.3		%	—		%	—		%	89.1		%
	Net Apartment Rent per Occupied Bed	$	510		$	472		$	388		$	—		$	—		$	434
	Other Income per Occupied Bed	19			27			31			—			—			29
	Total Revenue per Occupied Bed	$	529		$	499		$	419		$	—		$	—		$	463
	Operating Expense per Available Bed	$	257		$	251		$	217		$	—		$	—		$	236



FOURTH QUARTER 2016		8



		COMMUNITY OPERATIONS - TRAILING FIVE QUARTERS



(Amounts in thousands, except beds and per bed amounts)		Three Months Ended															Total / Weighted Average - Trailing Twelve Months
		December 31, 2015			March 31, 2016			June 30, 2016			September 30, 2016			December 31, 2016			Total / Weighted Average - Trailing Twelve Months

2016 Total Communities
	Revenue	$	71,781		$	70,183		$	61,690		$	61,877		$	80,437		$	274,187
	Operating Expenses	25,831			24,889			26,166			32,512			27,811			111,378
	Net Operating Income	$	45,950		$	45,294		$	35,524		$	29,365		$	52,626		$	162,809
	Margin	64		%	65		%	58		%	47		%	65		%	59		%
	Beds	92,280			91,394			92,702			95,051			98,187			377,334
	Occupancy⁽¹⁾	96.3		%	95.5		%	82		%	87.2		%	94.8		%	89.9		%
	Net Apartment Rent per Occupied Bed	$	767		$	757		$	749		$	668		$	819		$	750
	Other Income per Occupied Bed	41			46			63			79			46			58
	Total Revenue per Occupied Bed	$	808		$	803		$	812		$	747		$	865		$	808
	Operating Expense per Available Bed	$	280		$	272		$	282		$	342		$	283		$	295

⁽¹⁾ Represents the weighted average physical occupancy for the period presented.



FOURTH QUARTER 2016		9



		2016 RESULTS PRESENTED IN 2017 SAME-COMMUNITY MIX



Build-up to 2017 Same-Community Mix
(Amounts in thousands, except beds and per bed amounts)		Three Months Ended												Total / Weighted Average - Full Year 2016
		March 31, 2016			June 30, 2016			September 30, 2016			December 31, 2016			Total / Weighted Average - Full Year 2016
2016 Same-Communities
	Revenue	$	58,490		$	51,584		$	48,599		$	60,056		$	218,729
	Operating Expenses	21,060			21,750			26,114			21,743			90,667
	Net Operating Income	$	37,430		$	29,834		$	22,485		$	38,313		$	128,062
	Margin	64		%	58		%	46		%	64		%	59		%
	Beds	74,640			74,640			74,640			74,640			298,560
	Occupancy⁽¹⁾	96.7		%	84.4		%	88.3		%	95.6		%	91.2		%
	Net Apartment Rent per Occupied Bed	$	761		$	754		$	662		$	796		$	745
	Other Income per Occupied Bed	49			65			76			45			58
	Total Revenue per Occupied Bed	$	810		$	819		$	738		$	841		$	803
	Operating Expense per Available Bed	$	282		$	291		$	350		$	291		$	304

Plus:
Communities moving to Same-Communities in 2017
	Revenue	$	8,260		$	5,671		$	6,124		$	8,586		$	28,641
	Operating Expenses	1,733			2,010			2,646			2,395			8,784
	Net Operating Income	$	6,527		$	3,661		$	3,478		$	6,191		$	19,857
	Margin	79		%	65		%	57		%	72		%	69		%
	Beds	9,372			9,372			9,372			9,372			37,488
	Occupancy⁽¹⁾	93.0		%	59.7		%	78.9		%	95.8		%	81.9		%
	Net Apartment Rent per Occupied Bed	$	911		$	953		$	725		$	927		$	879
	Other Income per Occupied Bed	36			61			103			29			55
	Total Revenue per Occupied Bed	$	947		$	1,014		$	828		$	956		$	934
	Operating Expense per Available Bed	$	185		$	215		$	282		$	256		$	234

Less:
Moved to Other-Community⁽²⁾
	Revenue	$	3,200		$	1,951		$	2,219		$	3,090		$	10,460
	Operating Expenses	1,527			1,382			1,614			1,508			6,031
	Net Operating Income	$	1,673		$	569		$	605		$	1,582		$	4,429
	Margin	52		%	29		%	27		%	51		%	42		%
	Beds	3,675			3,675			3,675			3,675			14,700
	Occupancy⁽¹⁾	93.3		%	49.7		%	69.1		%	87.8		%	75.0		%
	Net Apartment Rent per Occupied Bed	$	880		$	846		$	692		$	903		$	838
	Other Income per Occupied Bed	53			223			182			54			111
	Total Revenue per Occupied Bed	$	933		$	1,069		$	874		$	957		$	949
	Operating Expense per Available Bed	$	416		$	376		$	439		$	410		$	410



FOURTH QUARTER 2016		10



		2016 RESULTS PRESENTED IN 2017 SAME-COMMUNITY MIX



Build-up to 2017 Same-Community Mix
(Amounts in thousands, except beds and per bed amounts)		Three Months Ended												Total / Weighted Average - Full Year 2016
		March 31, 2016			June 30, 2016			September 30, 2016			December 31, 2016			Total / Weighted Average - Full Year 2016
2017 Same-Communities
	Revenue	$	63,550		$	55,304		$	52,504		$	65,552		$	236,910
	Operating Expenses	21,266			22,378			27,146			22,630			93,420
	Net Operating Income	$	42,284		$	32,926		$	25,358		$	42,922		$	143,490
	Margin	67		%	60		%	48		%	65		%	61		%
	Beds	80,337			80,337			80,337			80,337			321,348
	Occupancy⁽¹⁾	96.4		%	83.1		%	88.1		%	96.0		%	90.9		%
	Net Apartment Rent per Occupied Bed	$	773		$	768		$	668		$	807		$	755
	Other Income per Occupied Bed	48			61			75			43			56
	Total Revenue per Occupied Bed	$	821		$	829		$	743		$	850		$	811
	Operating Expense per Available Bed	$	265		$	279		$	338		$	282		$	291

⁽¹⁾ Represents the weighted average physical occupancy for the period presented.
⁽²⁾ Effective January 1, 2017, the following communities will move from same-community to other-community: 1) Players Club serving Florida State University due to planned May 2017 demolition and redevelopment of the property and 2) University Towers, serving North Carolina State University, as we anticipate changing the way the community is operated and leased in 2017 due to a new freshman live-on requirement by the university, making year-over-year results incomparable due a significant change in the way this community will be leased and operated in 2017.



FOURTH QUARTER 2016		11



	PRELEASING SUMMARY



						Preleasing at February 14,
	Design Beds	% of NOI		2016 Opening Occupancy		2017		2016		Preleasing Ahead/(Behind)		Projected Rate Growth⁽¹⁾

Same-Communities - by Tier
Prior Year Occupancy Below 90% (Tier 1)	4,658	14.3	%	78.6	%	39.5	%	33.5	%	6.0	%	(1.0	)%
Prior Year Occupancy 90% to 96.9% (Tier 2)	3,697	13.8	%	94.0	%	51.5	%	45.3	%	6.2	%	2.6	%
Prior Year Occupancy 97% and Above (Tier 3)	16,911	71.9	%	99.7	%	68.0	%	69.6	%	(1.6	)%	3.6	%
Total Same-Communities ⁽²⁾	25,266	100.0	%	95.0	%	60.3	%	59.4	%	0.9	%	3.0	%
Total Other-Communities ⁽³⁾	889					21.7	%	18.2	%	3.5	%
Total New-Communities ⁽⁴⁾	3,124					26.4	%
Total Communities	29,279					55.5	%

Projected 2017-2018 Opening Revenue:
The same-community portfolio is projected to open the 2017-2018 lease-term with a 3.5% to 4.5% increase in rental revenue, with net rates up approximately 2.5% to 3.5% and an approximate 1% gain in occupancies compared to the prior year.



NOTE: This leasing update does not include communities serving the University of Kentucky, Boise State University or Northern Michigan University since each university's assignment process has not yet occurred. Players Club is not included, as the community is being redeveloped for 2018 delivery and is not leasing for the 2017-2018 lease-term.

⁽¹⁾ The projected rate growth presented represents the midpoint of the projected range for each individual tier, respectively.

⁽²⁾ The same-community designation for leasing purposes is different than for financial reporting purposes. A community is considered same-community for leasing when the Company has managed the leasing process for at least two leasing cycles, including the 2017/2018 leasing cycle. Design beds for Same-Communities included in the 2017 Preleasing Summary above include the following design beds: (1) total same-community design beds on page 29 of 24,880 less 2,982 beds at the University of Kentucky, 336 beds at Players Club and 889 beds at University Towers plus (2) 4,593 design beds on communities that are considered same for leasing purposes (see note 1 on page 30).

⁽³⁾Other-communities includes University Towers, serving North Carolina State University. As previously disclosed, University Towers will be reported in other communities in 2017 due to the University implementing a freshman live-on requirement starting this fall. As a result of the new live-on requirements, we are changing the way we market and operate the community in 2017, making year over year results incomparable.

⁽⁴⁾The new-community designation for leasing purposes is different than for financial statement purposes. A community is considered new-community for leasing when the Company has not previously managed the leasing process. Design beds for Total New-Communities include the following: (1) our 2016 acquisitions of Pura Vida Place (100 beds), Carriage House (94 beds) and Urbane (311 beds), plus (2) beds at our 2017 development deliveries of The Local: Downtown (304 beds), Avid Square (475 beds) and SkyVue (824 beds), plus (3) our 2017 acquisition of Retreat at Corvallis (1,016 beds).



FOURTH QUARTER 2016		12



	SAME-COMMUNITY PRELEASING BY REGION AND DISTANCE



						Preleasing at February 14,
	Design Beds	% of NOI		2016 Opening Occupancy		2017		2016		Preleasing Ahead/(Behind)		Projected Rate Growth⁽¹⁾

Same-Communities - by Region ⁽²⁾
Mid-Atlantic	5,758	28.2	%	98.1	%	77.3	%	78.2	%	(0.9	)%	4.4	%
Midwest	2,276	4.1	%	76.9	%	28.9	%	26.4	%	2.5	%	(4.0	)%
North	4,243	17.0	%	95.3	%	65.9	%	58.1	%	7.8	%	2.1	%
South Central	5,250	19.4	%	93.0	%	56.1	%	61.7	%	(5.6	)%	3.7	%
Southeast	4,001	13.1	%	99.9	%	58.6	%	53.4	%	5.2	%	2.5	%
West	3,738	18.2	%	98.4	%	54.8	%	54.9	%	(0.1	)%	3.2	%
Total Same-Communities	25,266	100.0	%	95.0	%	60.3	%	59.4	%	0.9	%	3.0	%


Same-Communities - by Distance from Campus
0-0.2 miles	14,324	65.3	%	98.4	%	63.1	%	67.8	%	(4.7	)%	3.7	%
0.21-0.49 miles	3,332	11.9	%	85.4	%	47.9	%	41.3	%	6.6	%	(0.5	)%
0.5-0.99 miles	2,041	7.4	%	87.2	%	68.9	%	51.4	%	17.5	%	2.9	%
1.0-1.99 miles	3,709	11.0	%	92.5	%	60.4	%	55.4	%	5.0	%	2.0	%
2.0 & > miles	1,860	4.4	%	99.6	%	51.7	%	43.8	%	7.9	%	1.9	%
Total Same-Communities	25,266	100.0	%	95.0	%	60.3	%	59.4	%	0.9	%	3.0	%

NOTE: Leasing update does not include the University of Kentucky since the university's assignment process has not yet occurred. Players Club is not included, as the community is being redeveloped for 2018 delivery and is not leasing for the 2017-2018 lease-term.

⁽¹⁾ The projected rate growth presented represents the midpoint of the projected range for each individual region or distance, respectively.

⁽²⁾ See definition of regions on page 32.



FOURTH QUARTER 2016		13



	TOP EdR MARKETS AND STATES BY REVENUE

*The data above is based on actual 2016 revenues, but excludes properties that were sold during 2016.

⁽¹⁾ All revenue at the University of Kentucky is from ONE Plan^SM on-campus assets.



FOURTH QUARTER 2016		14



	TOP EdR MARKETS AND STATES BY REVENUE

*The data above is based on actual 2016 revenues, but excludes properties that were sold during 2016.



FOURTH QUARTER 2016		15



	NEW SUPPLY AND ENROLLMENT - EdR MARKETS

EdR Market Supply, Enrollment and Revenue Growth




EdR Markets (% of enrollment):	2013		2014		2015		2016*		2017*
Projected new supply	2.2	%	2.2	%	2.0	%	1.8	%	2.1	%
Projected enrollment growth	1.3	%	1.4	%	1.5	%	1.5	%	1.8	%
	0.9	%	0.8	%	0.5	%	0.3	%	0.3	%

Same-community:
Occupancy increase (decrease)	3.0	%	2.0	%	0.4	%	(1.1	)%	1.0	%
Rate increase	2.0	%	2.0	%	3.4	%	3.4	%	3.0	%
Total leasing revenue growth	5.0	%	4.0	%	3.8	%	2.3	%	4.0	%

*Enrollment projections for 2016 and 2017 represent the 3-year enrollment CAGR through 2015 for our current portfolio and our portfolio with 2017 deliveries, respectively.



FOURTH QUARTER 2016		16



	OWNED COMMUNITY PROJECTED 2017 NEW SUPPLY AND DEMAND INFORMATION



Owned Community Projected 2017 New Supply and Demand Information by Region

Region ⁽²⁾	Percentage of Owned Beds	Pro Forma EdR NOI%⁽¹⁾	Enrollment Growth 3 Year CAGR - Universities Served	2017 New Supply %	Variance
West	14%	16%	2.0%	1.6%	0.4%
Mid Atlantic	17%	20%	1.8%	0.9%	0.9%
North	17%	16%	—%	1.7%	(1.7)%
South Central	32%	34%	2.4%	3.3%	(0.9)%
Southeast	12%	9%	3.2%	1.4%	1.8%
Midwest	8%	5%	1.2%	3.8%	(2.6)%
Total	100%	100%	1.8%	2.1%	(0.3)%



Projected 2017 New Supply Sorted by Percentage Increase				University Markets with >5% Increase in 2017 Supply

New Supply Growth	University Markets	EdR Beds	Pro Forma EdR NOI %⁽¹⁾	University	New Supply Increase	Pro Forma EdR NOI %⁽¹⁾
0%	48%	36%	36%	Boise State University	5.2%	1%
0.1% to 1.0%	4%	3%	3%	University of Oklahoma	7.2%	1%
1.0% - 3.0%	26%	25%	24%	Texas Tech University	12.3%	2%
3.0% - 5.0%	12%	29%	32%	University of Missouri	5.3%	1%
> 5.0%	10%	7%	5%			5%
Total	100%	100%	100%

NOTE: Schedule represents all markets served by EdR communities and includes the 2016 acquisitions and developments and all announced 2017 developments and acquisitions. Data was obtained from the National Center for Education Statistics, AXIOMetrics and local market data.

⁽¹⁾ NOI is based on 2016 actual net operating income with pro forma adjustments for 2016 and 2017 developments and acquisitions that have been operating for less than 12 months.
⁽²⁾See definition of regions on page 32.



FOURTH QUARTER 2016		17



		OWNED DEVELOPMENT SUMMARY



(Amounts in thousands, except bed counts)

	Active Projects	Project Type	EdR's Ownership Percentage	Bed Count	Estimated Start Date	Anticipated Completion Date	Total Project Development Cost		EdR's Economic Ownership Cost⁽¹⁾		Development Cost Funded by EdR's Balance Sheet (Excludes Partner Contribution)⁽²⁾		EdR's Remaining Cost to be Funded
	University of Kentucky - University Flats	ONE Plan ⁽³⁾	100%	771	In progress	Summer 2017	$	74,000	$	74,000	$	74,000	$	22,000
	Boise State University	ONE Plan ⁽³⁾	100%	656	In progress	Summer 2017	39,800		39,800		39,800		23,300
	University of Kentucky - Lewis Hall	ONE Plan ⁽³⁾	100%	346	In progress	Summer 2017	26,900		26,900		26,900		13,500
	Michigan State University - SkyVue	Joint Venture	90%	824	In progress	Summer 2017	89,900		80,900		87,700		33,300
	Texas State University - The Local: Downtown	Joint Venture	80%	304	In progress	Summer 2017	29,600		23,700		28,100		14,400
	Oklahoma State University - Avid Square	Joint Venture	70%	475	In progress	Summer 2017	47,200		33,000		43,700		28,200
	Northern Michigan University	ONE Plan ⁽³⁾	100%	800	In progress	Summer / Dec 2017	50,300		50,300		50,300		41,600
	Total - 2017 Deliveries			4,176			$	357,700	$	328,600	$	350,500	$	176,300

	University of Pittsburgh	Joint Venture	80%	723	In progress	Summer 2018	$	106,100	$	84,900	$	100,300	$	84,500
	Florida State University - Players Club redevelopment	Wholly Owned	100%	592	Summer 2017	Summer 2018	38,000		38,000		38,000		37,100
	Northern Michigan University	ONE Plan ⁽³⁾	100%	400	Summer 2017	Summer 2018	25,100		25,100		25,100		25,100
	University of Minnesota - Hub at Minneapolis	Joint Venture	51%	707	In progress	Summer 2018	97,900		49,900		83,500		82,400
	Arizona State University	Joint Venture	90%	857	In progress	Summer 2018	164,900		148,400		159,100		139,100
	Cornell University	ONE Plan ⁽³⁾	100%	872	In progress	Summer 2018	86,000		86,000		86,000		84,200
	Total - 2018 Deliveries			4,151			$	518,000	$	432,300	$	492,000	$	452,400

	University of Hawai'i - Hale Mahana	Joint Venture	90%	599	In progress	Fall 2018 or 2019	$	109,600	$	98,600	$	106,300	$	86,900
	Total - 2019 Deliveries			599			$	109,600	$	98,600	$	106,300	$	86,900

	Total Active Projects			8,926			$	985,300	$	859,500	$	948,800	$	715,600

	NOTE: The initiation and completion of an awarded project that has not begun construction is contingent upon execution of transactional documents, including such items as development agreements, construction agreements and ground leases.
	⁽¹⁾ Represents total project cost multiplied by EdR's ownership percentage, which is reflective of EdR's economic interest in operating results.
	⁽²⁾For developments that are consolidated in EdR's financials but less than 100% owned, 100% of the developments costs and debt related to the development is included in EdR's balance sheet. As such, EdR's funding requirement and impact on leverage is equal to total project cost less equity contributed by our joint venture partner.
	⁽³⁾ The On-Campus Equity Plan, or The ONE Plan^SM, is our equity program for universities, which allows universities to use EdR's equity and financial stability to develop and revitalize campus housing while preserving their credit capacity for other campus projects. The ONE Plan^SM offers one service provider and one equity source to universities seeking to modernize on-campus housing to meet the needs of today's students.



FOURTH QUARTER 2016		18



	CAPITAL ALLOCATION – LONG TERM FUNDING PLAN



(Amounts in millions)

Sources and Uses of Capital for All Announced Transactions

Estimated Capital Uses:
	Total Project Development Cost⁽²⁾		Acquisition or Development Costs funded by EdR Balance Sheet (Excludes Partner Contribution)⁽²⁾		Less: Costs Incurred to Date⁽²⁾		Remaining Capital Needs⁽²⁾
2017 Acquisitions⁽¹⁾	$	145	$	145	$	—	$	145
2017 Development Deliveries	358		351		175		176
2018 Development Deliveries	518		492		40		452
2019 Development Deliveries	110		106		19		87
Total	$	1,131	$	1,094	$	234	$	860

Estimated Capital Sources:
			2017		Thereafter		Capital Sources
Cash on Hand at December 31, 2016			$	34	$	—	$	34
Equity Proceeds Available from ATM Forward Sales⁽³⁾			296		—		296
Additional Debt, Including Draws on Revolving Credit Facility⁽⁴⁾			367		163		530
Total Estimate			$	697	$	163	$	860

Debt to Gross Assets

			December 31, 2016		Pro Forma for Funding Needs Through December 31, 2017⁽⁵⁾		Pro Forma Assuming All Funding Completed⁽⁶⁾
Debt to Gross Assets			18%		25%		28%

⁽¹⁾Represents purchase price for the acquisition of the Retreat at Corvallis which closed in January 2017, 319 Bragg which is expected to close in February 2017 and the second closing of Urbane which will occur in September 2017.
⁽²⁾Represents the share of development cost that is funded by EdR's balance sheet, which excludes any partner contributions - see page 18 for details.
⁽³⁾Represents available proceeds from completed but unsettled forward sales through January 2017 under the ATM. The sales can be settled, shares issued and proceeds received at the Company's option through the end of 2017.
⁽⁴⁾ The balance on the revolving credit facility as of December 31, 2016 was $20.0 million.
⁽⁵⁾Represents pro forma December 31, 2016 debt to gross assets including the impact of funding only the anticipated capital needed in 2017, in the manner shown in the estimated capital sources table above for 2017.
⁽⁶⁾Represents pro forma December 31, 2016 debt to gross assets as if all announced acquisitions and developments were 100% funded as of December 31, 2016 in the manner shown in the estimated capital sources table above.



FOURTH QUARTER 2016		19



	THIRD-PARTY DEVELOPMENT SUMMARY



(Amounts in thousands, except bed count)


THIRD-PARTY PROJECTS
Project	Bed Count	Estimated Start Date	Anticipated Completion Date	Project Development Cost		Total Project Fees		Fees Earned Prior Year ⁽¹⁾		Fees Earned Year Ended December 31, 2016 ⁽¹⁾		Remaining Fees to Earn
Texas A&M - Commerce	490	In progress	Summer 2017	29,925		1,260		—		210		1,050
East Stroudsburg University - Pennsylvania Ph II	488	In progress	Summer 2017	45,349		1,374		—		338		1,036
Shepherd University	298	In progress	Summer 2017	22,385		1,025		—		395		630
Total	1,276			$	97,659	$	3,659	$	—	$	943	$	2,716

NOTE: The initiation and completion of an awarded project that has not begun construction is contingent upon execution of transactional documents, including such items as development agreements and ground leases, and obtaining financing.

⁽¹⁾ Amount may not tie to third-party development services revenue on the statement of operations as this schedule only includes fees earned on projects that are in progress or recently completed.



FOURTH QUARTER 2016		20



		CAPITAL STRUCTURE




as of December 31, 2016					Principal Outstanding		Weighted Average Interest Rate		Average Term to Maturity (in years)
(Amounts in thousands)

Total Debt to Gross Assets				Variable Rate - Mortgage Debt	$	32,950	2.7	%	0.5
Debt⁽¹⁾	$	520,076		Variable Rate - Construction Debt	29,626		2.6	%	0.8
Gross Assets⁽²⁾	2,821,819			Variable Rate - Unsecured Revolving Credit Facility	20,000		1.9	%	1.9
Debt to Gross Assets	18.4		%	Fixed Rate - 5 Yr. Unsecured Term Loan ⁽⁶⁾	65,000		2.9	%	2.0
				Fixed Rate - 7 Yr. Unsecured Term Loan ⁽⁶⁾	122,500		3.9	%	4.0
Net Debt to Gross Assets				Fixed Rate - Unsecured Senior Notes	250,000		4.6	%	7.9
Net Debt	$	485,601		Debt⁽¹⁾ / Weighted Average	520,076		3.9	%	5.2
Gross Assets⁽⁷⁾	2,787,344			Less: Cash	34,475
Net Debt to Gross Assets	17.4		%	Net Debt	485,601

Net Debt to Enterprise Value
Net Debt	$	485,601
Market Equity⁽³⁾	3,101,068			Interest Coverage (TTM) ⁽⁴⁾	9.0x
Enterprise Value	$	3,586,669		Net Debt to EBITDA - Adjusted (TTM) ⁽⁵⁾	1.7x
				Variable Rate Debt to Total Debt	15.9%
Net Debt to Enterprise Value	13.5%
				Undrawn Forward Equity Proceeds ⁽⁸⁾	$	288,650

⁽¹⁾ Excludes unamortized deferred financing costs of $2.9 million.
⁽²⁾ Excludes accumulated depreciation of $315.6 million.
⁽³⁾Market equity includes 73,075,455 shares of the Company's common stock and 235,851 units outstanding, which are convertible into common shares, and is calculated using $42.30 per share, the closing price of the Company's common stock on December 31, 2016.
⁽⁴⁾ Equals Adjusted EBITDA of $139.0 million divided by interest expense of $15.5 million. See page 25 for reconciliation to Adjusted EBITDA.
⁽⁵⁾ Net Debt to EBITDA - Adjusted is calculated to normalize the impact of non-producing construction debt. In the calculation, Net Debt is total debt (excluding the unamortized deferred financing costs) less cash and excludes non income-producing debt related to assets under development at time of calculation. EBITDA is Proforma Adjusted EBITDA, which includes proforma adjustments to reflect all acquisitions, development deliveries and dispositions as if such had occurred at the beginning of the 12 month period being presented.
⁽⁶⁾ The Trust entered into interest rate swaps to effectively fix the interest rate on the term loans. The weighted average interest rates reflect the swapped (fixed) rate plus the current margin. In January 2017, the Trust amended the term loans to extend the maturity of the five year tranche by three years to 2022 and reduce the rate of the seven year tranche by 35 bps.
⁽⁷⁾ Excludes accumulated depreciation of $315.6 million and cash of $34.5 million.
⁽⁸⁾ Represents available proceeds from sales of common stock sold under ATM forward agreements through December 31, 2016. As of January 31, 2017, the Trust had undrawn forward equity proceeds of $296.5 million. The forward transactions can be settled, shares issued and proceeds received at any time at the Company's option through the end of 2017. Undrawn proceeds from the completed ATM forward sales are not factored into the metrics above.



FOURTH QUARTER 2016		21



		CAPITAL STRUCTURE

as of December 31, 2016

NOTE: At December 31, 2016, the Trust had $34.5 million of cash on hand and $288.7 million of undrawn proceeds from shares sold under ATM forward agreements during the year.



Weighted Average Interest Rate of Debt Maturing Each Year ⁽²⁾
	2017	2018	2019	2020	2021	2022	2023	2024
Fixed Rate Debt	—%	—%	2.9%	—%	3.9%	—%	—%	4.6%
Variable Rate Debt	2.7%	1.9%	—%	—%	—%	—%	—%	—%
Total Debt	2.7%	1.9%	2.9%	—%	3.9%	—%	—%	4.6%

⁽¹⁾ The unsecured revolving credit facility has an initial maturity of November 19, 2018 and has a one-year extension option that may be exercised if certain conditions are met. The revolver has a current balance of $20.0 million.
⁽²⁾ The Trust entered into interest rate swaps to effectively fix the interest rate on the term loans. The weighted average interest rates reflect the swapped (fixed) rate plus the current margin.



FOURTH QUARTER 2016		22



		CAPITAL STRUCTURE

Pro forma for January 2017 capital transactions⁽¹⁾

NOTE: At January 31, 2017, the Trust had $296.5 million of undrawn proceeds from shares sold under ATM forward agreements since August 2016.



Weighted Average Interest Rate of Debt Maturing Each Year ⁽³⁾
	2017	2018	2019	2020	2021⁽¹⁾	2022⁽¹⁾	2023	2024
Fixed Rate Debt	—%	—%	—%	—%	3.5%	2.9%	—%	4.6%
Variable Rate Debt	2.7%	1.9%	—%	—%	—%	—%	—%	—%
Total Debt	2.7%	1.9%	—%	—%	3.5%	2.9%	—%	4.6%

⁽¹⁾ In January 2017, the Trust amended the term loans to extend the maturity of the five year tranche by three years from 2019 to 2022, reduced the interest rate margin of the seven year tranche by 35 bps and entered into forward swap agreements to effectively fix the interest rate during the extension period.
⁽²⁾ The unsecured revolving credit facility has an initial maturity of November 19, 2018 and has a one-year extension option that may be exercised if certain conditions are met. The revolver had a balance of $20.0 million as of December 31, 2016.
⁽³⁾ The Trust entered into interest rate swaps to effectively fix the interest rate on the term loans. The weighted average interest rates reflect the swapped (fixed) rate plus the current margin. The amounts above are pro forma for January 2017 capital transactions.



FOURTH QUARTER 2016		23



			UNSECURED SENIOR NOTE COVENANTS



as of December 31, 2016
(Amounts in thousands)

Unsecured Senior Note Covenants⁽¹⁾	Requirement			Current Ratio
Total Debt to Total Asset Value	≤ 60%			18.5%
Secured Debt to Total Asset Value	≤ 40%			2.2%
Unencumbered Asset Value to Unsecured Debt	> 150%			587.9%
Interest Coverage	> 1.5x			6.58x


Calculation of Interest Coverage Ratio:
Adjusted Pro Forma EBITDA:
EdR Adjusted EBITDA⁽²⁾	$	139,047
Pro forma Adjustments - acquisitions & dispositions⁽¹⁾	3,899
Total Adjusted Pro Forma EBITDA	$	142,946

Pro Forma Interest Expense:
Interest expense	$	15,454
Add back: Capitalized interest	7,207
Pro forma adjustments	(936		)
Pro forma interest expense	$	21,725

Interest Coverage	6.58x

⁽¹⁾Computed in accordance with the First Supplemental Indenture filed November 24, 2014 with the SEC.
⁽²⁾ See page 25 for a reconciliation to EdR Adjusted EBITDA.



FOURTH QUARTER 2016		24



	RECONCILIATION OF NON-GAAP MEASURES

Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA)



(Amounts in thousands)
	For the Year Ended December 31,
	2016			2015
Net income attributable to common shareholders	$	44,924		$	19,911
Straight line adjustment for ground leases	4,731			4,782
Acquisition costs	619			293
Depreciation and amortization	81,413			68,022
Loss on impairment of collegiate housing assets	2,500			—
Gain on sale of collegiate housing assets	(23,956		)	(2,770		)
Interest expense	15,454			24,449
Amortization of deferred financing costs	1,731			2,089
Interest income	(490		)	(213		)
Loss on extinguishment of debt	10,611			403
Income tax expense	684			347
Other operating expense - change in fair value of contingent consideration liability	1,046			—
Noncontrolling interests	(220		)	171
Adjusted EBITDA	139,047			117,484
Annualize acquisitions, developments and dispositions⁽¹⁾	9,938			9,711
Pro Forma Adjusted EBITDA	$	148,985		$	127,195

⁽¹⁾ Pro forma adjustment to reflect all acquisitions, development deliveries and dispositions as if such transactions had occurred on the first day of the period presented.



FOURTH QUARTER 2016		25



	RECONCILIATION OF NON-GAAP MEASURES

Net operating income (NOI)



(Amounts in thousands)	Year ended December 31,
	2016			2015
Operating income	$	49,066		$	45,055
Less: Third-party development services revenue	(2,364		)	(2,233		)
Less: Third-party management services revenue	(3,588		)	(3,670		)
Plus: Other operating expense	1,046			—
Plus: Development and management services expenses	10,671			11,446
Plus: General and administrative expenses, development pursuit, acquisition costs and severance	11,603			9,452
Plus: Ground leases	12,462			11,268
Plus: Impairment loss on collegiate housing properties	2,500			—
Plus: Depreciation and amortization	81,413			68,022
NOI	$	162,809		$	139,340

Debt to gross assets



(Amounts in thousands)	December 31, 2016			December 31, 2015
Mortgage and construction loans, excluding unamortized deferred financing costs of $56 and $953 as of December 31, 2016 and 2015, respectively	$	62,576		$	205,464
Unsecured revolving credit facility	20,000			—
Unsecured term loan, excluding unamortized deferred financing costs of $762 and $982 as of December 31, 2016 and 2015, respectively	187,500			187,500
Unsecured Senior Notes, excluding unamortized deferred financing costs of $2,062 and $2,322 as of December 31, 2016 and 2015, respectively	250,000			250,000
Total debt, excluding unamortized deferred financing costs	$	520,076		$	642,964

Total assets	$	2,506,185		$	2,001,831
Accumulated depreciation⁽¹⁾	315,634			270,993
Gross assets	$	2,821,819		$	2,272,824

Debt to gross assets	18.4		%	28.3		%
⁽¹⁾ Represents accumulated depreciation on real estate assets.



FOURTH QUARTER 2016		26



	2017 GUIDANCE



(Amounts in thousands, except per share/unit data)	Year ending December 31, 2016
	Low End			High End

Net income attributable to EdR	$	50,900		$	58,400

Real estate related depreciation and amortization	88,200			88,200
Equity portion of real estate depreciation and amortization on equity investees	2,500			2,500
Noncontrolling interests	(300		)	(300		)
Funds from operations ("FFO") available to stockholders and unitholders	$	141,300		$	148,800

FFO adjustments:
Straight-line adjustment for ground leases⁽¹⁾	4,700			4,700
FFO adjustments	4,700			4,700

Core funds from operations ("Core FFO") available to stockholders and unitholders	$	146,000		$	153,500

Earnings per share - diluted	$	0.66		$	0.76

FFO per weighted average share/unit⁽²⁾	$	1.84		$	1.94

Core FFO per weighted average share/unit⁽²⁾	$	1.90		$	2.00

Weighted average shares/units⁽²⁾	76,800			76,800

Note: See page 28 for details on guidance assumptions.

⁽¹⁾ Represents the straight-line rent expense adjustment required by GAAP related to ground leases. As ground lease terms range from 40 to 99 years, the adjustment to straight-line these agreements becomes material to our operating results, distorting the economic results of the communities.
⁽²⁾ FFO and Core FFO per weighted average share/unit were computed using the weighted average of all shares and operating partnership units outstanding, regardless of their dilutive impact.



FOURTH QUARTER 2016		27



	2017 GUIDANCE



(Amounts in thousands, except per share data)
2017 Guidance Assumptions

Core FFO							Development and Management Services
	Low			High		Change from 2016 (%)		Low		High
Core FFO	$146,000		-	$153,500			Third-party development services revenue	$3,400
Core FFO Per Share/Unit	$1.90		-	$2.00		7% to 13%	Third-party management services revenue	$3,200

Community Net Operating Income Guidance Assumptions							G&A and Nonoperating Expenses
	Low			High				Low		High
Same-community revenue growth	2.5%		-	3.5%			Interest expense, before capitalized interest and including amortization of deferred financing costs	$32,000	-	$33,000
Same-community operating expense growth	3.0%		-	4.0%			Capitalized Interest	$14,400	-	$16,200
Same-community net operating income growth	2.0%		-	3.0%			General and administrative expenses (including management and development services)	$24,000	-	$25,500
Same-community - fall revenue growth	3.5%		-	4.5%			Ground lease expense, excluding straight-line	$8,800
							Depreciation and amortization	$90,600
New-communities:							Depreciation and amortization add back to Core FFO	$88,200
New-community NOI	$	42,800	-	$	44,600
Comprised of:							Other
NOI on 2017 developments and acquisitions	$	17,400	-	$	18,700			Low		High
NOI on 2016 developments and acquisitions	$	29,500	-	$	30,000		Income tax expense	$400
Preopening expenses, included in amounts above	$4,100						Equity in earnings of unconsolidated entities	$700
							Core FFO depreciation add back related to unconsolidated entities above	$2,500
Other-communities:							Net loss attributable to noncontrolling interests	$800
Other-community NOI	$2,000						Noncontrolling interest adjustment to FFO	$(300)
Preopening expenses related to redevelopment of Players Club, included in above	$400
							Full year weighted average shares/units	76,800
Potential Capital Transactions	Dollar Volume
	Low			High
Acquisitions	$	75,000	-	$	125,000
Equity issuances, including settling ATM forward shares	$400,000
New Term Loan at 4.5%	$150,000



FOURTH QUARTER 2016		28



	COMMUNITY LISTING - OWNED

Name

Primary University Served

Acquisition/Development Date

# of Beds

Name

Primary University Served

Acquisition/Development Date

# of Beds

Same Communities

Players Club⁽⁵⁾

Florida State University

Jan '05

336

The District on 5th

University of Arizona

Oct '12

764

University Towers⁽⁶⁾

North Carolina State
University

Jan '05

889

Campus Village

Michigan State University

Oct '12

355

The Reserve on Perkins

Oklahoma State University

Jan '05

732

The Province

Kent State University

Nov '12

596

The Pointe

Pennsylvania State
University

Jan '05

984

The Suites at Overton Park

Texas Tech University

Dec '12

465

The Lofts

University of Central Florida

Jan '05

730

The Centre at Overton Park

Texas Tech University

Dec '12

400

The Reserve at Columbia

University of Missouri

Jan '05

676

The Oaks on the Square

University of Connecticut

Aug '12, Aug '13

503

Commons at Knoxville

University of Tennessee

Jan '05

708

3949

Saint Louis University

Aug '13

256

Campus Creek

University of Mississippi

Feb '05

636

Lymon T. Johnson Hall (ONE
Plan)⁽³⁾

University of Kentucky

Aug '13

301

Campus Lodge

University of Florida

Jun '05

1,115

Herman Lee Donovan Hall
(ONE Plan)⁽³⁾

University of Kentucky

Aug '13

300

Carrollton Crossing

University of West Georgia

Jan '06

336

2400 Nueces (ONE Plan)

University of Texas at Austin

Aug '13

655

River Pointe

University of West Georgia

Jan '06

504

Roosevelt Point

Arizona State University -
Downtown Phoenix

Aug '13

609

The Reserve at Saluki Pointe

Southern Illinois University

Aug '08, Aug '09

768

The Retreat at State College

Pennsylvania State University

Sept '13

587

University Village on Colvin
(ONE Plan)

Syracuse University

Aug '09

432

The Cottages on Lindberg

Purdue University

Sept '13

745

GrandMarc at The Corner

University of Virginia

Oct '10

641

The Varsity

University of Michigan

Dec '13

415

Wertland Square

University of Virginia

Mar '11

152

The Lotus

University of Colorado -
Boulder

Nov '11, Aug '14

235

Jefferson Commons

University of Virginia

Mar '11

109 Tower

Florida International
University

Aug '14

542

The Berk on College

University of California,
Berkeley

May '11

122

The Oaks on the Square- Ph III

University of Connecticut

Aug '14

116

The Berk on Arch

University of California,
Berkeley

May '11

Frances Jewell Hall
(ONE Plan)⁽³⁾

University of Kentucky

Aug '14

740

University Village Towers

University of California,
Riverside

Sept '11

554

Georgia M. Blazer Hall
(ONE Plan)⁽³⁾

University of Kentucky

Aug '14

427

Irish Row

University of Notre Dame

Nov '11

326

Haggin Hall (ONE Plan)⁽³⁾

University of Kentucky

Aug '14

396

GrandMarc at Westberry Place
(ONE Plan)

Texas Christian University

Dec '11

562

Woodland Glen I (ONE Plan)⁽³⁾

University of Kentucky

Aug '14

409

The Reserve on Stinson

University of Oklahoma

Jan '12

612

Woodland Glen II (ONE Plan)⁽³⁾

University of Kentucky

Aug '14

409

Campus West (ONE Plan)

Syracuse University

Aug '12

313

The District on Apache

Arizona State University -
Tempe

Sept '14

900

East Edge

University of Alabama

Aug '12

774

Total Same-Communities

24,880

The Province

East Carolina University

Sept '12

728



FOURTH QUARTER 2016		29



	COMMUNITY LISTING - OWNED

Name

Primary University Served

Acquisition/Development Date

# of Beds

Name

Primary University Served

Acquisition/Development Date

# of Beds

New Communities

The Retreat at Oxford⁽¹⁾

University of Mississippi

Aug '13, Aug '16

1,018

The Hub at Madison⁽¹⁾

University of Wisconsin

May '16

1,038

Commons on Bridge⁽¹⁾⁽⁴⁾

University of Tennessee

June '15

150

Holmes Hall
(ONE Plan)⁽³⁾

University of Kentucky

Aug '16

645

Oaks on the Square- Ph IV⁽¹⁾⁽⁴⁾

University of Connecticut

Aug '15

391

Boyd Hall
(ONE Plan)⁽³⁾

University of Kentucky

Aug '16

496

The Retreat at Louisville⁽¹⁾⁽⁴⁾

University of Louisville

Aug '15

656

The Retreat at Blacksburg⁽¹⁾

Virginia Tech

Aug '16

829

Woodland Glen III (ONE Plan)⁽³⁾⁽⁴⁾

University of Kentucky

Aug '15

782

Pura Vida Place⁽²⁾

Colorado State University

Aug '16

100

Woodland Glen IV (ONE Plan)⁽³⁾⁽⁴⁾

University of Kentucky

Aug '15

578

Carriage House⁽²⁾

Colorado State University

Aug '16

Woodland Glen V (ONE Plan)⁽³⁾⁽⁴⁾

University of Kentucky

Aug '15

250

Urbane⁽²⁾

University of Arizona

Sept '16

311

The Province Boulder⁽¹⁾⁽⁴⁾

University of Colorado -
Boulder

Sept '15

317

Total New-Communities

7,849

Lokal⁽¹⁾

Colorado State University

March '16

194

Total Owned-Communities

32,729

⁽¹⁾ The same-community designation for leasing purposes is different than for financial reporting purposes. These communities are considered same-community for 2017/2018 leasing purposes, as the Company managed the leasing process for both the 2016/2017 lease cycle and is currently managing the leasing process for the 2017/2018 lease cycle. Total same-community beds for leasing purposes is 25,266.

⁽²⁾ These properties are considered new for purposes of leasing, as we did not manage the leasing process for the 2016/2017 lease year.

⁽³⁾ The Kentucky communities, totaling 5,733 beds, are excluded from the leasing update on pages 12 and 13, as the assignment process does not occur until May.

⁽⁴⁾ These properties will move into same-communities effective January 1, 2017 for financial statement reporting purposes.

⁽⁵⁾ Players Club will move into other-communities effective January 1, 2017 due to redevelopment of the property (see pages 10 and 11). This property is not included in 2017/2018 leasing results.

⁽⁶⁾ University Towers will move into other-communities effective January 1, 2017 due to a change in their bed count as a result of the University's new freshman live-on requirement beginning with the 2017/2018 academic year. University Towers will be considered new for purposes of leasing.



FOURTH QUARTER 2016		30



		INVESTOR RELATIONS



Executive Management
	Randy Churchey	Chief Executive Officer
	Tom Trubiana	President
	Bill Brewer	Chief Financial Officer
	Christine Richards	Chief Operating Officer
	Lindsey Mackie	Chief Accounting Officer
	J. Drew Koester	Senior Vice President - Capital Markets and Investor Relations

Corporate Headquarters
	EdR
	999 South Shady Grove Road, Suite 600
	Memphis, TN 38120
	(901) 259-2500

Covering Analysts
	Firm	Analyst	Contact #	Email
	Bank of America - Merrill	Jeffrey Spector	(646) 855-1363	jeff.spector@baml.com
	CANACCORD\|Genuity	Ryan Meliker	(212) 389-8094	rmeliker@canaccordgenuity.com
	Capital One	Tom Lesnick	(571) 633-8191	thomas.lesnick@capitalone.com
	Citi	Nicholas Joseph	(212) 816-1909	nicholas.joseph@citi.com
	Evercore ISI	Gwen Clark	(212) 446-5611	gwen.clark@evercoreisi.com
	FBR Capital Markets & Co.	David Corak	(703) 312-1610	dcorak@fbr.com
	Green Street Advisors	Ryan Burke	(949) 640-8780	rburke@greenstreetadvisors.com
	Goldman Sachs	Andrew Rosivach	(212) 902-2796	andrew.rosivach@gs.com
	Hilliard Lyons	Carol Kemple	(502) 588-1839	ckemple@hilliard.com
	J.P. Morgan Securities Inc.	Anthony Paolone	(212) 622-6682	anthony.paolone@jpmorgan.com
	JMP Securities	Aaron Hecht	(415) 835-3963	ahecht@jmpsecurities.com
	KeyBanc Capital Markets	Jordan Sadler	(917) 368-2280	jsadler@keybanccm.com
	RBC Capital Market	Wes Golladay	(440) 715-2650	wes.golladay@rbccm.com
	Robert W Baird & Co.	Drew Babin	(215) 553-7816	dbabin@rwbaird.com
	Sandler O'Neill + Partners, L.P.	Alex Goldfarb	(212) 466-7937	agoldfarb@sandleroneill.com



FOURTH QUARTER 2016		31



		DEFINITIONS




Design beds	Represents the sum of the monthly design beds in the portfolio during the period.

FFO	Funds from operations as defined by the National Association of Real Estate Investment Trusts.

GAAP	U.S. generally accepted accounting principles.

Net apartment rent per occupied bed (NarPOB)	Represents GAAP net apartment rent for the respective period divided by the sum of occupied beds in the portfolio for each month included in the period reported.

Net debt to EBITDA - adjusted	Net debt to EBITDA - adjusted is calculated to normalize the impact of non-producing construction debt. In the calculation, net debt is total debt (excluding the unamortized deferred financing costs) less cash and excludes non income-producing debt related to assets under development at time of calculation. EBITDA is Pro Forma Adjusted EBITDA, which includes proforma adjustments to reflect all acquisitions, dispositions and development assets that are open as if such had occurred at the beginning of the 12 month period being presented.

Operating expense per bed	Represents community-level operating expenses excluding management fees, depreciation and amortization.

Other income per available bed	Represents other GAAP-based income for the respective period divided by the sum of the design beds in the portfolio for each of the included months. Other income includes service/application fees, late fees, termination fees, parking fees, transfer fees, damage recovery, utility recovery, and other misc.

Physical occupancy	Represents a weighted average of the month end occupancies for each month included in the period reported.

Regional Definitions	Regions are defined as follows: Mid-Atlantic: North Carolina, Pennsylvania, Connecticut, New York, Virginia; Midwest: Oklahoma, Missouri; North: Michigan, Ohio, Indiana, Illinois; South Central: Texas, Tennessee, Mississippi, Kentucky; Southeast: Florida, Alabama, Georgia; West: Arizona, California, Colorado.

Revenue per occupied bed (RevPOB)	Represents total revenue (net apartment rent plus other income) for the respective period divided by the sum of occupied beds in the portfolio for each month included in the period reported.

Same community	Same-communities are defined as those communities that were owned and operating for the full year as of December 31, 2016 and 2015 and are not conducting substantial development or redevelopment activities or have other significant changes in design beds.

EdR's Economic Ownership of Developments	Represents total project cost multiplied by EdR's ownership percentage, which is reflective of EdR's economic interest in operating results.

Development Cost Funded by EdR's Balance Sheet	For developments that are consolidated in EdR's financials but less than 100% owned, 100% of the developments costs and debt related to the development is included in EdR's balance sheet. As such, EdR's funding requirement and impact on leverage is equal to total project cost less equity contributed by our joint venture partner.



FOURTH QUARTER 2016		32



		SAFE HARBOR

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements about the Company’s business that are not historical facts are “forward-looking statements,” which relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements are based on current expectations. You should not rely on our forward-looking statements because the matters that they describe are subject to known and unknown risks and uncertainties that could cause the Company’s business, financial condition, liquidity, results of operations, Core FFO, FFO and prospects to differ materially from those expressed or implied by such statements. Such risks are set forth under the captions “Risk Factors,” “Forward-Looking Statements” and "Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in our most recent Annual Report on Form 10-K and our quarterly reports on Form 10-Q, and as described in our other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and, except as otherwise may be required by law, the Company undertakes no obligation to update publicly or revise any guidance or other forward-looking statement, whether as a result of new information, future developments, or otherwise except as required by law.



FOURTH QUARTER 2016		33

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