Hersha Hospitality Trust
Annual Report 2008

Plain-text annual report

12968CVR_LA:12968CVR_LA 3/31/09 9:37 AM Page 1 h e r s h a h o s p i t a l i t y t r u s t a n n u a l r e p o r t 2 0 0 8 H E R S H A www.hersha.com h e r s h a h o s p i t a l i t y t r u s t Annual Report 2008 H E R S H A 12968CVR_LA:12968CVR_LA 3/31/09 9:37 AM Page 2 H E R S H A H E R S H A H O S P I T A L I T Y T R U S T ( H T ) H E R S H A H E R S H A H O S P I T A L I T Y T R U S T ( H T ) Hersha Hospitality Trust (HT) is a real estate investment trust (REIT) focused on the acquisition and aggressive management of primarily select Hersha Portfolio by Hotel Brand (1) Marriott 33% Hilton 29% Intercontinental 15% Hyatt 15% Other 8% (1) Based on pro-rata ownership share of 2008 EBITDA excluding preferred returns. service and extended stay Hersha Portfolio by Market Segment (2) hotels in metropolitan markets. Hersha trades under the symbol HT on the New York Stock Exchange. As of December 31, 2008, the Company owned interests in 76 upper upscale, upscale, and midscale hotels located predominantly in the Northeastern United States. Qualification as a REIT under the Internal Revenue Code enables the Company to distribute income to shareholders without federal income tax liability to the Company. Upscale 52% Midscale 46% Upper Upscale 3% (2) Based on pro-rata ownership share of 2008 EBITDA excluding preferred returns. Hersha Portfolio by Destination (3) Major Metro 79% Secondary 12% Destination 9% (3) Based on pro-rata ownership share of 2008 EBITDA excluding preferred returns. Hersha Portfolio by Location (4) New York Metro & New Jersey 37% Boston Metro & New England 22% Philadelphia Metro & Mid-Atlantic 25% Washington, DC Metro 10% West Coast & Arizona 6% (4) Based on pro-rata ownership share of 2008 EBITDA excluding preferred returns. Board of Trustees Hasu P. Shah Chairman, Hersha Hospitality Trust Jay H. Shah Chief Executive Officer, Hersha Hospitality Trust Michael A. Leven President and COO, Las Vegas Sands Corp. Donald J. Landry Former CEO and President, Sunburst Hospitality, Inc. John Sabin Executive Vice President, Phoenix Health Systems, Inc. Thomas S. Capello Founder & Principal, First Capital Equities Thomas J. Hutchison III Former CEO, CNL Hotels & Resorts, Inc. Kiran P. Patel Chief Investment Officer, Hersha Group Corporate Officers Jay H. Shah Chief Executive Officer Neil H. Shah President and Chief Operating Officer Ashish R. Parikh Chief Financial Officer Michael R. Gillespie Chief Accounting Officer David L. Desfor Treasurer and Corporate Secretary William J. Walsh Vice President of Asset Management Robert C. Hazard III Vice President of Acquisitions and Development Corporate Headquarters 44 Hersha Drive Harrisburg, PA 17102 Telephone: (717) 236-4400 Facsimile: (717) 774-7383 Philadelphia Executive Offices Penn Mutual Towers 510 Walnut Street, 9th Floor Philadelphia, PA 19106 Telephone: (215) 238-1046 Facsimile: (215) 238-0157 Independent Auditors KPMG LLP Certified Public Accountants 1601 Market Street Philadelphia, PA 19103 Telephone: (267) 256-7000 Registrar & Stock Transfer Agent American Stock Transfer & Trust Company 10150 Mallard Creek Drive, Suite 307 Charlotte, NC 28262 Telephone: (800) 829-8432 Legal Counsel Hunton & Williams Riverfront Plaza 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Common Stock Information The Common Stock of Hersha Hospitality Trust is traded on the New York Stock Exchange under the Symbol “HT” 12968_LA:12968Hersha_LA 3/31/09 1:46 PM Page 4 2008 Financial Highlights (In thousands, except per share data) Year Ended December 31, hotel operating results (a) 2008 2007 2006 2005 2004 Total Revenues $ 378,338 $ 366,314 $ 259,502 $ $ 127,170 72,076 Average Daily Rate Occupancy Revenue Per Available Room $ $ 139.48 71.44% 99.64 $ $ 134.12 73.07% 98.00 $ $ 117.91 71.75% 84.60 $ $ 106.18 71.32% 75.73 $ $ 97.62 67.21% 65.61 (a) Pertains to all hotels owned as of year end including the total results of hotels owned in a joint venture structure. (In thousands except per share data) Year Ended December 31, hersha hospitality trust 2008 2007 2006 2005 2004 Operating Data: (Excluding Impairment Charges) (1) Total Revenues (Including Discontinued Operations) Net Income applicable to Common Shareholders Adjusted Funds from Operations (2) $ 265,399 5,829 61,308 Per Share Data: (Excluding Impairment Charges) (1) Basic Earnings Per Common Share Diluted Earnings Per Common Share AFFO Distributions to Common Shareholders $ 0.07 0.07 1.15 0.72 $ $ 248,813 13,047 56,001 $ 153,887 298 29,888 $ 0.22 0.22 1.21 0.72 ) (0.04 ) (0.04 0.97 0.72 $ $ 89,466 1,377 15,567 0.04 0.04 0.67 0.72 $ $ 58,511 2,049 11,571 0.12 0.12 0.57 0.72 Balance Sheet Data: (as of December 31) Total Assets Total Debt Minority Interest in Partnership Total Shareholder’s Equity $ 1,179,455 743,781 53,520 349,963 $ 1,067,607 663,008 42,845 330,405 $ 968,208 580,542 25,933 331,619 $ 455,355 256,521 15,147 164,703 $ 261,021 111,846 16,779 119,792 (1) Operating and Per Share Data exclude charges recorded during 2008 relating to an impairment loss on one of our development loans as well as an investment in one of our unconsolidated joint ventures. (2) Funds from Operations (FFO) as defined by NAREIT represents net income (loss) (computed in accordance with generally accepted accounting principles), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated assets, plus certain non- cash items, such as depreciation and amortization, and after adjustments for unconsolidated partnerhips and joint ventures. We present Adjusted Funds From Operations (AFFO), which reflects FFO in accordance with the NAREIT definition plus the following additional adjustments: adding back write-offs of deferred financing costs on debt extinguishment, both for consolidated and unconsolidated properties, adding back amortization of deferred financing costs, adding back non-cash stock expense, adding back impairment charges, adding back FFO attributed to our partners in consolidated joint ventures, and making adjustments to ground lease payments, which are required by GAAP to be amortized on a straight-line basis over the term of the lease, to reflect the actual lease payment. 12968_LA:12968Hersha_LA 3/31/09 9:32 AM Page 5 Annual Report 2008 Fellow Shareholders: Although 2008 began with uncertainty and the possibility of a recession of ordinary pro- portions, the economic crisis that unfolded in the latter part of the year altered the U.S. economic landscape in dramatic fashion. With the fall of the financial sector, the economy retreated to a primitive, binary place where only risk and safety mattered. Managerial con- servatism and defensive attributes of business models carried little weight as we saw all business sectors with otherwise dissimilar risk profiles, treated with similar disregard. The trifecta of the credit, liquidity and confidence crisis sacked the public equity markets with an intensity and velocity that was unprecedented in the experience of this country’s busi- ness leadership. Against this troubled backdrop, Hersha’s portfolio demonstrated its resiliency by deliver- ing defensive outperformance for 2008. Our core consolidated portfolio of value-orient- ed, focused service and upscale extended stay brands is strategically situated in high bar- rier to entry, diverse urban and suburban markets in the northeastern U.S. Our total and 12968_LA:12968Hersha_LA 3/31/09 9:32 AM Page 6 hersha hospitality trust Hampton Inn, Philadelphia, PA 12968_LA:12968Hersha_LA 3/31/09 1:47 PM Page 7 hersha hospitality trust Residence Inn, Langhorne, PA 12968_LA:12968Hersha_LA 3/31/09 9:32 AM Page 8 Annual Report 2008 same store consolidated portfolio achieved 1.6% and 1.1% growth in revenue per avail- able room (RevPAR), respectively, compared to negative RevPAR growth rates across the broader hotel sector. We made the decision in the Spring of 2008 to issue equity to further fortify our balance sheet in preparation for a contraction. We issued 6.6 million common shares and 2.5 mil- lion additional operating partnership units in the first half of 2008. For the year, the Company generated $1.15 of AFFO per diluted common share down slightly from $1.22 a year ago. Across the last several years, Hersha has assembled a high quality portfolio of young hotels in high barrier to entry markets that are affiliated with industry leading brands such as Marriott, Hilton and Hyatt. Our hotels are mid priced and offer compelling value to guests, a true competitive advantage that is of particular importance today. The hotels are in loca- tions with varied and robust demand generators, extensive travel infrastructure and a strong mix of corporate and leisure travelers. We typically own hotels of a modest size that can be optimally yield managed even during periods of constrained demand. These factors combine to create less volatility in our cash flows, leading to a more stable business platform. Our acquisitions underwriting follows a strict discipline and in recent years we have become even more selective. We remained conservative as hotel trading values were skewed by new entrants in the marketplace with unsettling investment objectives. These temporary players came bound with cyclical momentum, plentiful equity, inexpensive debt and aggressive underwriting standards. The ensuing frenzy disrupted the otherwise order- ly hotel transaction market. 12968_LA:12968Hersha_LA 3/31/09 1:47 PM Page 9 Annual Report 2008 We slowed our acquisitions activity considerably in 2008 buying only six hotels. Each hotel had characteristics that made it defensive and resilient. The hotels added to our portfo- lio’s balance between urban and suburban markets and serve demand generators that are less susceptible to economic contractions such as military bases and educational institu- tions. Our portfolio is purposefully diversified to include exposure to markets with less volatile performance and a variety of demand generators. During expansion cycles, the stability of suburban hotels goes largely unrecognized, but our experience shows that dur- ing downturns, the consistent contribution of these hotels to our FFO is strategically very desirable. Our portfolio remains the youngest in the public hotel sector. In addition to enjoying above portfolio average growth as these hotels ramp up, the youthfulness of the portfo- lio affords us the opportunity to responsibly save on expensive capital expenditures dur- ing this liquidity constrained time. Additionally, guests in our segment prefer newer hotels allowing us to drive additional market share to our hotels during a contraction and allow- ing us to better leverage the recovery when demand eventually returns. Though you may already be aware, it is worth mentioning again here that 80% of the port- folio is comprised primarily of market leading, branded focused service and upscale extended stay hotels affiliated with the most highly recognized value oriented brands in the market. Our experience has shown that this segment of hotels offers a value propo- sition and broad distribution platform that is viewed favorably by corporate and leisure guests during periods of economic dislocation. We have witnessed a meaningful “trade down” effect during past contractions when typical luxury or full service hotel customers are compelled by corporate travel policies or their personal sensitivities to seek out 12968_LA:12968Hersha_LA 3/31/09 9:33 AM Page 10 hersha hospitality trust Residence Inn, Williamsburg, VA 12968_LA:12968Hersha_LA 3/31/09 9:33 AM Page 11 hersha hospitality trust Duane Street Hotel - Tribeca, New York, NY 12968_LA:12968Hersha_LA 3/31/09 9:33 AM Page 12 Annual Report 2008 reasonably priced overnight accommodations for their travel. Hersha’s value proposition is supported by the strength of our financial position. Our bal- ance sheet strategy avoided overleveraging the Company. We took advantage of inexpen- sively priced debt, but maintained overall leverage at healthy and sustainable levels. We have no meaningful debt maturities until 2013. Additionally in 2008, the Company raised $65 million in equity and increased its credit line from $100 million to $135 million giving considerable support to our liquidity position. We also extended the term of the credit facility for another three years and secured an additional one year extension option beyond the base term. Our model and our portfolio performance enabled our paying a consistent quarterly div- idend during 2008 making Hersha the highest dividend yielding hotel company in the sec- tor. You may recall that we were one of only two companies that did not cut its dividend in the aftermath of 9/11. We believe that our consistent dividend provides our sharehold- ers some peace of mind and a base level of return through the inevitable cycles of the economy. As we move forward during this uncertain time, we will continue to review our dividend payout quarterly to ensure that we are able to pay it responsibly without nega- tively impacting our cash position. An additional factor in our outperformance in 2008 and what will prove to be a significant driver for our success in the eventual recovery is the experienced and passionate man- agement teams that we are privileged to lead. In a time of unprecedented uncertainty, management expertise becomes all the more critical as the playing field may shift on a day to day basis. Our executive management team has a 30 year tradition of owning and oper- ating hotels and 10 years of experience with the public capital markets. The operators that 12968_LA:12968Hersha_LA 3/31/09 9:34 AM Page 13 Annual Report 2008 we engage to manage our hotels are each best in class regional companies that are experts in day to day, multi-unit operations. Our current asset management and opera- tional strategy is based on taking full advantage of the control and responsiveness of our franchisee managed hotel model as compared to the limited alignment often experienced at brand managed hotels. The increased responsiveness and limited fixed costs in our model allow us to defend against margin deterioration to a degree with which most hotel companies cannot compete. Our cost containment programs, will allow us to post strong margin performance despite the weak demand environment. Hersha is certainly not immune to the recessionary pressures that the nation is facing, but we feel that our battle tested and results driven management team will navigate our port- folio of hotels through the rapidly changing market conditions and challenging objectives during this downturn. We readily admit that we are operating with the most limited visi- bility that we have ever experienced, but we are also confident that in time visibility will return and eventually the economy will recover. Until then, we have made it our priority to defend our margins, drive market share and to place ourselves in a position of strength for when we emerge on the other side of the turmoil. Collectively, management and members of the board of trustees are among the largest shareholders of the company and we continue to add to our ownership positions. We continue to increase our alignment with our public shareholders because we are encour- aged by the company’s investment proposition and believe that it is well positioned to deliver market leading returns. We appreciate having you as fellow shareholders and value the confidence that you have placed in us. We will continue to update you on our progress throughout the year. Jay H. Shah Chief Executive Officer Neil H. Shah Chief Operating Officer 12968_LA:12968Hersha_LA 3/31/09 9:34 AM Page 14 hersha hospitality trust NU Hotel, Brooklyn, NY 12968_LA:12968Hersha_LA 3/31/09 1:47 PM Page 15 hersha hospitality trust Hersha Hospitality Properties List (1) New York Metro Area Duane Street Hotel, Manhattan/Tribeca Hotel 373 Fifth Avenue, Manhattan/Midtown Hampton Inn, Manhattan/Chelsea Hampton Inn, Manhattan/Herald Square Hampton Inn, Manhattan/Seaport Holiday Inn Express, Manhattan/Madison Square NU Hotel, Brooklyn Sheraton Hotel, JFK International Airport Hilton Garden Inn, JFK International Airport Hyatt Summerfield Suites, White Plains Hampton Inn Brookhaven, Long Island/Farmingville Holiday Inn Express, Long Island/Hauppauge Holiday Inn Express Hotel and Suites, Chester New Jersey Courtyard by Marriott, Ewing/Princeton Hyatt Summerfield Suites, Bridgewater Hilton Garden Inn, Edison/Raritan Center y e s r e J w e N & k r o Y w e N d n a l g n E w e N Boston Metro Area Courtyard by Marriott, Boston/Brookline Courtyard by Marriott, South Boston Holiday Inn Express, Cambridge Holiday Inn Express, South Boston Sheraton Four Points, Boston/Logan Airport Residence Inn by Marriott, Framingham Residence Inn by Marriott, Norwood Hawthorn Suites, Franklin Massachusetts/Rhode Island Residence Inn by Marriott, North Dartmouth Comfort Inn, North Dartmouth Courtyard by Marriott, Warwick, RI Hampton Inn, Smithfield, RI Connecticut Marriott Downtown, Hartford Hilton Hotel, Hartford Hilton Garden Inn, Glastonbury Homewood Suites, Glastonbury Mystic Marriott Hotel and Spa, Groton Residence Inn by Marriott, Mystic SpringHill Suites, Waterford Residence Inn by Marriott, Southington Courtyard by Marriott, Norwich Residence Inn by Marriott, Danbury Holiday Inn, Norwich (1) HT Properties Listing as of March 1, 2009 Philadelphia Metro Area/Delaware Hampton Inn, Center City Philadelphia Courtyard by Marriott, Langhorne/Oxford Valley Residence Inn by Marriott, Langhorne/Oxford Valley Holiday Inn Express, Langhorne/Oxford Valley Holiday Inn Express, King of Prussia/Valley Forge Mainstay Suites, King of Prussia/Valley Forge Sleep Inn, King of Prussia/Valley Forge Holiday Inn Express, Frazer/Malvern Courtyard By Marriott, Wilmington Inn at Wilmington, Wilmington Pennsylvania Hampton Inn & Suites, Hershey Holiday Inn Express, Hershey Fairfield Inn & Suites, Allentown/Bethlehem Comfort Inn, West Hanover/Hershey Hilton Garden Inn, Gettysburg Residence Inn by Marriott, Carlisle Holiday Inn Express Hotel and Suites, Harrisburg TownePlace Suites, Harrisburg Hampton Inn, Carlisle Courtyard by Marriott, Scranton Hampton Inn, Danville Hampton Inn, Selinsgrove Holiday Inn Express, New Columbia c i t n a l t A - d i M Washington D.C. Metro Area Residence Inn by Marriott, Tyson's Corner, VA Courtyard by Marriott, Alexandria, VA Residence Inn by Marriott, Greenbelt, MD Hyatt Summerfield Suites, Gaithersburg, MD Fairfield Inn, Laurel, MD Holiday Inn Express, Camp Springs, MD Mainstay Suites, Frederick, MD Comfort Inn, Frederick, MD Virginia/North Carolina Residence Inn by Marriott, Williamsburg, VA Springhill Suites, Williamsburg, VA Hyatt Summerfield Suites, Charlotte, NC California Hyatt Summerfield Suites, Pleasant Hill/Walnut Creek, CA Hyatt Summerfield Suites, Pleasanton/Dublin, CA Arizona Hyatt Summerfield Suites, Scottsdale, AZ t s a o C t s e W 12968_LA:12968Hersha_LA 3/31/09 9:34 AM Page 16 Annual Report 2008 2008 Financial Statements H E R S H A H O S P I T A L I T Y T R U S T ( H T ) H E R S H A 12968_LB:12968_LB 3/26/09 10:31 AM Page 1 HERSHA HOSPITALITY TRUST CONSOLIDATED FINANCIAL STATEMENTS INDEX Section PART I Item 1. Item 2. PART II Item 5. Item 6. Item 7. Item 8. Item 9. Item 9A. Business Properties Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Page 2 7 9 10 12 17 59 59 The Annual Report contains excerpts from our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and substantially conforms with the version filed with the Securities and Exchange Commission (“SEC”). However, the Form 10-K also contains additional information. For a free copy of our Form 10-K, please contact: Investor Relations Hersha Hospitality Trust 44 Hersha Drive Harrisburg, PA 17102 Our Form 10-K and other filings with the SEC are also available on our website, www.hersha.com. The most recent certifications by our chief executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act of 2002 are filed as exhibits to our Form 10-K. 1 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 2 CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements containing the words, “believes,” “anticipates,” “expects” and words of similar import. Such forward-looking statements relate to future events, our future financial performance, and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers should specifically consider the various factors identified in this report including, but not limited to those discussed in the sections entitled “Risk Factors,” “Growth Strategy” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” that could cause actual results to differ. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments, except as required by law. PART I Item 1. Business OVERVIEW Hersha Hospitality Trust is a self-advised Maryland statutory real estate investment trust that was organized in 1998 and completed its initial public offering in January of 1999. Our common shares are traded on the New York Stock Exchange under the symbol “HT”. We invest primarily in institutional grade hotels in central business districts, primary suburban office markets and stable destination and secondary markets in the Northeastern United States and select markets on the West Coast. Our primary strategy is to continue to acquire high quality, upscale, mid-scale and extended-stay hotels in metropolitan markets with high barriers to entry in the Northeastern United States and other markets with similar characteristics. We are structured as a real estate investment trust (“REIT”) for U.S. federal income tax reporting purposes. As of December 31, 2008, our portfolio consisted of 58 wholly owned limited and full service properties and various interests in 18 limited and full service properties owned through joint venture investments. Of the 18 limited and full service properties owned through our investment in joint ventures investments, three are consolidated. These 76 properties, with a total of 9,556 rooms, are located in Arizona, California, Connecticut, Delaware, Maryland, Massachusetts, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island and Virginia and operate under leading brands, such as Marriott ®, Courtyard by Marriott ®, Residence Inn ®, Fairfield Inn ®, Springhill Suites ®, TownePlace Suites ®, Hilton ®, Hilton Garden Inn ®, Hampton Inn ®, Homewood Suites ®, Hyatt Summerfield Suites ®, Holiday Inn ®, Holiday Inn Express ®, Comfort Inn ®, Mainstay Suites ®, Sleep Inn ®, Four Points by Sheraton ®, Sheraton Hotel ®, and Hawthorn Suites ®. In addition, we own several hotels which operate as independent boutique hotels. We are structured as an umbrella partnership REIT, or UPREIT, and we own our hotels and our investments in joint ventures through our operating partnership, Hersha Hospitality Limited Partnership, or HHLP, for which we serve as general partner. Our hotels are managed by qualified independent management companies, including Hersha Hospitality Management, L.P., or HHMLP. HHMLP is a private management company owned by certain of our trustees, officers and other third party investors. We have leased all of our wholly owned hotels to 44 New England Management Company, or 44 New England, our wholly-owned taxable REIT subsidiary, or TRS. In addition, all of the hotels we own through investments in joint ventures are leased to TRSs owned by the respective venture or to corporations owned in part by our wholly owned TRS. AVAILABLE INFORMATION Our address is 44 Hersha Drive, Harrisburg, PA 17102. Our telephone number is (717) 236-4400. Our Internet website address is: www.hersha.com. We make available free of charge through our website our code of ethics, annual report on Form 10- K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC. The information available on our website is not, and shall not be deemed to be, a part of this report or incorporated into any other filings we make with the SEC. 2 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 3 INVESTMENT IN HOTEL PROPERTIES Our operating strategy focuses on increasing hotel performance for our portfolio. The key elements of this strategy are: · working together with our hotel management companies to increase occupancy levels and revenue per available room, or "RevPAR", through active property-level management, including intensive marketing efforts to tour groups, corporate and government extended stay customers and other wholesale customers and expanded yield management programs, which are calculated to better match room rates to room demand; and · positioning our hotels to capitalize on increased demand in the high quality, upper-upscale, upscale, mid-scale and extended-stay lodging segment, which we believe can be expected to follow from improving economic conditions, by managing costs and thereby maximizing earnings. As of December 31, 2008, we had 58 wholly owned limited and full service properties, with a total of 6,514 rooms. INVESTMENT IN JOINT VENTURES In addition to the direct acquisition of hotels, we may make investments in hotels through joint ventures with strategic partners. We seek to identify acquisition candidates located in markets with economic, demographic and supply dynamics favorable to hotel owners and operators. As of December 31, 2008, we maintain ownership interests in 18 hotels with a total of 3,042 rooms through joint ventures with third parties. Of the 18 hotels owned through interests in joint ventures, three are consolidated. DEVELOPMENT LOANS AND LAND LEASES We take advantage of our relationships with hotel developers, including entities controlled by our officers or affiliated trustees, to identify development and renovation projects that may be attractive to us. While these developers bear the risk of construction, we invest in hotel development projects by providing secured first mortgage or mezzanine financing to hotel developers and through the acquisition of land that is then leased to hotel developers. In many instances, we maintain a first right of refusal or right of first offer to purchase, at fair market value, the hotel for which we have provided development loan financing or land leases. As of December 31, 2008, we had an investment of $81.5 million in loans to eleven hotel development projects and a net investment of $23.4 million in three parcels of land leased to hotel developers. ACQUISITIONS Our primary growth strategy is to selectively acquire high quality, upper- upscale, upscale, mid-scale and extended-stay hotels in metropolitan markets with high barriers-to-entry. Through our extensive due diligence process, we select those acquisition targets where we believe selective capital improvements and intensive management will increase the hotel’s ability to attract key demand segments, enhance hotel operations and increase long-term value. We believe that current market conditions are creating opportunities to acquire hotels at attractive prices. In executing our disciplined acquisition program, we will consider acquiring hotels that meet the following additional criteria: · · · nationally-franchised hotels operating under popular brands, such as Marriott Hotels & Resorts, Hilton Hotels, Courtyard by Marriott, Residence Inn by Marriott, Spring Hill Suites by Marriott, Hilton Garden Inn, Homewood Suites by Hilton, Hampton Inn, Sheraton Hotels & Resorts, DoubleTree, Embassy Suites, Hyatt Summerfield Suites, TownePlace Suites and Holiday Inn Express; hotels in locations with significant barriers-to-entry, such as high development costs, limited availability of land and lengthy entitlement processes; and hotels in our target markets where we can realize operating efficiencies and economies of scale. In the ordinary course of our business, we are actively considering hotel acquisition opportunities. Since our initial public offering in 1999, we have acquired, wholly or through joint ventures, a total of 84 hotels, including 27 hotels acquired from entities controlled by our officers or trustees. Of the 27 acquisitions from these entities, 24 were newly-constructed or newly- renovated by these entities prior to our acquisition. Only independent trustees vote on related party acquisitions, and a majority must approve the terms of all related party asset purchases. 3 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 4 DISPOSITIONS We will evaluate our hotels on a periodic basis to determine if these hotels continue to satisfy our investment criteria. We may sell hotels opportunistically based upon management’s forecast and review of the cash flow potential for the hotel and re- deploy the proceeds into debt reduction, development loans or acquisitions of hotels. We utilize several criteria to determine the long-term potential of our hotels. Hotels are identified for sale based upon management’s forecast of the strength of the hotel’s cash flows and its ability to remain accretive to our portfolio. Our decision to sell an asset is often predicated upon the size of the hotel, strength of the franchise, property condition and related costs to renovate the property, strength of market demand generators, projected supply of hotel rooms in the market, probability of increased valuation and geographic profile of the hotel. All asset sales are comprehensively reviewed by our Board of Trustees, including our independent trustees. A majority of the independent trustees must approve the terms of all asset sales. Since our initial public offering in 1999, we have sold a total of 18 hotels. FINANCING The relative stability of the mid-scale and upscale segment of the limited service lodging industry allows us to increase returns to our shareholders through the prudent application of leverage. Our debt policy is to limit indebtedness to less than 67% of the fair market values at the time of acquisition for the hotels in which we invest. We may employ a higher amount of leverage at a specific hotel to achieve a desired return when warranted by that hotel's historical operating performance and may use greater leverage across our portfolio if and when warranted by prevailing market conditions. PROPERTY MANAGEMENT We work closely with our hotel management companies to operate our hotels and increase same hotel performance for our portfolio. Through our TRS and our investment in joint ventures, we have retained the following management companies to operate our hotels, as of December 31, 2008: Manager HHMLP Waterford Hotel Group LodgeWorks Jiten Management Marriott Total Wholly Owned Joint Ventures Total Hotels 50 - - 7 1 58 Rooms 5,306 - 1,005 - 203 6,514 Hotels 7 9 - - 2 18 Rooms 1,052 1,708 - 282 - Hotels 57 9 7 2 1 Rooms 6,358 1,708 1,005 282 203 3,042 76 9,556 Each management agreement provides for a set term and is subject to early termination upon the occurrence of defaults and certain other events described therein. As required under the REIT qualification rules, all managers, including HHMLP, must qualify as an “eligible independent contractor” during the term of the management agreements. Under the management agreements, the manager generally pays the operating expenses of our hotels. All operating expenses or other expenses incurred by the manager in performing its authorized duties are reimbursed or borne by our TRS to the extent the operating expenses or other expenses are incurred within the limits of the applicable approved hotel operating budget. Our managers are not obligated to advance any of their own funds for operating expenses of a hotel or to incur any liability in connection with operating a hotel. For their services, the managers receive a base management fee, and if a hotel meets and exceeds certain thresholds, an additional incentive management fee. The base management fee for a hotel is due monthly and is generally equal to 3% of the gross revenues associated with that hotel for the related month. CAPITAL IMPROVEMENTS, RENOVATION AND REFURBISHMENT We have established capital reserves for our hotels to maintain the hotels in a condition that complies with their respective franchise licenses among other requirements. In addition, we may upgrade the hotels in order to capitalize on opportunities to increase revenue, and, as deemed necessary by our management, to seek to meet competitive conditions and preserve asset quality. We will also renovate hotels when we believe the investment in renovations will provide an attractive return to us through increased revenues and profitability and is in the best interests of our shareholders. We maintain a capital expenditures policy by which replacements and renovations are monitored to determine whether they qualify as capital improvements. All items that are deemed to be repairs and maintenance costs are expensed and recorded in Hotel Operating Expenses. 4 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 5 OPERATING PRACTICES Our managers utilize centralized accounting and data processing systems, which facilitate financial statement and budget preparation, payroll management, quality control and other support functions for the on-site hotel management team. Our managers also provide centralized control over purchasing and project management (which can create economies of scale in purchasing) while emphasizing local discretion within specific guidelines. DISTRIBUTIONS We have made forty consecutive quarterly distributions to the holders of our common shares since our initial public offering in January 1999 and intend to continue to make regular quarterly distributions to our shareholders as approved by our Board of Trustees. The following table sets forth distribution information for the last two calendar years. Class A Common and Limited Partnership Unit Per Share Distribution Amount $ $ $ $ 0.18 0.18 0.18 0.18 $ $ $ $ 0.18 0.18 0.18 0.18 Record Date Payment Date Series A Preferred Per Share Distribution Amount 3/31/2008 6/30/2008 9/30/2008 1/5/2009 3/30/2007 6/29/2007 9/28/2007 1/5/2008 4/16/2008 7/16/2008 10/16/2008 1/16/2009 $ $ $ $ 0.50 0.50 0.50 0.50 4/17/2007 7/17/2007 10/16/2007 1/16/2008 $ $ $ $ 0.50 0.50 0.50 0.50 Quarter to which Distribution Relates 2008 First Quarter Second Quarter Third Quarter Fourth Quarter 2007 First Quarter Second Quarter Third Quarter Fourth Quarter Record Date Payment Date 4/1/2008 7/1/2008 10/1/2008 1/1/2009 4/1/2007 7/1/2007 10/1/2007 1/1/2008 4/15/2008 7/15/2008 10/15/2008 1/15/2009 4/16/2007 7/16/2007 10/15/2007 1/15/2008 Our Board of Trustees will determine the amount of our future distributions in its sole discretion and its decision will depend on a number of factors, including the amount of funds from operations, our partnership’s financial condition, debt service requirements, capital expenditure requirements for our hotels, the annual distribution requirements under the REIT provisions of the Code and such other factors as the trustees deem relevant. Our ability to make distributions will depend on the profitability and cash flow available from our hotels. There can be no assurance we will continue to pay distributions at the rates above or any other rate. Additionally, we may, if necessary and allowable, pay taxable dividends of our shares or debt securities to meet the distribution requirements. SEASONALITY Our hotels’ operations historically have been seasonal in nature, reflecting higher occupancy rates during the second and third quarters. This seasonality can be expected to cause fluctuations in our quarterly operating revenues and profitability. Hotel revenue is generally greater in the second and third quarters than in the first and fourth quarters. There are no assurances we will be able to continue to make quarterly distributions at the current rate. COMPETITION The upscale and mid-scale, limited service segment of the hotel business is highly competitive. Among many other factors, our hotels compete on the basis of location, room rates, quality, service levels, reputation, and reservation systems. There are many competitors in our market segments and new hotels are always being constructed. Additions to supply create new competitors, in some cases without corresponding increases in demand for hotel rooms. We also compete for hotel acquisitions with entities that have investment objectives similar to ours. This competition could limit the number of suitable investment opportunities offered to us. It may also increase the bargaining power of property owners seeking to sell to us, making it more difficult for us to acquire new properties on attractive terms. EMPLOYEES As of December 31, 2008, we had 24 employees who were principally engaged in managing the affairs of the company unrelated to property management. Our relations with our employees are satisfactory. 5 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 6 FRANCHISE AGREEMENTS We believe that the public’s perception of quality associated with a franchisor is an important feature in the operation of a hotel. Franchisors provide a variety of benefits for franchisees, which include national advertising, publicity and other marketing programs designed to increase brand awareness, training of personnel, continuous review of quality standards and centralized reservation systems. Most of our hotels operate under franchise licenses from national hotel franchisors, including: Franchisor Marriott International Hilton Hotels Corporation Intercontinental Hotel Group Global Hyatt Corporation Starwood Hotels Choice Hotels International Franchise Marriott, Residence Inn, Springhill Suites, Courtyard by Marriott, Fairfield Inn, TownePlace Suites Hilton, Hilton Garden Inn, Hampton Inn, Homewood Suites Holiday Inn, Holiday Inn Express, Holiday Inn Express & Suites Hyatt Summerfield Suites, Hawthorn Suites Four Points by Sheraton, Sheraton Hotels Comfort Inn, Comfort Suites, Sleep Inn, Mainstay Suites We anticipate that most of the hotels in which we invest will be operated pursuant to franchise licenses. The franchise licenses generally specify certain management, operational, record-keeping, accounting, reporting and marketing standards and procedures with which the franchisee must comply. The franchise licenses obligate our lessees to comply with the franchisors’ standards and requirements with respect to training of operational personnel, safety, maintaining specified insurance, the types of services and products ancillary to guest room services that may be provided by our lessees, display of signage, and the type, quality and age of furniture, fixtures and equipment included in guest rooms, lobbies and other common areas. In general, the franchise licenses require us to pay the franchisor a fee typically ranging between 6.0% and 9.3% of our hotel revenues. TAX STATUS We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code, commencing with our taxable year ended December 31, 1999. As long as we qualify for taxation as a REIT, we generally will not be subject to Federal income tax on the portion of our income that is currently distributed to shareholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to Federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property and to Federal income and excise taxes on our undistributed income. We may own up to 100% of one or more TRSs. A TRS is a taxable corporation that may lease hotels under certain circumstances, provide services to us, and perform activities such as third party management, development, and other independent business activities. Overall, no more than 25% of the value of our assets may consist of securities of one or more TRS. In addition, no more than 25% of our gross income for any year may consist of dividends from one or more TRSs and income from certain non-real estate related sources. A TRS is permitted to lease hotels from us as long as the hotels are operated on behalf of the TRS by a third party manager who satisfies the following requirements: 1. such manager is, or is related to a person who is, actively engaged in the trade or business of operating “qualified lodging facilities” for any person unrelated to us and the TRS; 2. such manager does not own, directly or indirectly, more than 35% of our shares; 3. no more than 35% of such manager is owned, directly or indirectly, by one or more persons owning 35% or more of our shares; and 4. we do not directly or indirectly derive any income from such manager. The deductibility of interest paid or accrued by a TRS to us is limited to assure that the TRS is subject to an appropriate level of corporate taxation. A 100% excise tax is imposed on transactions between a TRS and us or our tenants that are not on an arm’s-length basis. FINANCIAL INFORMATION ABOUT SEGMENTS We are in the business of acquiring equity interests in hotels, and we manage our business in one reportable segment. See Item 8 of this Annual Report on Form 10-K for segment financial information. 6 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 7 Item 2. Properties The following table sets forth certain information with respect to the 58 hotels we wholly owned as of December 31, 2008 which are consolidated on the Company’s financial statements. Name Comfort Inn Courtyard Fairfield Inn Hampton Inn Hawthorn Suites Hilton Garden Inn Holiday Inn Holiday Inn Express Holiday Inn Express & Suites Independent Mainstay Residence Inn Sleep Inn Sheraton Hotel Summerfield Suites TownePlace Suites TOTAL ROOMS Location North Dartmouth, MA Harrisburg, PA Frederick, MD Alexandria, VA Scranton, PA Langhorne, PA Brookline/Boston, MA Wilmington, DE Bethlehem, PA Laurel, MD Brookhaven, NY Chelsea/Manhattan, NY Hershey, PA Carlisle,PA Danville, PA Selinsgrove, PA Herald Square, Manhattan, NY Philadelphia, PA Seaport, NY Smithfield, RI Franklin, MA JFK Airport, NY Edison, NJ Gettysburg, PA Norwich, CT Hauppauge, NY Cambridge, MA Hershey, PA New Columbia, PA Malvern, PA Oxford Valley, PA Chester, NY Camp Springs, MD Harrisburg, PA King of Prussia, PA Wilmington, DE Fifth Ave, NY TriBeCa, NY Brooklyn, NY Valley Forge, PA Frederick, MD North Dartmouth, MA Tysons Corner, VA Framingham, MA Greenbelt, MD Norwood, MA Langhorne, PA Carlisle,PA Valley Forge, PA JFK Airport, NY White Plains, NY Bridgewater, NJ Gaithersburg, MD Pleasant Hill, CA Pleasanton, CA Scottsdale, AZ Charlotte, NC Harrisburg, PA Year Opened Number of Rooms 1986 1998 2004 2006 1996 2002 2003 1999 1997 1999 2002 2003 1999 1997 1998 1996 2005 2001 2006 2008 1999 2005 2003 2004 2006 2001 1997 1997 1997 2004 2004 2006 2008 1997 2004 1999 2007 2008 2008 2000 2001 2002 1984 2000 2002 2006 2007 2007 2000 2008 2000 1998 1998 2003 1998 1999 1989 2008 84 81 73 203 120 118 188 78 103 109 161 144 110 95 72 75 136 250 65 101 100 188 132 88 134 133 112 85 81 88 88 80 127 77 155 71 70 45 93 69 72 96 96 125 120 96 100 78 87 150 159 128 140 142 128 164 144 107 6,514 7 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 8 The following table sets forth certain information with respect to the 18 hotels we owned through joint ventures with third parties as of December 31, 2008. Of the 18 properties owned through interests in joint ventures, three are consolidated. Name Courtyard Four Points - Sheraton Hilton Homewood Suites Marriott Residence Inn Holiday Inn Express Hilton Garden Inn Springhill Suites TOTAL ROOMS Location Norwich, CT South Boston, MA Warwick, RI Ewing/Princeton, NJ Revere/Boston, MA Hartford, CT Glastonbury, CT Mystic, CT Hartford, CT Danbury, CT Mystic, CT Southington, CT Williamsburg, VA South Boston, MA Manhattan, NY Glastonbury, CT Waterford, CT Williamsburg, VA Year Opened Number of Rooms HHLP Ownership in Asset HHLP Preferred Return Consolidated/ Unconsolidated 1997 2005 2003 2004 2001 2005 2006 2001 2005 1999 1996 2002 2002 1998 2006 2003 1998 2002 144 164 92 130 180 393 136 285 409 78 133 94 108 118 228 150 80 120 3,042 66.7% 50.0% 66.7% 50.0% 55.0% 8.8% 48.0% 66.7% 15.0% 66.7% 66.7% 44.7% 75.0% 50.0% 50.0% 48.0% 66.7% 75.0% 8.5% Unconsolidated N/A Unconsolidated 8.5% Unconsolidated 11.0% Unconsolidated 12.0% Consolidated 8.5% Unconsolidated 10.0% Unconsolidated 8.5% Unconsolidated 8.5% Unconsolidated 8.5% Unconsolidated 8.5% Unconsolidated 8.5% Unconsolidated 12.0% Consolidated N/A Unconsolidated N/A Unconsolidated 11.0% Unconsolidated 8.5% Unconsolidated 12.0% Consolidated 8 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 9 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities SHARE PERFORMANCE GRAPH The following graph compares the yearly change in our cumulative total shareholder return on our common shares for the period beginning December 31, 2003 and ending December 31, 2008, with the yearly changes in the Standard & Poor’s 500 Stock Index (the S&P 500 Index), the Russell 2000 Index, and the SNL Hotel REITs Index (“Hotel REIT Index”) for the same period, assuming a base share price of $100.00 for our common shares, the S&P 500 Index, the Russell 2000 Index and the Hotel REIT Index for comparative purposes. The Hotel REIT Index is comprised of eleven publicly traded REITs which focus on investments in hotel properties. Total shareholder return equals appreciation in stock price plus dividends paid and assumes that all dividends are reinvested. The performance graph is not indicative of future investment performance. We do not make or endorse any predictions as to future share price performance: Hersha Hospitality Trust Russell 2000 SNL Hotel REITs Index S&P 500 Period Ending December 31, 2003 2004 2005 2006 2007 $ 100.00 100.00 100.00 100.00 $ 122.25 118.33 132.65 110.88 $ 103.64 123.72 145.65 116.32 $ 140.21 146.44 187.33 134.69 $ 123.21 144.15 145.80 142.09 2008 $ 44.98 95.44 58.32 89.52 Total Return Performance 250 200 e u l a V x e d n I 150 100 50 0 12/31/2003 12/30/2004 12/30/2005 12/31/2006 12/31/2007 12/31/2008 Hersha Russell 2000 SNL US REIT Hotel S&P 500 9 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 10 Item 6. Selected Financial Data The following sets forth selected financial and operating data on a historical consolidated basis. The following data should be read in conjunction with the financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K. Where applicable, the operating results of certain real estate assets which have been sold or otherwise qualify as held for disposition are included in discontinued operations for all periods presented. HERSHA HOSPITALITY TRUST SELECTED FINANCIAL DATA (In thousands, except per share data) Revenue: Hotel Operating Revenues 2008 2007 2006 2005 2004 $ 250,464 $ 229,461 $ 132,354 $ 65,493 $ 33,228 Interest Income From Development Loans 7,890 6,046 2,487 3,940 2,191 Land Lease Revenue Hotel Lease Revenue Other Revenues Total Revenue Operating Expenses: Hotel Operating Expenses Hotel Ground Rent Land Lease Expense 5,363 4,860 2,071 - - - - - 1,054 980 737 529 - 1,192 176 264,771 241,347 137,649 69,962 36,787 144,972 130,910 76,694 38,573 19,875 1,040 856 804 2,939 2,721 1,189 433 - 3,374 4,909 41 - 504 - 2,129 3,118 - - 4,754 30,380 Real Estate and Personal Property Taxes and Property Insurance 12,953 11,349 5,979 General and Administrative Acquisition and Terminated Transaction Costs Impairment of Development Loan Receivable and Other Asset 8,714 7,953 5,820 380 149 316 21,004 - - Depreciation and Amortization Total Operating Expenses Operating Income Interest Income Interest expense Other Expense Loss on Debt Extinguishment (Loss) Income before income (loss) from Unconsolidated Joint Venture Investments, Distributions to Preferred Unitholders, Minority Interests and Discontinued Operations Income from Unconsolidated Joint Venture Investments Impairment on Unconsolidated Joint Venture Assets Net (Loss) Income from Unconsolidated Joint Venture Investments (Loss) Income Before Distribution to Preferred Unitholders, Minority Interest and Discontinued Operations 40,998 33,863 18,420 233,000 187,801 109,222 8,336 55,666 31,771 53,546 28,427 14,296 6,407 306 686 43,156 42,115 129 83 1,568 - 1,182 25,123 102 1,485 602 12,167 12 - 241 4,155 12 - (12,776) 12,034 2,899 2,719 2,481 1,373 3,476 1,799 457 481 (1,890) - - - - (517) 3,476 1,799 457 481 (13,293) 15,510 4,698 3,176 2,962 Distributions to Preferred Unitholders - - - - (Loss) Income Allocated to Minority Interest in Continuing Operations (2,053) 1,773 579 122 3,054 499 307 2,156 (11,240) 13,737 4,119 (Loss) Income from Continuing Operations Discontinued Operations, net of minority interest: Gain on Disposition of Hotel Properties (Loss) Income from Discontinued Operations Income from Discontinued Operations Net (Loss) Income Preferred Distributions Net (Loss) Income applicable to Common Shareholders 2,452 3,745 693 1,161 - (20) 365 286 2,432 4,110 979 (918) 243 (107) (107) (8,808) 17,847 5,098 3,297 2,049 4,800 $ (13,608) 4,800 $ 13,047 4,800 $ 298 1,920 $ 1,377 - $ 2,049 Basic (Loss) Income from Continuing Operations applicable to Common Shareholders Diluted (Loss) Income from Continuing Operations applicable to Common Shareholders (1) Dividends declared per Common Share $ (0.36) $ 0.22 $ (0.03) $ 0.06 $ 0.13 (0.36) 0.22 (0.03) 0.72 0.72 0.72 0.06 0.72 0.13 0.72 10 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 11 Balance Sheet Data Net investment in hotel properties Assets Held for Sale Minority interest in Partnership Shareholder's equity Total assets Total debt Debt related to Assets Held for Sale Other Data Funds from Operations (2) Net cash provided by operating activities Net cash used in investing activities Net cash (used in) provided by financing activities Weighted average shares outstanding Basic Diluted (1) 2008 2007 2006 2005 2004 $ 982,082 $ 893,297 $ 807,784 $ 317,980 $ 163,923 - - - 3,407 53,520 42,845 25,933 15,147 349,963 330,405 331,619 164,703 1,179,455 1,067,607 968,208 455,355 743,781 663,008 580,542 256,146 - - - 375 18,758 16,779 119,792 261,021 98,788 13,058 $ 31,441 $ 49,822 $ 25,936 $ 14,495 $ 10,539 $ 53,894 $ 59,300 $ 27,217 $ 15,002 $ 12,148 $ (114,870) $ (46,027) $ (413,881) $ (190,825) $ (78,378) $ 64,346 $ (11,262) $ 388,200 $ 163,989 $ 46,137 45,184,127 45,184,127 40,718,724 40,718,724 27,118,264 27,118,264 20,293,554 20,299,937 16,391,805 16,391,805 (1) Income allocated to minority interest in the Partnership has been excluded from the numerator and Partnership units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would have no impact. (2) See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations” for an explanation of FFO, why we believe FFO is a meaningful measure of our operating performance and a reconciliation of FFO to net income calculated in accordance with GAAP. 11 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 12 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations All statements contained in this section that are not historical facts are based on current expectations. Words such as “believes”, “expects”, “anticipate”, “intends”, “plans” and “estimates” and variations of such words and similar words also identify forward-looking statements. Our actual results may differ materially. We caution you not to place undue reliance on any such forward-looking statements. We assume no obligation to update any forward-looking statements as a result of new information, subsequent events or any other circumstances. GENERAL As of December 31, 2008, we owned interests in 76 hotels in the eastern United States including interests in 18 hotels owned through joint ventures. For purposes of the REIT qualification rules, we cannot directly operate any of our hotels. Instead, we must lease our hotels to a third party lessee or to a TRS, provided that the TRS engages an eligible independent contractor to manage the hotels. As of December 31, 2008 we have leased all of our hotels to a wholly-owned TRS, a joint venture owned TRS, or an entity owned by our wholly-owned TRS. Each of these TRS entities will pay qualifying rent, and the TRS entities have entered into management contracts with qualified independent managers, including HHMLP, with respect to our hotels. We intend to lease all newly acquired hotels to a TRS. The TRS structure enables us to participate more directly in the operating performance of our hotels. The TRS directly receives all revenue from, and funds all expenses relating to hotel operations. The TRS is also subject to income tax on its earnings. During the year ended December 31, 2008, the U.S. economy has been influenced by financial market turmoil, growing unemployment and declining consumer sentiment. As a result, the lodging industry is experiencing slowing growth or negative growth which could have a negative impact on our future results of operations and financial condition. For the year ended December 31, 2008, we have seen increases in Average Daily Rate (“ADR”) and Revenue Per Available Room (“RevPAR”), in part, as a result of our strategy of investing in high quality upscale hotels in high barrier to entry markets, including gateway markets such as the New York City metro market. While we have seen increases in ADR and RevPAR in 2008, these increases were not at the levels realized in the previous year and we saw decreases in these measures in the fourth quarter of 2008. The turmoil in the financial markets has caused credit to significantly tighten making it more difficult for hotel developers to obtain financing for development projects or for hotels without an operating history. This could have a negative impact on the collectability of our portfolio of development loans receivable. We monitor this portfolio to determine the collectability of the loan principal and interest accrued. We will continue to monitor this portfolio on an on-going basis. For more information, please see “Note 4 – Development Loans Receivable and Land Leases.” In addition, the tightening credit markets have made it more difficult to finance the acquisition of new hotel properties or refinance existing hotel properties that do not have a history of profitable operations. We monitor the maturity dates of our debt obligations and take steps in advance of the debt becoming due to extend or refinance the obligations. Please refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” for a discussion of our debt maturities. The following table outlines operating results for the Company’s portfolio of wholly owned hotels and those owned through joint venture interests that are consolidated in our financial statements for the three years ended December 31, 2008, 2007 and 2006: CONSOLIDATED HOTELS: Year Ended 2008 Year Ended 2007 2008 vs. 2007 % Variance Year Ended 2006 2007 vs. 2006 % Variance Rooms Available Rooms Occupied Occupancy Average Daily Rate (ADR) Revenue Per Available Room (RevPAR) 2,423,433 1,742,468 71.90% 136.59 98.21 $ $ 2,248,253 1,656,158 73.66% 131.26 96.69 $ $ 7.8% 5.2% (1.8%) 4.1% 1.6% 1,472,318 1,065,825 72.39% 116.23 84.14 $ $ Room Revenues Hotel Operating Revenues Hotel Operating Revenues from Discontinued Operations 237,995,147 250,463,773 $ $ $ - $ $ $ 217,393,817 229,460,728 6,684,522 9.5% 9.2% N/A $ $ $ 123,882,745 132,354,355 15,847,421 52.7% 55.4% 1.3% 12.9% 14.9% 75.5% 73.4% N/A 12 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 13 The following table outlines operating results for the three years ended December 31, 2008, 2007 and 2006 for hotels we own through an unconsolidated joint venture interest. These operating results reflect 100% of the operating results of the property including our interest and the interests of our joint venture partners and other minority interest holders. UNCONSOLIDATED JOINT VENTURES: Rooms Available Rooms Occupied Occupancy Average Daily Rate (ADR) Revenue Per Available Room (RevPAR) Year Ended 2008 Year Ended 2007 963,892 677,485 70.29% 146.91 103.26 $ $ 954,114 682,169 71.50% 144.51 103.32 $ $ 2008 vs. 2007 % Variance Year Ended 2006 2007 vs. 2006 % Variance 1.0% (0.7%) (1.2%) 1.7% (0.1%) 879,384 613,272 69.74% 132.54 92.43 $ $ 8.5% 11.2% 1.8% 9.0% 11.8% 21.3% 17.0% Room Revenues Total Revenues $ $ 99,530,317 127,874,193 $ $ 98,580,629 130,167,451 1.0% (1.8%) $ $ 81,285,744 111,301,348 Revenue per available room (“RevPAR”) for the year ended December 31, 2008 increased 1.6% for our consolidated hotels and decreased 0.1% for our unconsolidated hotels when compared to the same period in 2007. This represents a deceleration in the rate of increase in RevPAR when compared to the increase experienced during the year ended December 31, 2007 over the same period in 2006. The deceleration of our growth in RevPAR is primarily due to deteriorating economic conditions in 2008 and the stabilization of hotel properties acquired in the previous years. The increase in revenue per available room (“RevPAR”) during the year ended December 31, 2007 was due primarily to the Company’s broadened strategic portfolio focus on stronger central business districts and primary suburban office parks; the size of the recent acquisitions as a percentage of the portfolio; franchise affiliations with stronger brands, such as Hyatt Summerfield Suite, Hilton Garden Inn, Residence Inn and Courtyard by Marriott; and a focus on improving the average daily rate (“ADR”). The increase in both rooms and total revenue can be attributed primarily to the hotels acquired during the respective periods. COMPARISON OF THE YEAR ENDED DECEMBER 31, 2008 TO DECEMBER 31, 2007 (dollars in thousands, except per share data) Revenue Our total revenues for the year ended December 31, 2008 consisted of hotel operating revenues, interest income from our development loan program, land lease revenue, and other revenue. Hotel operating revenues are recorded for wholly owned hotels that are leased to our wholly owned TRS and hotels owned through joint venture interests that are consolidated in our financial statements. Hotel operating revenues increased $21,003, or 9.2%, from $229,461 for the year ended December 31, 2007 to $250,464 for the same period in 2008. The increase in revenues is primarily attributable to the acquisitions consummated in 2008 and improved RevPAR and occupancy at certain of our hotels. We acquired interests in the following six consolidated hotels since December 31, 2007: Brand Location Duane Street Hotel (TriBeCa) TownePlace Suites Sheraton Hotel Holiday Inn Express nu Hotel Hampton Inn & Suites New York, NY Harrisburg, PA JFK Airport, Jamaica, NY Camp Springs, MD Brooklyn, NY Smithfield, RI Acquisition Date 1/4/2008 5/8/2008 6/13/2008 6/26/2008 7/7/2008* 8/1/2008 Rooms 45 107 150 127 93 101 2008 Total Revenue $ 3,688 1,755 3,931 1,313 2,314 848 623 $ 13,849 *The property was purchased on 1/14/2008, but did not open for business until 7/7/2008. 13 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 14 Revenues for all six hotels were recorded from the date of acquisition as hotel operating revenues. Further, hotel operating revenues for the year ended December 31, 2008 included revenues for a full year related to the following six hotels that were purchased during the year ended December 31, 2007: Brand Residence Inn Residence Inn Holiday Inn Express Hampton Inn Independent Holiday Inn Location Langhorne, PA Carlisle, PA Chester, NY Seaport, NY 373 Fifth Avenue Norwich, CT Acquisition Date 1/8/2007 1/10/2007 1/25/2007 2/1/2007 6/1/2007 7/1/2007 Rooms 100 78 80 65 70 134 2008 Total Revenue $ 4,062 2,417 2,337 5,833 4,562 3,297 2007 Total Revenue $ 3,352 2,091 2,367 5,200 3,051 1,689 527 $ 22,508 $ 17,750 We invest in hotel development projects by providing secured first mortgage or mezzanine financing to hotel developers and through the acquisition of land that is then leased to hotel developers. Interest income is earned on our development loans at rates ranging between 10.0% and 20.0%. Interest income from development loans receivable was $7,890 for the year ended December 31, 2008 compared to $6,046 for the same period in 2007. The average balance of development loans receivable outstanding in 2008 was higher than the average balance outstanding in 2007. This resulted in a $1,844, or 30.5% increase in interest income. For one of our development loans to an unaffiliated developer, we recorded an impairment charge as of December 31, 2008 for the remaining principal of $18,748, which is net of unamortized discount and loan fees in the amount of $1,252. The loan was deemed to be fully impaired when the developer was unable to obtain additional construction financing to complete the project and consequently defaulted under his senior mortgage loan. The project, located in Brooklyn, New York, NY, was to include hotel, residential and retail components, however, the land acquisition financing and our loan were not sufficient to fund the ongoing construction. A receivable for uncollected interest income of $569, which is net of unrecognized deferred loan fees of $143, was also recorded as an impairment charge. In connection with the development loan, we also hold an option to acquire an interest in the hotel upon completion of the development project. This option was valued at $1,687 at its inception and is deemed to be fully impaired. The total impairment charge recorded during the year ended December 31, 2008 related to this development loan and option was $21,004. In 2006 we acquired two parcels of land, and in 2007 we acquired an additional two parcels of land, which are being leased to hotel developers. The hotel developers are owned in part by certain executives and affiliated trustees of the Company. Our net investment in these parcels is approximately $23,366. Each land parcel is leased at a minimum rental rate of 10% of our net investment in the land. Additional rents are paid by the lessee for the principal and interest on the mortgage, real estate taxes and insurance. During the year ended December 31, 2008, we recorded $5,363 in land lease revenue from these parcels. We incurred $2,939 in expense related to these land leases resulting in a contribution of $2,424 to our operating income during the year ended December 31, 2008. Other revenue consists primarily of fees earned for asset management services provided to properties owned by two of our unconsolidated joint ventures. Other revenues increased from $980 for the year ended December 31, 2007 to $1,054 during the year ended December 31, 2008. For the year ended December 31, 2008, interest income decreased $380 compared to the same period in 2007. Increased levels of interest income in 2007 resulted from higher levels of interest bearing deposits related to the acquisition of hotel properties during 2007. Expenses Total hotel operating expenses increased 10.7% to approximately $144,972 for the year ended December 31, 2008 from $130,910 for the year ended December 31, 2007. Consistent with the increase in hotel operating revenues, hotel operating expenses increased primarily due to the acquisitions consummated since the comparable period in 2007, as mentioned above. The acquisitions also resulted in an increase in depreciation and amortization from $33,863 for the year ended December 31, 2007 to $40,998 for the year ended December 31, 2008. Similarly, real estate and personal property tax and property insurance increased $1,604, or 14.1%, in the year ended December 31, 2008 when compared to the same period in 2007. General and administrative expense increased by approximately $761 from $7,953 in 2007 to $8,714 in 2008. General and administrative expenses increased primarily to increased stock based compensation costs associated with the issuance of additional stock awards in June 2008. 14 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 15 Unconsolidated Joint Venture Investments Through our investment in the Mystic Partners joint venture, we have an 8.8% interest in the Hilton Hotel in Hartford, CT. In 2008, the Company determined that its interest in this hotel was impaired. As of December 31, 2008, the Company recorded an impairment loss of approximately $1,890 which represents our entire investment in the hotel. Offsetting this loss was approximately $1,373 in income from our unconsolidated joint venture investments. The net of the impairment charge and income from our unconsolidated joint ventures is a net loss of approximately $517. For the year ended December 31, 2007, approximately $3,476 in income from unconsolidated joint venture investments was recorded, resulting in a decrease of $3,993 over the same period in 2008. During 2007, we acquired joint venture interests in the following property: Joint Venture Metro 29th Street Associates, LLC Brand Holiday Inn Express Name Manhattan-New York, NY Acquisition Date 2/1/2007 Rooms 228 Ownership % 50.0% Hersha Preferred Equity Return N/A Net Income/Loss Net loss applicable to common shareholders for year ended December 31, 2008 was $13,608 compared to net income applicable to common shareholders of $13,047 for the same period in 2007. Operating income for the year ended December 31, 2008 was $31,771 compared to operating income of $53,546 during the same period in 2007. The $21,775, or 40.7%, decrease in operating income was primarily the result of the impairment charge of $21,004 related to our investment in a development loan and an option to acquire the hotel property upon completion, noted above. This impairment charge was recorded during the fourth quarter of 2008. The weighted average minority interest ownership in our operating partnership increased from 11.83% for the year ended December 31, 2007 to 15.10% for the year ended December 31, 2008. This change is a result of the issuance of units in our operating partnership as consideration for the acquisition of hotel properties and is partially offset by the issuance of 6,600,000 of our common shares in May of 2008. Interest expense, increased $1,041 from $42,115 for the year ended December 31, 2007 to $43,156 for the year ended December 31, 2008. The increase in interest expense is the result of mortgages placed on newly acquired properties and increased average balances on our line of credit. Included in net loss applicable to common shareholders for the year ended December 31, 2008 is $2,432 in income from discontinued operations compared to $4,110 in income during the same period in 2007. Discontinued operations was driven primarily by a gain of $2,452 resulting from the sale of the Holiday Inn Conference Center in New Cumberland, PA in October 2008 and a gain of $3,745 results from the sale of the Fairfield Inn, Mt. Laurel, NJ and Hampton Inn, Linden, NJ in November 2007. FUNDS FROM OPERATIONS (in thousands, except share data) The National Association of Real Estate Investment Trusts (“NAREIT”) developed Funds from Operations (“FFO”) as a non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. We calculate FFO applicable to common shares and Partnership units in accordance with the April 2002 National Policy Bulletin of NAREIT, which we refer to as the White Paper. The White Paper defines FFO as net income (loss) (computed in accordance with GAAP) excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated assets, plus certain non-cash items, such as depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Our interpretation of the NAREIT definition is that minority interest in net income (loss) should be added back to (deducted from) net income (loss) as part of reconciling net income (loss) to FFO. Our FFO computation may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do. The GAAP measure that we believe to be most directly comparable to FFO, net income (loss) applicable to common shares, includes depreciation and amortization expenses, gains or losses on property sales, minority interest and preferred dividends. In computing FFO, we eliminate these items because, in our view, they are not indicative of the results from our property operations. FFO does not represent cash flows from operating activities in accordance with GAAP and should not be considered an alternative to net income as an indication of Hersha’s performance or to cash flow as a measure of liquidity or ability to make distributions. We consider FFO to be a meaningful, additional measure of operating performance because it excludes the effects of the assumption that the value of real estate assets diminishes predictably over time, and because it is widely used by industry analysts as a performance measure. We show both FFO from consolidated hotel operations and FFO from unconsolidated joint ventures because we believe it is meaningful for the investor to understand the relative contributions from our consolidated and 15 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 16 unconsolidated hotels. The display of both FFO from consolidated hotels and FFO from unconsolidated joint ventures allows for a detailed analysis of the operating performance of our hotel portfolio by management and investors. We present FFO applicable to common shares and Partnership units because our Partnership units are redeemable for common shares. We believe it is meaningful for the investor to understand FFO applicable to all common shares and Partnership units. The following table reconciles FFO for the periods presented to the most directly comparable GAAP measure, net income, for the same periods. Net (loss) income applicable to common shares (Loss) income allocated to minority interest (Loss) income of discontinued operations allocated to minority interest Loss (income) from unconsolidated joint ventures Gain on sale of assets Depreciation and amortization Depreciation and amortization from discontinued operations FFO related to the minority interests in consolidated joint ventures (1) Funds from consolidated hotel operations applicable to common shares and Partnership units Income from Unconsolidated Joint Venture Investments Impairment of Investment in Unconsolidated Joint Ventures (Loss) Income from Unconsolidated Joint Ventures Add: Depreciation and amortization of purchase price in excess of historical cost (2) Interest in deferred financing costs written off in unconsolidated joint venture debt extinguishment Interest in depreciation and amortization of unconsolidated joint venture (3) Funds from unconsolidated joint ventures operations applicable to common shares and Partnership units Funds from Operations applicable to common shares and Partnership units Weighted Average Common Shares and Units Outstanding Basic Diluted December 31, 2008 Twelve Months Ending December 31, 2007 December 31, 2006 $ (13,608) (2,053) (4) 517 (2,452) 40,998 420 (240) $ 13,047 1,773 49 (3,476) (3,745) 33,863 1,267 (652) $ 298 579 37 (1,799) (693) 18,420 1,850 (714) 23,578 1,373 (1,890) (517) 2,093 - 6,287 7,863 42,126 3,476 - 3,476 2,055 (2,858) 5,023 7,696 17,978 1,799 - 1,799 1,817 (207) 4,549 7,958 $ 31,441 $ 49,822 $ 25,936 45,184,127 53,218,864 40,718,724 46,183,394 27,118,264 30,672,675 (1) Adjustment made to deduct FFO related to the minority interest in our consolidated joint ventures. Represents the portion of net income and depreciation allocated to our joint venture partners. (2) Adjustment made to add depreciation of purchase price in excess of historical cost of the assets in the unconsolidated joint venture at the time of our investment. (3) Adjustment made to add our interest in real estate related depreciation and amortization of our unconsolidated joint ventures. Comparison of the year ended December 31, 2008 to December 31, 2007 FFO was $31,441 for the year ended December 31, 2008, which was a decrease of $18,381 or 36.9%, over FFO in the comparable period in 2007, which was $49,822. The decrease in FFO was primarily a result of an impairment of development loan receivable and other asset of $21,004 and an impairment of our interest in an unconsolidated joint venture of $1,890. FFO was also negatively impacted by increases in our interest expense during the year ended December 31, 2008. Comparison of the year ended December 31, 2007 to December 31, 2006 For the year ended December 31, 2007, FFO increased $23,886, or 92.1% over the same period in 2006. The increase in FFO was primarily a result of growth in the lodging industry and the markets where our properties are located, the benefits of acquiring assets and interests in joint ventures since December 31, 2005 and continued stabilization and maturation of the existing portfolio. FFO was negatively impacted by increases in our interest expense during the year ended December 31, 2007. 16 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 17 Item 8. Financial Statements and Supplementary Data Hersha Hospitality Trust Report of Independent Auditors Consolidated Balance Sheets as of December 31, 2008 and 2007 Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006 Consolidated Statements of Shareholders Equity and Comprehensive Income for the years ended December 31, 2008, 2007 and 2006 Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006 Notes to Consolidated Financial Statements Schedule III - Real Estate and Accumulated Depreciation for the year ended December 31, 2008 Page 18 19 20 22 23 24 56 17 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 18 Report of Independent Registered Public Accounting Firm The Board of Trustees and Stockholders of Hersha Hospitality Trust: We have audited the accompanying consolidated balance sheets of Hersha Hospitality Trust and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of Hersha Hospitality Trust’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We did not audit the financial statements of Mystic Partners, LLC an equity method investee company (See note 3) as of and for the year ended December 31, 2006. The Company's equity in earnings of Mystic Partners, LLC was $1,691,000 for the year ended December 31, 2006. The 2006 financial statements of Mystic Partners, LLC were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Mystic Partners as of and for the year ended December 31, 2006, is based on the report of the other auditors. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions. In our opinion, based on our audits and the report of other auditors related to 2006, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hersha Hospitality Trust and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Hersha Hospitality Trust and subsidiaries’ internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 5, 2009, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. /s/ KPMG LLP Philadelphia, Pennsylvania March 5, 2009 18 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 19 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2008 AND 2007 [IN THOUSANDS, EXCEPT SHARE AMOUNTS] Assets: Investment in Hotel Properties, net of Accumulated Depreciation Investment in Joint Ventures Development Loans Receivable Cash and Cash Equivalents Escrow Deposits Hotel Accounts Receivable, net of allowance for doubtful accounts of $120 and $47 Deferred Costs, net of Accumulated Amortization of $3,606 and $3,252 Due from Related Parties Intangible Assets, net of Accumulated Amortization of $595 and $764 Other Assets December 31, 2008 December 31, 2007 $ 982,082 46,283 81,500 15,697 12,404 6,870 9,157 4,645 7,300 13,517 $ 893,297 51,851 58,183 12,327 13,706 7,287 8,048 1,256 5,619 16,033 Total Assets $ 1,179,455 $ 1,067,607 Liabilities and Shareholders’ Equity: Line of Credit Mortgages and Notes Payable, net of unamortized discount of $61 and $72 Accounts Payable, Accrued Expenses and Other Liabilities Dividends and Distributions Payable Due to Related Parties Total Liabilities Minority Interests: Common Units Interest in Consolidated Joint Ventures Total Minority Interests Shareholders' Equity: $ 88,421 655,360 17,745 11,240 1,352 $ 43,700 619,308 17,728 9,688 2,025 774,118 692,449 $ 53,520 1,854 $ 42,845 1,908 55,374 44,753 Preferred Shares - 8% Series A, $.01 Par Value, 2,400,000 Shares Issued and Outstanding at December 31, 2008 and 2007 (Aggregate Liquidation Preference $60,000) Common Shares - Class A, $.01 Par Value, 80,000,000 Shares Authorized, 48,276,222 and 41,203,612 Shares Issued and Outstanding at December 31, 2008 and 2007, respectively Common Shares - Class B, $.01 Par Value, 1,000,000 Shares Authorized, None Issued and Outstanding Accumulated Other Comprehensive Loss Additional Paid-in Capital Distributions in Excess of Net Income Total Shareholders' Equity 24 483 - (109) 463,772 (114,207) 349,963 24 412 - (23) 397,127 (67,135) 330,405 Total Liabilities and Shareholders’ Equity $ 1,179,455 $ 1,067,607 The Accompanying Notes Are an Integral Part of These Consolidated Financial Statements. 19 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 20 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] Revenue: Hotel Operating Revenues Interest Income from Development Loans Land Lease Revenue Other Revenues Total Revenues Operating Expenses: Hotel Operating Expenses Hotel Ground Rent Land Lease Expense Real Estate and Personal Property Taxes and Property Insurance General and Administrative Acquisition and Terminated Transaction Costs Impairment of Development Loan Receivable and Other Asset Depreciation and Amortization Total Operating Expenses Operating Income Interest Income Interest Expense Other Expense Loss on Debt Extinguishment (Loss) Income before (loss) income from Unconsolidated Joint Venture Investments, Minority Interests and Discontinued Operations Unconsolidated Joint Ventures Income from Unconsolidated Joint Venture Investments Impairment of Investment in Unconsolidated Joint Venture (Loss) Income from Unconsolidated Joint Venture Investments (Loss) Income before Minority Interests and Discontinued Operations (Loss) Income allocated to Minority Interests in Continuing Operations (Loss) Income from Continuing Operations Discontinued Operations, net of minority interests (Note 12): Gain on Disposition of Hotel Properties (Loss) Income from Discontinued Operations Income from Discontinued Operations Net (Loss) Income Preferred Distributions Net (Loss) Income applicable to Common Shareholders 2008 2007 2006 $ 250,464 7,890 5,363 1,054 264,771 144,972 1,040 2,939 12,953 8,714 380 21,004 40,998 233,000 31,771 306 43,156 129 1,568 (12,776) 1,373 (1,890) (517) (13,293) (2,053) (11,240) 2,452 (20) 2,432 (8,808) 4,800 $ 229,461 6,046 4,860 980 241,347 130,910 856 2,721 11,349 7,953 149 - 33,863 187,801 53,546 686 42,115 83 - 12,034 3,476 - 3,476 15,510 1,773 13,737 3,745 365 4,110 17,847 4,800 $ 132,354 2,487 2,071 737 137,649 76,694 804 1,189 5,979 5,820 316 - 18,420 109,222 28,427 1,182 25,123 102 1,485 2,899 1,799 - 1,799 4,698 579 4,119 693 286 979 5,098 4,800 $ (13,608) $ 13,047 $ 298 The Accompanying Notes Are an Integral Part of These Consolidated Financial Statements. 20 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 21 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS Earnings Per Share: BASIC (Loss) income from continuing operations applicable to common shareholders Income from Discontinued Operations Net (loss) income applicable to common shareholders DILUTED (Loss) income from continuing operations applicable to common shareholders Income from Discontinued Operations Net (loss) income applicable to common shareholders 2008 2007 2006 $ (0.36) $ 0.22 $ (0.03) 0.05 0.10 0.04 $ (0.31) $ 0.32 $ 0.01 $ (0.36) * $ 0.22 * $ (0.03) * 0.05 * 0.10 * 0.04 * $ (0.31) * $ 0.32 * $ 0.01 * Weighted Average Common Shares Outstanding: Basic Diluted 45,184,127 45,184,127 * 40,718,724 40,718,724 * 27,118,264 27,118,264 * * Income allocated to minority interest in the Partnership has been excluded from the numerator and OP Units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would have no impact. Weighted average OP Units outstanding for the years ended December 31, 2008, 2007 and 2006 were 8,034,737, 5,464,670 and 3,554,361, respectively. Unvested stock awards have been omitted from the denominator for the purpose of computing diluted earnings per share for the years ended December 31, 2008, 2007 and 2006 since the effect of including these awards in the denominator would be anti-dilutive to income from continuing operations applicable to common shareholders. The Accompanying Notes Are an Integral Part of These Consolidated Financial Statements. 21 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 22 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006 [IN THOUSANDS, EXCEPT SHARES] Balance at December 31, 2005 Common Stock Issuance Issuance Costs Unit Conversion Reallocation of Minority Interest Dividends declared: Common Stock ($0.72 per share) Preferred Stock ($2.00 per share) Dividend Reinvestment Plan Stock Based Compensation Restricted Share Award Grants Restricted Share Award Vesting Share Grants to Trustees Comprehensive Income (Loss): Other Comprehensive Loss Net Income Total Comprehensive Income Balance at December 31, 2006 Unit Conversion Unit Conversion Costs Reallocation of Minority Interest Dividends declared: Common Stock ($0.72 per share) Preferred Stock ($2.00 per share) Dividend Reinvestment Plan Stock Based Compensation Restricted Share Award Grants Restricted Share Award Vesting Share Grants to Trustees Comprehensive Income (Loss): Other Comprehensive Loss Net Income Total Comprehensive Income Balance at December 31, 2007 Common Stock Issuance Issuance Costs Unit Conversion Reallocation of Minority Interest Dividends declared: Common Stock ($0.72 per share) Preferred Stock ($2.00 per share) Dividend Reinvestment Plan Stock Based Compensation Restricted Share Award Grants Restricted Share Award Vesting Share Grants to Trustees Comprehensive Income (Loss): Other Comprehensive Loss Net Loss Total Comprehensive Loss Balance at December 31, 2008 Class A Common Shares Shares 20,373,752 20,118,750 - 82,077 Dollars 203 201 - 1 Class B Common Shares Shares - - - - Dollars - - - - Series A Preferred Shares Shares 2,400,000 Dollars - - - - - - - - - - - - 2,400,000 - - - - - - - - - - - 24 $ - - - $ 381,592 2,366 (142) 12,422 233 $ - - - $ (50,635) - - - Additional Paid-In Capital Other Comprehensive Income 24 - - - - - - - - - - - - 193,228 191,875 (1,061) 649 (3,467) - - 29 - 293 46 - - 327 - - - - - - - - (94) - Distributions in Excess of Net Earnings (29,079) - - - Total 164,703 192,076 (1,061) 650 (3,467) (21,854) (4,800) - (21,854) (4,800) 29 - - - 5,098 - 293 46 (94) 5,098 5,004 331,619 $ 2,369 (142) 12,422 (29,547) (4,800) - (29,547) (4,800) 30 - - - - - - 768 95 (256) 17,847 17,591 330,405 $ 62,073 (228) 1,372 1,966 (33,464) (4,800) - (33,464) (4,800) 31 - - - - 1,411 91 - - - - - - - - - - - - - - (256) - - 17,847 $ (23) $ (67,135) - - - - - - - - - - 29 - 766 94 - - 397,127 62,007 (228) 1,370 1,966 - - 31 (3) 1,411 91 - - - $ - 2,400,000 $ 24 $ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - $ - - - - - - - - - - - - - - - - - - - - - - - - 2,871 89,500 - 5,000 - - 40,671,950 306,460 - - - - 2,620 214,582 - 8,000 - - - - - - - - - - - $ 405 3 - - - - - - - 1 2 1 41,203,612 6,600,000 $ 412 66 175,843 - - - 5,092 281,675 - 10,000 - - 2 3 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 48,276,222 $ 483 - $ - 2,400,000 $ 24 $ 463,772 $ (109) $ (114,207) (86) - - (8,808) (86) (8,808) (8,894) 349,963 $ The Accompanying Notes Are an Integral Part of These Consolidated Financial Statements. 22 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 23 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] Operating activities: Net (loss) income Adjustments to reconcile net (loss) income to net cash provided by operating activities: Gain on disposition of hotel assets held for sale Impairment of development loan receivable and other asset Depreciation Amortization Debt extinguishment Income allocated to minority interests Equity in loss (income) of unconsolidated joint ventures Distributions from unconsolidated joint ventures Loss (gain) recognized on change in fair value of derivative instrument Stock based compensation expense Change in assets and liabilities: (Increase) decrease in: Hotel accounts receivable Escrows Other assets Due from related party Increase (decrease) in: Due to related party Accounts payable and accrued expenses Net cash provided by operating activities Investing activities: Purchase of hotel property assets Capital expenditures Proceeds from disposition of hotel assets held for sale Deposits on hotel acquisitions Cash paid for franchise fee intangible Investment in notes receivable Repayment of notes receivable Investment in development loans receivable Repayment of development loans receivable Distributions from unconsolidated joint venture Advances and capital contributions to unconsolidated joint ventures Net cash used in investing activities Financing activities: Proceeds from (repayments of) borrowings under line of credit, net Principal repayment of mortgages and notes payable Proceeds from mortgages and notes payable Settlement of interest rate derivative Cash paid for deferred financing costs Proceeds from issuance of common stock, net Stock issuance costs related to conversion of partnership units Distributions to partners in consolidated joint ventures Dividends paid on common shares Dividends paid on preferred shares Distributions paid on common partnership units Net cash provided by (used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents - beginning of year 2008 2007 2006 $ (8,808) $ 17,847 $ 5,098 (2,888) 21,004 41,219 1,958 1,587 (1,621) 517 3,036 71 1,502 420 1,302 (1,132) (3,251) (1,115) 93 53,894 (63,626) (19,226) 6,456 - (57) - 1,350 (64,200) 22,416 2,113 (96) (114,870) 44,721 (57,421) 59,156 - (1,244) 61,845 - - (32,169) (4,800) (5,742) 64,346 3,370 12,327 (4,248) - 34,963 1,812 - 2,323 (3,476) 4,501 (89) 852 (2,500) 1,845 (261) 3,691 (1,291) 3,331 59,300 (32,658) (16,773) 11,905 - (11) - 34 (65,700) 53,000 6,485 (2,309) (46,027) 19,700 (20,717) 28,543 - (286) - (143) (526) (29,424) (4,800) (3,609) (11,262) 2,011 10,316 (784) - 20,131 1,118 1,485 706 (1,799) 4,578 (197) 339 (1,731) (87) (2,781) (2,131) (1,448) 4,720 27,217 (395,359) (11,020) 9,800 (2,100) (46) (1,057) 1,909 (51,616) 37,050 2,767 (4,209) (413,881) 24,000 (80,222) 280,205 79 (1,224) 191,015 - (221) (18,174) (4,800) (2,458) 388,200 1,536 8,780 Cash and cash equivalents - end of year $ 15,697 $ 12,327 $ 10,316 The Accompanying Notes Are an Integral Part of These Consolidated Financial Statements. 23 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 24 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Hersha Hospitality Trust (“we” or the “Company”) was formed in May 1998 as a self-administered, Maryland real estate investment trust (“REIT”) for federal income tax purposes. The Company owns a controlling general partnership interest in Hersha Hospitality Limited Partnership (“HHLP” or the “Partnership”), which owns a 99% limited partnership interest in various subsidiary partnerships. Hersha Hospitality, LLC (“HHLLC”), a Virginia limited liability company, owns a 1% general partnership interest in the subsidiary partnerships and the Partnership is the sole member of HHLLC. The Partnership formed a wholly owned taxable REIT subsidiary, 44 New England Management Company (“44 New England” or “TRS Lessee”), to lease certain of the Company’s hotels. On May 5, 2008, we transferred the listing of our common shares of beneficial interest and 8.0% Series A preferred shares of beneficial interest from the American Stock Exchange to the New York Stock Exchange (the “NYSE”). Hersha’s common shares now trade on the NYSE under the ticker symbol "HT" and its Series A preferred shares now trade on the NYSE under the ticker symbol "HT PR A." As of December 31, 2008, the Company, through the Partnership and subsidiary partnerships, wholly owned fifty-eight limited and full service hotels. All of the wholly owned hotel facilities are leased to the Company’s taxable REIT subsidiary (“TRS”), 44 New England. In addition to the wholly owned hotel properties, as of December 31, 2008, the Company owned joint venture interests in another eighteen properties. The properties owned by the joint ventures are leased to a TRS owned by the joint venture or to an entity owned by the joint venture partners and 44 New England. The following table lists the properties owned by these joint ventures: Joint Venture Ownership Property Location Lessee/Sublessee Unconsolidated Joint Ventures Inn America Hospitality at Ewing, LLC PRA Glastonbury, LLC PRA Suites at Glastonbury, LLC Mystic Partners, LLC Hiren Boston, LLC SB Partners, LLC Metro 29th Street Associates, LLC. Consolidated Joint Ventures Logan Hospitality Associates, LLC LTD Associates One, LLC LTD Associates Two, LLC 50.0% 48.0% 48.0% 66.7% 8.8% 66.7% 66.7% 66.7% 66.7% 44.7% 66.7% 15.0% 50.0% 50.0% 50.0% 55.0% 75.0% 75.0% Courtyard Hilton Garden Inn Homewood Suites Marriott Hilton Courtyard Courtyard Residence Inn Residence Inn Residence Inn Springhill Suites Marriott Courtyard Holiday Inn Express Holiday Inn Express Ewing/Princeton, NJ Glastonbury, CT Glastonbury, CT Mystic, CT Hartford, CT Norwich, CT Warwick, RI Danbury, CT Mystic, CT Southington, CT Waterford, CT Hartford, CT South Boston, MA South Boston, MA New York, NY Hersha Inn America TRS Inc. Hersha PRA TRS, Inc Hersha PRA LLC Mystic Partners Leaseco, LLC Mystic Partners Leaseco, LLC Mystic Partners Leaseco, LLC Mystic Partners Leaseco, LLC Mystic Partners Leaseco, LLC Mystic Partners Leaseco, LLC Mystic Partners Leaseco, LLC Mystic Partners Leaseco, LLC Mystic Partners Leaseco, LLC South Bay Boston, LLC South Bay Sandeep, LLC Metro 29th Sublessee, LLC Four Points – Sheraton Springhill Suites Residence Inn Revere/Boston, MA Williamsburg, VA Williamsburg, VA Revere Hotel Group, LLC HT LTD Williamsburg One LLC HT LTD Williamsburg Two LLC Mystic Partners, LLC owns an interest in nine hotel properties. Our interest in Mystic Partners, LLC is relative to our interest in each of the nine properties owned by the joint venture as defined in the joint venture’s governing documents. Each of the nine properties owned by Mystic Partners, LLC is leased to a separate entity that is consolidated in Mystic Partners Leaseco, LLC which is owned by 44 New England and our joint venture partner in Mystic Partners, LLC. The properties are managed by eligible independent management companies, including Hersha Hospitality Management, LP (“HHMLP”). HHMLP is owned in part by four of the Company’s executive officers, two of its trustees and other third party investors. 24 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 25 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Principles of Consolidation and Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include all of our accounts as well as accounts of the Partnership, subsidiary partnerships and our wholly owned TRS Lessee. All significant inter-company amounts have been eliminated. Consolidated properties are either wholly owned or owned less than 100% by the Partnership and are controlled by the Company as general partner of the Partnership. Properties owned in joint ventures are also consolidated if the determination is made that we are the primary beneficiary in a variable interest entity (VIE) or we maintain control of the asset through our voting interest in the entity. Control can be demonstrated by the ability of the general partner to manage day-to-day operations, refinance debt and sell the assets of the partnerships without the consent of the limited partners and the inability of the limited partners to replace the general partner. Control can be demonstrated by the limited partners if the limited partners have the right to dissolve or liquidate the partnership or otherwise remove the general partner without cause or have rights to participate in the significant decisions made in the ordinary course of the partnership’s business. We evaluate each of our investments and contractual relationships to determine whether they meet the guidelines of consolidation. Our examination consists of reviewing the sufficiency of equity at risk, controlling financial interests, voting rights, and the obligation to absorb expected losses and expected gains, including residual returns. Based on our examination, the following entities were determined to be VIE’s: Mystic Partners, LLC; Mystic Partners Leaseco, LLC; Hersha PRA LLC; South Bay Boston, LLC; HT LTD Williamsburg One LLC; HT LTD Williamsburg Two LLC; Metro 29th Sublessee, LLC; Hersha Statutory Trust I; and Hersha Statutory Trust II. Mystic Partners, LLC is a VIE entity, however because we are not the primary beneficiary it is not consolidated by the Company. Our maximum exposure to losses due to our investment in Mystic Partners, LLC is limited to our investment in the joint venture which is $27,977 as of December 31, 2008. Also, Mystic Partners Leaseco, LLC; Hersha PRA LLC; South Bay Boston, LLC; HT LTD Williamsburg One LLC; HT LTD Williamsburg Two LLC, and Metro 29th Sublessee, LLC lease hotel properties from our joint venture interests and are variable interest entities. These entities are consolidated by the lessors, the primary beneficiaries of each entity. Hersha Statutory Trust I and Hersha Statutory Trust II are VIEs but HHLP is not the primary beneficiary in these entities. The accounts of Hersha Statutory Trust I and Hersha Statutory Trust II are not consolidated with and into HHLP. We have consolidated the operations of the Logan Hospitality Associates, LLC; LTD Associates One, LLC; and LTD Associates Two, LLC joint ventures because each entity is a voting interest entity and the Company owns a majority voting interest in the venture. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout these Consolidated Financial Statements, different assumptions and estimates could materially impact our reported results. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions and changes in market conditions could impact our future operating results. Investment in Hotel Properties The Company allocates the purchase price of hotel properties acquired based on the fair value of the acquired real estate, furniture, fixtures and equipment, and intangible assets and the fair value of liabilities assumed, including debt. The Company’s investments in hotel properties are carried at cost and are depreciated using the straight-line method over the following estimated useful lives: Building and Improvements Furniture, Fixtures and Equipment 7 to 40 Years 5 to 7 Years 25 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 26 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company periodically reviews the carrying value of each hotel to determine if circumstances exist indicating impairment to the carrying value of the investment in the hotel or that depreciation periods should be modified. If facts or circumstances support the possibility of impairment, the Company will prepare an estimate of the undiscounted future cash flows, without interest charges, of the specific hotel and determine if the investment in such hotel is recoverable based on the undiscounted future cash flows. If impairment is indicated, an adjustment will be made to the carrying value of the hotel to reflect the hotel at fair value. In accordance with the provisions of Financial Accounting Standards Board Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” a hotel is considered held for sale when management and our independent trustees commit to a plan to sell the property, the property is available for sale, management engages in active program to locate a buyer for the property and it is probable the sale will be completed within a year of the initiation of the plan to sell. Investment in Unconsolidated Joint Ventures If it is determined that we do not have a controlling interest in a joint venture, either through our financial interest in a VIE or our voting interest in a voting interest entity, the equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize our share of net earnings or losses of the affiliates as they occur rather than as dividends or other distributions are received, limited to the extent of our investment in, advances to and commitments for the investee. Pursuant to our joint venture agreements, allocations of profits and losses of some of our investments in unconsolidated joint ventures may be allocated disproportionately as compared to the ownership percentages due to specified preferred return rate thresholds. The Company periodically reviews the carrying value of its investment in unconsolidated joint ventures to determine if circumstances exist indicating impairment to the carrying value of the investment. When an impairment indicator is present, we will review the recoverability of our investment. It the investment’s carrying value is not considered recoverable, we will estimate the fair value of the investment. Our estimate of fair value takes into consideration factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. This determination requires significant estimates by management, including the expected cash flows to be generated by the assets owned and operated by the joint venture. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount over the fair value of our investment in the unconsolidated joint venture. Development Loans Receivable The Company provides secured first-mortgage and mezzanine financing to hotel developers. Development loans receivable are recorded at cost and are reviewed for potential impairment at each balance sheet date. The Company’s development loans receivable are each secured by various hotel or hotel development properties or partnership interests in hotel or hotel development properties. We have determined that development loans receivable do not constitute a financial interest in a VIE and do not consolidate the operating results of the borrower in our consolidated financial statements. Our evaluation consists of reviewing the sufficiency of the borrower’s equity at risk, controlling financial interests in the borrower, voting rights of the borrower, and the borrower’s obligation to absorb expected losses and expected gains, including residual returns. The analysis utilized by the Company in evaluating the development loans receivable involves considerable management judgment and assumptions. A development loan receivable is considered impaired when it becomes probable, based on current information, that the Company will be unable to collect all amounts due according to the loan’s contractual terms. The amount of impairment, if any, is measured by comparing the recorded amount of the loan to the present value of the expected cash flows or the fair value of the collateral. If a loan was deemed to be impaired, the Company would record a charge to income for any shortfall. Cash and Cash Equivalents Cash and cash equivalents represent cash on hand and in banks plus short-term investments with an initial maturity of three months or less when purchased. Escrow Deposits Escrow deposits include reserves for debt service, real estate taxes, and insurance and reserves for furniture, fixtures, and equipment replacements, as required by certain mortgage debt agreement restrictions and provisions. 26 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 27 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Hotel Accounts Receivable Hotel accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. The Company generally does not require collateral. Ongoing credit evaluations are performed and an allowance for potential losses from uncollectible accounts is provided against the portion of accounts receivable that is estimated to be uncollectible. Deferred Costs Deferred loan costs are recorded at cost and amortized over the terms of the related indebtedness using the effective interest method. Due from/to Related Parties Due from/to Related Parties represents current receivables and payables resulting from transactions related to hotel management and project management with affiliated entities. Due from related parties results primarily from advances of shared costs incurred. Due to affiliates results primarily from hotel management and project management fees incurred. Both due to and due from related parties are generally settled within a period not to exceed one year. Intangible Assets Intangible assets consist of leasehold intangibles for above-market and below-market value of in-place leases and deferred franchise fees. The leasehold intangibles are amortized over the remaining lease term. Deferred franchise fees are amortized using the straight-line method over the life of the franchise agreement. Minority Interest Minority interest in the Partnership represents the limited partner’s proportionate share of the equity of the Partnership. Income (Loss) is allocated to minority interest in accordance with the weighted average percentage ownership of the Partnership during the period. At the end of each reporting period the appropriate adjustments to the income (loss) are made based upon the weighted average percentage ownership of the Partnership during the period. Our ownership interest in the Partnership as of December 31, 2008, 2007 and 2006 was 84.5%, 86.4% and 91.4%, respectively. At December 31, 2008, there were 8,746,300 units outstanding with a fair market value of $26,239 which has been determined using the Company’s stock price at December 31, 2008. The Company revalues the minority interest associated with the Partnership units each quarter to maintain a proportional relationship between the book value of equity associated with common shareholders relative to that of the Unit holders since both have equivalent rights and Units are convertible into shares of common stock on a one-for-one basis. We also maintain minority interests for the equity interest owned by third parties in Logan Hospitality Associates, LLC; LTD Associates One, LLC; and LTD Associates Two, LLC. Third parties own a 45% interest in Logan Hospitality Associates, LLC and a 25% interest in each of LTD Associates One LLC and LTD Associates Two, LLC. We allocate the income (loss) of these joint ventures to the minority interest in consolidated joint ventures based upon the ownership of the entities, preferences in distributions of cash available and the terms of each venture agreement. Shareholders’ Equity On May 16, 2008, we completed a public offering of 6,000,000 common shares at $9.90 per share. On May 20, 2008, the underwriters exercised a portion of their over-allotment option with respect to that offering, and we issued an additional 600,000 common shares at $9.90 per share. Proceeds to us, net of underwriting discounts and commissions and expenses, were approximately $61,845. Immediately upon closing the offering, we contributed all of the net proceeds of the offering to the Partnership in exchange for additional Partnership interests. The net offering proceeds were used to repay indebtedness. Stock Based Compensation We apply Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (SFAS 123R) whereby we measure the cost of employee service received in exchange for an award of equity instruments based on the grant-date fair value of the award. 27 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 28 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The compensation cost is amortized on a straight line basis over the period during which an employee is required to provide service in exchange for the award. Derivatives and Hedging The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company primarily uses interest rate swaps and interest rate caps as part of its cash flow hedging strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable- rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount. Interest rate caps designated as cash flow hedges limit the Company’s exposure to increased cash payments due to increases in variable interest rates. Revenue Recognition We recognize revenue and expense for all consolidated hotels as hotel operating revenue and hotel operating expense when earned and incurred. These revenues are recorded net of any sales or occupancy taxes collected from our guests. We participate in frequent guest programs sponsored by the brand owners of our hotels and we expense the charges associated with those programs, as incurred. Interest income on development loan financing is recorded in the period earned based on the interest rate of the loan and outstanding balance during the period. Development loans receivable and accrued interest on the development loans receivable are evaluated to determine if outstanding balances are collectible. Interest is recorded only if it is determined the outstanding loan balance and accrued interest balance are collectible. We lease land to hotel developers under fixed lease agreements. In addition to base rents, these lease agreements contain provisions that require the lessee to reimburse real estate taxes, debt service and other impositions. Base rents and reimbursements for real estate taxes, debt service and other impositions are recorded in land lease revenue on an accrual basis. Expenses for real estate taxes, interest expense, and other costs that are reimbursed under the land leases are recorded in land lease expense when they are incurred. Other revenues consist primarily of fees earned for asset management services provided to hotels we own through unconsolidated joint ventures. Fees are earned as a percentage of the hotels revenue and are recorded in the period earned to the extent of the minority interest ownership. Income Taxes The Company qualifies as a REIT under applicable provisions of the Internal Revenue Code (Code), as amended, and intends to continue to qualify as a REIT. In general, under such provisions, a trust which has made the required election and, in the taxable year, meets certain requirements and distributes to its shareholders at least 90% of its REIT taxable income will not be subject to Federal income tax to the extent of the income which it distributes. Earnings and profits, which determine the taxability of dividends to shareholders, differ from net income reported for financial reporting purposes due primarily to differences in depreciation of hotel properties for Federal income tax purposes. Deferred income taxes relate primarily to the TRS Lessee and are accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting bases of assets and liabilities of the TRS Lessee and their respective tax bases and for their operating loss and tax credit carry forwards based on enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including tax planning strategies and other factors. Although the TRS Lessee is expected to operate at a profit for Federal income tax purposes in future periods, the utilization of the deferred tax asset is not determinable. Therefore, any deferred tax assets have been reserved as we have not concluded that it is more likely than not that these deferred tax assets will be realizable. 28 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 29 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Reclassification Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Recent Accounting Pronouncements SFAS No. 141R In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R requires most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a business combination to be recorded at “full fair value.” SFAS No. 141R is effective for fiscal years beginning after December 15, 2008. The Company has not determined whether the adoption of SFAS No. 141R will have a material effect on the Company’s financial statements. Adoption of SFAS No.141R on January 1, 2009 could have a material effect on the Company’s financial statements and the Company’s future financial results to the extent the Company acquires significant amounts of real estate assets. Costs related to future acquisitions will be expensed as incurred compared to the Company’s current practice of capitalizing such costs and amortizing them over the useful life of the acquired assets. In addition, to the extent the Company enters into acquisition agreements with earn-out provisions, a liability may be recorded at the time of acquisition based on an estimate of the earn-out to be paid compared to our current practice of recording a liability for the earn-out when amounts are probable and determinable. SFAS No. 160 In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS No. 160”). SFAS No. 160 requires noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. No. 160 is effective for fiscal years beginning after December 15, 2008. The adoption of this statement will result in minority interest to be reclassified as a component of shareholders’ equity. SFAS No. 161 In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”). SFAS No. 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. The objective of the guidance is to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The Company has determined that the adoption of SFAS No. 161 will not have a material effect on the Company’s financial statements. FSP EITF 03-6-1 In June 2008, the FASB issued FASB Staff Position on Emerging Issues Task Force Issue 03-6, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share (“EPS”) pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of FSP EITF 03- 6-1. Early application is not permitted. We expect that the adoption of this FSP will not impact our financial position or net income. 29 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 30 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 2 - INVESTMENT IN HOTEL PROPERTIES Investment in hotel properties consist of the following at December 31, 2008 and 2007: Land Buildings and Improvements Furniture, Fixtures and Equipment Construction in Progress December 31, 2008 December 31, 2007 $ 184,879 802,760 121,991 - 1,109,630 $ 172,061 706,038 105,979 1,541 985,619 Less Accumulated Depreciation (127,548) (92,322) Total Investment in Hotel Properties $ 982,082 $ 893,297 Depreciation expense was $41,219, $34,895 and $20,120 for the years ended December 31, 2008, 2007 and 2006, respectively. During the year ended December 31, 2008 we acquired the following wholly owned hotel properties: Hotel Duane Street Hotel, TriBeCa, New York, NY nu Hotel, Brooklyn, NY TownePlace Suites, Harrisburg, PA Sheraton Hotel, JFK Airport, Jamaica, NY Holiday Inn Express, Camp Springs, MD Hampton Inn, Smithfield, RI Total 2008 Wholly Owned Acquisitions Acquisition Date Land Buildings and Improvements Furniture Fixtures and Equipment Franchise Fees, Loan Costs, and Leasehold Intangible Total Purchase Price Fair Value of Assumed Debt 1/4/2008 $ 8,213 $ 12,869 $ 2,793 $ - $ 23,875 $ - 1/14/2008 - 17,343 - - 17,343 - 5/8/2008 1,238 10,182 1,792 42 13,254 - 6/13/2008 - 27,584 4,413 2,893 34,890 23,800 6/26/2008 1,629 11,115 931 5 13,680 - 8/1/2008 2,057 9,502 1,156 102 12,817 6,990 $ 13,137 $ 88,595 $ 11,085 $ 3,042 $ 115,859 $ 30,790 In connection with the acquisitions made during the year ended December 31, 2008, we acquired $344 in working capital assets and assumed $662 in working capital liabilities. Interest rates on debt assumed in the acquisitions of the Sheraton Hotel, JFK Airport, Jamaica, NY and the Hampton Inn, Smithfield, RI were at market rates. In connection with the acquisition of the Sheraton Hotel, the Company assumed a $23,800 variable rate mortgage which accrued interest at LIBOR plus 2.00% per annum. This debt was repaid in October 2008 with borrowings from our revolving line of credit, and this property now serves as collateral for borrowings under our revolving line of credit. In connection with the acquisition of the Sheraton Hotel, we assumed a lease for the underlying land with a remaining term of approximately 94 years. The remaining lease payments were determined to be below market value and, as a result, $2,171 of the purchase price was allocated to a leasehold intangible asset. This asset is recorded in intangible assets on the consolidated balance sheet and is being amortized over the remaining life of the lease. In connection with the acquisition of the Duane Street Hotel, the Company entered into a $15,000 fixed rate mortgage with interest at 7.15%. The mortgage matures in February 2018 and is interest only for the first three years. Upon acquisition of the nu Hotel, located in Brooklyn, NY, we commenced renovations to fit out the building prior to its opening. Costs associated with the building while it was being renovated, including interest, were capitalized. On July 7, 2008, the property opened and all renovation costs were capitalized to building and improvements and furniture, fixtures and equipment and are being depreciated over the useful lives of these assets. In connection with the acquisition of the nu Hotel the Company entered into an $18,000 variable rate mortgage debt facility with interest at LIBOR plus 2.00%. Principal of $13,240 was drawn on the date of acquisition, while the remainder of the balance has been drawn as renovations progressed and as interest was incurred. The mortgage requires the payment of interest only and matures in January of 2011. 30 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 31 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 2 - INVESTMENT IN HOTEL PROPERTIES (continued) In connection with the acquisition of the Hampton Inn, Smithfield, RI, the Company assumed a $6,990 fixed rate mortgage which accrues interest at 6.98%. The mortgage matures in December 12, 2016. In connection with the acquisition of the property, the sellers provided a $500 note payable which accrued interest at a rate of 7.00% per annum. This note was repaid prior to September 30, 2008. The Duane Street Hotel, New York, NY was acquired from entities that are owned by certain of the Company’s executives and affiliated trustees. Included in the consideration paid for the Duane Street Hotel were 779,585 units of limited partnership interest (“OP Units”) in Hersha Hospitality Limited Partnership ("HHLP" or the “Partnership”), our operating partnership subsidiary, valued at $6,862. The OP Units were issued to certain executives and affiliated trustees of the Company. The Sheraton Hotel, JFK Airport, Jamaica, NY, was acquired from entities that are owned by certain of the Company’s executives and affiliated trustees and an unrelated third party. Included in the consideration paid for the Sheraton Hotel were 1,177,306 OP Units in HHLP valued at $10,596. The OP Units were issued to certain executives and affiliated trustees of the Company and an unrelated third party. The Holiday Inn Express, Camp Springs, MD, was acquired from entities that are owned by certain of the Company’s executives and affiliated trustees and an unrelated third party. Included in the consideration paid for the Holiday Inn Express were 540,337 OP Units in HHLP valued at $4,166. The OP Units were issued to certain executives and affiliated trustees of the Company and an unrelated third party. Our newly acquired hotels are leased to our wholly-owned taxable REIT subsidiary (“TRS”), 44 New England Management Company and all are managed by Hersha Hospitality Management, LP (“HHMLP”). HHMLP is owned by three of the Company’s executives, two of its affiliated trustees and other investors that are not affiliated with the Company. During the year ended December 31, 2007 we acquired the following wholly owned hotel properties: Hotel Residence Inn, Langhorne, PA Residence Inn, Carlisle, PA Holiday Inn Express, Chester, NY Hampton Inn - Seaport, New York, NY Hotel 373 and Starbucks Lease - 5th Avenue, New York, NY Nevins Street, Brooklyn, NY Holiday Inn, Norwich, CT Total 2007 Wholly Owned Acquisitions Acquisition Date Land Buildings and Improvements Furniture Fixtures and Equipment Franchise Fees and Loan Costs Total Purchase Price Fair Value of Assumed Debt 1/8/2007 $ 1,463 $ 12,125 $ 2,170 $ 50 $ 15,808 $ - 1/10/2007 1,015 7,511 1,330 89 9,945 7,000 1/25/2007 1,500 6,701 1,031 126 9,358 6,700 2/1/2007 7,816 19,056 1,729 1,036 29,637 20,202 6/1/2007 14,239 16,801 3,294 11 34,345 22,000 6/11/2007 & 7/11/2007 10,650 - - 269 10,919 6,500 7/1/2007 1,984 12,037 2,041 67 16,129 8,162 $ 38,667 $ 74,231 $ 11,595 $ 1,648 $ 126,141 $ 70,564 Interest rates on debt assumed in the acquisition of the Residence Inn, Carlisle, PA and the Holiday Inn Express & Suites, Chester, NY were at market rates. We assumed $19,250 in debt with the acquisition of the Hampton Inn-Seaport, New York, NY bearing interest at a fixed rate of 6.36% which was determined on the date of acquisition to be above market rates. We recorded a premium of $952 related to the assumption of this debt. In the acquisition of Hotel 373 – 5th Avenue, New York, NY, we assumed $22,000 in variable rate debt bearing interest at LIBOR plus 2.00% and an interest rate cap which effectively caps interest on this debt at 7.75%. The debt matures and the interest rate cap terminates on April 9, 2009. The interest rate cap had a fair value of $15 on the date of acquisition. We assumed $6,500 in variable rate debt bearing interest at LIBOR plus 2.70% with the acquisition of a parcel of land on Nevins Street in Brooklyn, NY. This parcel of land is being leased to a hotel developer that is owned in part by certain executives and affiliated trustees of the Company. Lease income on the land includes payment of debt service on the assumed debt. We assumed $8,162 in debt with the acquisition of the Holiday Inn, Norwich, CT which was repaid on July 30, 2007. The Residence Inn, Carlisle, PA and the Hampton Inn-Seaport, New York, NY were acquired from entities that are owned by certain of the Company’s executives and affiliated trustees. Included in the consideration paid for the Residence Inn, Carlisle, PA 31 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 32 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 2 - INVESTMENT IN HOTEL PROPERTIES (continued) were 119,818 OP Units in HHLP valued at $1,330. The OP Units were issued to sellers that are not affiliated with the Company. Consideration paid for the Hampton Inn-Seaport, New York, NY, included 15,016 OP Units valued at $168 and an $8,208 note payable. The OP Units and note payable were issued to certain executives and affiliated trustees of the Company. On May 24, 2007, the note payable was fully repaid. Interest expense of $203 was incurred on the notes payable during the year ended December 31, 2007. Included in the consideration paid for the Hotel 373 – 5th Avenue, New York, NY were 1,000,000 OP Units valued at $12,320. The OP Units were issued to a seller that is not affiliated with the Company. Consideration paid for the Holiday Inn, Norwich, CT, included 659,312 OP Units valued at $7,800. The OP Units were issued to certain executives and affiliated trustees of the Company. On January 8, 2007, we closed on the acquisition of the Residence Inn, Langhorne, PA. The purchase agreement for this acquisition contained certain provisions that entitle the seller to an earn-out payment of up to $1,000 based on the net operating income of the property, as defined in the purchase agreement. The earn-out period expired on July 31, 2008. Based on results for this property through July 31, 2008, a $1,000 earn-out was paid in October 2008. This additional purchase price was capitalized to land, building and improvements, and furniture, fixtures and equipment and is being depreciated over the useful lives of these assets. The purchase agreements for some of our acquisitions contain certain provisions that entitle the seller to an earn-out payment based on the Net Operating Income of the properties, as defined in each purchase agreement. The following table summarizes our existing earn-out provisions: Acquisition Date Acquisition Name Maximum Earn-Out Payment Amount Earn-Out Period Expiration 12/28/2006 Summerfield Suites Portfolio 6/26/2008 Holiday Inn Express, Camp Springs, MD 8/1/2008 Hampton Inn & Suites, Smithfield, RI $ 6,000,000 December 31, 2009 1,905,000 December 31, 2010 1,515,000 December 31, 2010 We are currently unable to determine whether amounts will be paid under these three earn-out provisions since significant time remains until the expiration of the earn-out periods. Due to uncertainty of the amounts that will ultimately be paid, no accrual has been recorded on the consolidated balance sheet for amounts due under these earn-out provisions. In the event amounts are payable under these provisions, payments made will be recorded as additional consideration given for the properties. On February 15, 2006, we acquired an 80% joint venture interest in an entity that owns the Hampton Inn, Philadelphia, PA. The entity that sold the 80% interest was owned, in part, by certain executives and affiliated trustees of the Company. On October 1, 2007, we acquired the remaining 20% interest from our joint venture partners. The following is the allocation of purchase price for each step of the acquisition: Acquisition Date Land Buildings and Improvements Furniture Fixtures and Equipment Franchise Fees and Loan Costs Total Acquisition of 80% Interest 2/15/2006 $ 2,928 $ 21,062 $ 3,029 $ 117 $ 27,136 Acquisition of Remaining 20% Interest 10/1/2007 744 4,850 790 - 6,384 32 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 33 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 2 - INVESTMENT IN HOTEL PROPERTIES (continued) Consideration paid for the remaining 20% interest in the Hampton Inn, Philadelphia, PA consisted of 406,877 OP Units valued at $4,162, which were issued to certain executives and affiliated trustees of the Company. Prior to the acquisition of the remaining 20% interest, the Hampton Inn, Philadelphia, PA was reported as a consolidated joint venture and its assets and liabilities were included in the Company’s consolidated balance sheet and non-controlling interest of $588 was reported as Minority Interests. As a result of acquiring the remaining 20% interest in the venture, our investment in hotel properties was increased as follows: Purchase Price Less: Net book value included in consolidated financial statements prior to acquisition Step-up in value included in consolidated financial statements after acquisition Land Buildings and Improvements Furniture Fixtures and Equipment Total $ 744 $ 4,850 $ 790 $ 6,384 (193) (2,396) (220) (2,809) $ 551 $ 2,454 $ 570 $ 3,575 Pro Forma Operating Results (Unaudited) The following condensed pro forma financial data is presented as if all 2008 and 2007 acquisitions had been consummated as of January 1, 2007. Properties acquired without any operating history are excluded from the condensed pro forma operating results. The condensed pro forma information is not necessarily indicative of what actual results of operations of the Company would have been assuming the acquisitions had been consummated at the beginning of the year presented, nor does it purport to represent the results of operations for future periods. Pro Forma Total Revenues Pro Forma (Loss) income from Continuing Operations applicable to Common Shareholders Income from Discontinued Operations Pro Forma Net (Loss) income Preferred Distributions Pro Forma Net (Loss) income applicable to Common Shareholders Pro Forma (Loss) income applicable to Common Shareholders per Common Share Basic Diluted Weighted Average Common Shares Outstanding Basic Diluted For the Year Ended December 31, 2008 $ 266,728 2007 $ 243,681 $ $ (11,115) 2,432 (8,683) 4,800 (13,483) 13,220 4,110 17,330 4,800 12,530 $ $ $ $ (0.30) (0.30) $ $ 0.31 0.31 45,184,127 45,184,127 40,718,724 40,718,724 33 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 34 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 3 — INVESTMENT IN UNCONSOLIDATED JOINT VENTURES As of December 31, 2008 and December 31, 2007 our investment in unconsolidated joint ventures consisted of the following: Joint Venture Hotel Properties Percent Owned Preferred Return December 31, 2008 2007 PRA Glastonbury, LLC Inn American Hospitality at Ewing, LLC Hilton Garden Inn, Glastonbury, CT Courtyard by Marriott, Ewing, NJ 48%* 50.0% 11.0% cumulative 11.0% cumulative $ 738 736 $ 945 1,016 Hiren Boston, LLC SB Partners, LLC Mystic Partners, LLC PRA Suites at Glastonbury, LLC Metro 29th Street Associates, LLC Courtyard by Marriott, Boston, MA Holiday Inn Express, Boston, MA Hilton and Marriott branded hotels in CT and RI Homewood Suites, Glastonbury, CT Holiday Inn Express, New York, NY 50.0% 50.0% 8.8%-66.7% 48%* 50.0% N/A N/A 8.5% non-cumulative 10.0% non-cumulative N/A 3,960 2,091 27,977 2,800 7,981 $ 46,283 4,148 2,010 32,928 2,808 7,996 $ 51,851 * Percent owned was 40.0% through March 31, 2007. On April 1, 2007 our percent owned increased to 48.0%. On February 1, 2007 we acquired a 50.0% interest in Metro 29th Street Associates, LLC (“Metro 29th”), the lessee of the 228 room Holiday Inn Express-Manhattan, New York, NY, for approximately $6,817. Metro 29th holds a twenty five year lease with certain renewal options at the end of the lease term. We also acquired an option to acquire a 50% interest in the entity that owns the Holiday Inn Express-Manhattan. The option is exercisable after February 1, 2012 or upon termination of Metro 29th Street’s lease of the hotel and expires at the end of the lease term. The fair value of the option was $933 at the time of acquisition and is recorded in other assets on our consolidated balance sheet. We issued 694,766 OP Units valued at $7,747 for our interest in Metro 29th and the option. Metro 29th Street entered into an agreement with Metro 29th Sublessee, LLC, a joint venture owned by 44 New England and our joint venture partner, to sublease the hotel property. The hotel is managed by HHMLP. On April 1, 2007, we increased our investment in PRA Glastonbury, LLC, the owner of the Hilton Garden Inn, Glastonbury, CT, and PRA Suites at Glastonbury, LLC, the owner of the Homewood Suites, Glastonbury, CT by acquiring an additional 8% preferred interest from our partner in each venture. The purchase prices for our additional equity interests were $780 and $716 for PRA Glastonbury, LLC and PRA Suites at Glastonbury, LLC, respectively. During the year ended December 31, 2008, we determined that our investment in the Hartford Hilton, part of the Mystic Partners joint venture portfolio, was impaired. As a result, the Company recorded an impairment charge of $1,890 which is included as impairment of investment in unconsolidated joint venture on the Company’s consolidated statements of operations. This charge reduced our investment in the Hartford Hilton to $0. 34 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 35 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 3 — INVESTMENT IN UNCONSOLIDATED JOINT VENTURES (continued) Income from our unconsolidated joint ventures is allocated to us and our joint venture partners consistent with the allocation of cash distributions in accordance with the joint venture agreements. Any difference between the carrying amount of these investments and the underlying equity in net assets is amortized over the expected useful lives of the properties and other intangible assets. Income (loss) recognized during the years ended December 31, 2008, 2007, and 2006 for our Investments in Unconsolidated Joint Ventures is as follows: PRA Glastonbury, LLC Inn American Hospitality at Ewing, LLC Hiren Boston, LLC SB Partners, LLC Mystic Partners, LLC PRA Suites at Glastonbury, LLC Metro 29th Street Associates, LLC HT/CNL Metro Hotels, LP Income from Unconsolidated Joint Venture Investments Less: Impairment of Investment in Unconsolidated Joint Venture Twelve Months Ended 12/31/2008 $ 94 20 (189) 80 (345) (8) 1,721 - 1,373 (1,890) 12/31/2007 $ 47 73 304 191 1,612 (7) 1,256 - 3,476 - 12/31/2006 $ (257) 160 (167) (24) 1,691 (2) - 398 1,799 - Net (Loss) Income from Unconsolidated Joint Venture Investments $ (517) $ 3,476 $ 1,799 The SB Partners and Hiren Boston joint venture agreements provided for a 10% preferred return during the first two years of the ventures based on our equity interest in the ventures. The preferred return period expired on July 1, 2007 for Hiren and October 1, 2007 for SB Partners. Subsequent to this initial two year period, cash distributions are made 50% to us and 50% to our joint venture partners in the ventures. The Mystic Partners joint venture agreement provides for an 8.5% non-cumulative preferred return based on our contributed equity interest in the venture. Cash distributions will be made from cash available for distribution, first, to us to provide an 8.5% annual non-compounded return on our unreturned capital contributions and then to our joint venture partner to provide an 8.5% annual non-compounded return of their unreturned contributions. Any remaining cash available for distribution will be distributed to us 10.5% with respect to the net cash flow from the Hartford Marriott, 7.0% with respect to the Hartford Hilton and 56.7%, with respect to the remaining seven properties. Mystic Partners allocates income to us and our joint venture partner consistent with the allocation of cash distributions in accordance with the joint venture agreements. Each of the Mystic Partners hotel properties, except the Hartford Hilton, is under an Asset Management Agreement with 44 New England to provide asset management services. Fees for these services are paid monthly to 44 New England and recognized as income in the amount of 1% of operating revenues, except for the Hartford Marriott which is 0.25% of operating revenues. The Company and our joint venture partner in Mystic Partners jointly and severally guarantee the performance of the terms of a loan to Adriaen’s Landing Hotel, LLC, owner of the Hartford Marriott, in the amount of $50,000, and 315 Trumbull Street Associates, LLC, owner of the Hartford Hilton, in the amount of $27,000, if at any time during the term of the note and during such time as the net worth of Mystic Partners falls below the amount of the guarantee. We have determined that the probability of incurring loss under this guarantee is remote and the value attributed to the guarantee is de minimis. 35 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 36 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 3 — INVESTMENT IN UNCONSOLIDATED JOINT VENTURES (continued) The following tables set forth the total assets, liabilities, equity and components of net income, including the Company’s share, related to the unconsolidated joint ventures discussed above as of December 31, 2008 and December 31, 2007 and for the years ended December 31, 2008, 2007, and 2006. Balance Sheets Investment in hotel properties, net Other Assets Total Assets Liabilities and Equity Mortgages and notes payable Other liabilities Equity: Hersha Hospitality Trust Joint Venture Partner(s) Total Equity December 31, 2008 $ 209,468 25,334 234,802 $ December 31, 2007 $ $ 229,829 30,000 259,829 $ 219,889 11,636 $ 221,398 12,305 44,938 (41,661) 3,277 47,311 (21,185) 26,126 Total Liabilities and Equity $ 234,802 $ 259,829 The following table is a reconciliation of the Company’s share in the unconsolidated joint ventures to the Company’s investment in the unconsolidated joint ventures as presented on the Company’s balance sheets as of December 31, 2008 and 2007. Company's Share Excess Investment (1) Investment in Joint Venture December 31, 2008 $ 44,938 1,345 46,283 December 31, 2007 $ 47,311 4,540 51,851 $ $ (1) Excess investment represents the unamortized difference between the Company's investment and the Company's share of the equity in the underlying net investment in the partnerships. The excess investment is amortized over the life of the properties, and the amortization is included in Net (Loss) Income from Unconsolidated Joint Venture Investments. Statements of Operations Room Revenue Other Revenue Operating Expenses Interest Expense Debt Extinguishment Loss on Impairment of Building and Equipment Lease Expense Property Taxes and Insurance Federal and State Income Taxes General and Administrative Depreciation and Amortization Twelve Months Ended 12/31/2008 12/31/2007 12/31/2006 $ 99,530 28,344 (82,327) (13,442) - (9,171) (5,538) (6,459) 121 (7,835) (16,171) $ 98,581 31,586 (81,873) (15,421) (2,858) - (5,332) (6,159) (141) (7,446) (16,680) $ 81,285 30,016 (74,370) (15,687) (517) - (393) (5,537) (224) (7,264) (16,993) Net loss $ (12,948) $ (5,743) $ (9,684) 36 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 37 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 4 - DEVELOPMENT LOANS RECEIVABLE AND LAND LEASES We have approved first mortgage and mezzanine lending to hotel developers, including entities in which our executive officers and affiliated trustees own an interest, to enable such entities to construct hotels and conduct related improvements on specific hotel projects at interest rates ranging from 10% to 20%. As of December 31, 2008 and December 31, 2007, we had Development Loans Receivable of $81,500 and $58,183, respectively. Interest income from development loans was $7,890, $6,046, and $2,487 for the years ended December 31, 2008, 2007, and 2006, respectively. Accrued interest on our development loans receivable was $2,785 as of December 31, 2008 and $1,591 as of December 31, 2007. As of December 31, 2008 and 2007, our development loans receivable consisted of the following: Hotel Property Sheraton - JFK Airport, NY Hampton Inn & Suites - West Haven, CT Hilton Garden Inn - New York, NY Hampton Inn - Smithfield, RI Homewood Suites - Newtown, PA Union Square Hotel - Union Square, NY Hyatt Place - Manhattan, NY Lexington Avenue Hotel - Manhattan, NY Renaissance by Marriott - Woodbridge, NJ 32 Pearl - Manhattan, NY Greenwich Street Courtyard - Manhattan, NY Independent Hotel - New York, NY Hilton Garden Inn - Dover, DE Hilton Garden Inn/Homewood Suites - Brooklyn, NY Borrower Risingsam Hospitality, LLC 44 West Haven Hospitality, LLC York Street LLC 44 Hersha Smithfield, LLC Reese Hotels, LLC Risingsam Union Square, LLC Brisam East 52, LLC 44 Lexington Holding, LLC Hersha Woodbridge Associates, LLC SC Waterview, LLC Brisam Greenwich, LLC Maiden Hotel, LLC 44 Aasha Hospitality Associates, LLC 167 Johnson Street, LLC Tranche 1 Tranche 2 Discount Total Hilton Garden Inn/Homewood Suites - Brooklyn, NY Principal Outstanding 12/31/2008 - $ 2,000 15,000 - 500 10,000 10,000 10,000 5,000 8,000 10,000 10,000 1,000 - - - - Principal Outstanding 12/31/2007 Interest Rate $ 10% 10% 11% 10% 11% 10% 10% 11% 11% 10% 10% 20% 10% 11% 13.5% 10,016 2,000 15,000 2,000 700 10,000 - - - - - - - 11,000 9,000 (1,533) 18,467 Maturity Date ** October 9, 2008 October 9, 2009 * May 31, 2009 October 9, 2008 * November 14, 2009 May 31, 2009 January 16, 2010 May 30, 2009 * April 1, 2009 * July 4, 2009 September 12, 2009 March 8, 2009 November 1, 2009 * Total Development Loans Receivable $ 81,500 $ 58,183 * Indicates borrower is a related party ** Represents current maturity date in effect. Agreements for our development loans receivable typically allow for two one-year extensions which can be exercised by the borrower if the loan is not in default. We monitor our portfolio of development loans on an on-going basis to determine collectability of the loan principal and accrued interest. As part of our review we determined that the developer of the Hilton Garden Inn/Homewood Suites – Brooklyn, NY has failed to make payments to the senior lender on the property’s first mortgage. After discussions with the developer and the senior lender, we have determined that the fair value of the loan receivable and discount is $0 as of December 31, 2008. As a result, we incurred an impairment charge for the remaining principal of $18,748, which is net of unamortized discount in the amount of $1,252. A receivable for uncollected interest income of $569, which is net of unrecognized deferred loan fees of $143, was also recorded as an impairment charge. Advances and repayments on our development loans receivable consisted of the following for the years ended December 31, 2008, 2007, and 2006: 2008 2007 2006 Balance at January 1, New Advances Repayments Discount recorded Amortization of discount Impairment of Development Loan Receivable, net of discount Balance at December 31, $ $ $ 58,183 64,200 (22,416) - 281 (18,748) 81,500 47,016 65,700 (53,000) (1,687) 154 - 58,183 32,450 51,616 (37,050) - - - 47,016 $ $ $ 37 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 38 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 4 - DEVELOPMENT LOANS RECEIVABLE AND LAND LEASES (continued) We acquire land and improvements and lease them to entities, including entities in which our executive officers and affiliated trustees own an interest, to enable such entities to construct hotels and related improvements on the leased land. The land is leased under fixed lease agreements which earn rents at a minimum rental rate of 10% of our net investment in the leased property. Additional rents are paid by the lessee for the interest on the mortgage, real estate taxes and insurance. Revenues from our land leases are recorded in land lease revenue on our consolidated statement of operations. All expenses related to the land leases are recorded in operating expenses as land lease expense. Leased land and improvements are included in investment in hotel properties on our consolidated balance sheet. As of December 31, 2008 and 2007 our investment in leased land and improvements consists of the following: Location Land Improvements Other Total Investment Debt Net Investment Acquisition/ Lease Date Lessee Investment In Leased Properties 440 West 41st Street, New York, NY 39th Street and 8th Avenue, New York, NY Nevins Street, Brooklyn, NY $ 10,735 $ 11,051 $ 196 $ 21,982 $ 12,100 $ 9,882 7/28/2006 21,774 - 541 22,315 13,250 9,065 10,650 - 269 10,919 6,500 4,419 6/28/2006 6/11/2007 & 7/11/2007 Metro Forty First Street, LLC Metro 39th Street Associates, LLC H Nevins Street Associates, LLC * Total $ 43,159 $ 11,051 $ 1,006 $ 55,216 $ 31,850 $ 23,366 * Indicates lessee is a related party 38 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 39 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 5 — OTHER ASSETS Other Assets consisted of the following at December 31, 2008 and 2007: 2008 2007 Transaction Costs Investment in Statutory Trusts Notes Receivable Due from Lessees Prepaid Expenses Interest due on Development Loans to Non-Related Parties Deposits on Property Improvement Plans Hotel Purchase Option Other $ $ 237 1,548 1,267 1,907 3,182 2,024 149 933 2,270 13,517 209 1,548 2,581 1,986 3,402 1,456 640 2,620 1,591 16,033 $ $ Transaction Costs - Transaction costs include legal fees and other third party transaction costs incurred relative to entering into debt facilities, issuances of equity securities or acquiring interests in hotel properties are recorded in other assets prior to the closing of the respective transactions. Investment in Statutory Trusts - We have an investment in the common stock of Hersha Statutory Trust I and Hersha Statutory Trust II. Our investment is accounted for under the equity method. Notes Receivable – Notes receivable as of December 31, 2007 includes a loan made to one of our unconsolidated joint venture partners in the amount of $1,120 bearing interest at 13.5% with a maturity date of December 27, 2008. Notes receivable as of December 31, 2007 also included $1,350 extended in November and December 2006 to the purchaser of the Holiday Inn Express, Duluth, GA; Comfort Suites, Duluth, GA; Hampton Inn, Newnan, GA; and the Hampton Inn Peachtree City, GA (collectively the “Atlanta Portfolio”). The Atlanta Portfolio notes receivables were repaid in September 2008. Notes receivable as of December 31, 2008 includes a loan made to one of our unconsolidated joint venture partners in the amount of $1,267 bearing interest at 11% with a maturity date of December 31, 2009. Due from Lessees - Due from lessees represent rents due under our land lease and hotel lease agreements. Prepaid Expense - Prepaid expenses include amounts paid for property tax, insurance and other expenditures that will be expensed in the next twelve months. Interest due on Development Loans – Interest due on development loans represents interest income due from loans extended to non-related parties that are used to enable such entities to construct hotels and conduct related improvements on specific hotel projects. This excludes interest due on development loans from loans extended to related parties in the amounts of $761 and $135, as of December 31, 2008 and 2007, respectively, which is included in the Due from Related Parties caption on the face of the consolidated balance sheets. Deposits on Property Improvement Plans – Deposits on property improvement plans consists of amounts advanced to HHMLP that is to be used to fund capital expenditures as part of our property improvement programs at certain properties. Hotel Purchase Option – We have options to acquire interests in two hotel properties at fixed purchase prices. An option valued at $1,687 is for the development property related to the impaired development loan receivable noted in Footnote 4. We determined that the fair value of this option as of December 31, 2008 is $0. Therefore, we recorded an impairment charge for the option value of $1,687, which is included in Impairment of Development Loan Receivable and Other Asset on the Company’s consolidated statements of operations. 39 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 40 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 6 - DEBT Mortgages and Notes Payable The total mortgages payable balance at December 31, 2008, and December 31, 2007, was $603,538 and $567,507, respectively, and consisted of mortgages with fixed and variable interest rates ranging from 4.0% to 8.94%. The maturities for the outstanding mortgages ranged from July 2009 to January 2032. Aggregate interest expense incurred under the mortgages payable totaled $34,855, $33,767 and $20,579 during 2008, 2007 and 2006, respectively. The mortgages are secured by first deeds of trust on various hotel properties with a combined net book value of $919,815 and $829,008 as of December 31, 2008, and 2007, respectively. Our indebtedness contains various financial and non-financial event of default covenants customarily found in financing arrangements. Our mortgages payable typically require that specified debt service coverage ratios be maintained with respect to the financed properties before we can exercise certain rights under the loan agreements relating to such properties. If the specified criteria are not satisfied, the lender may be able to escrow cash flow. As of December 31, 2008 we were in compliance with all event of default covenants under the applicable loan agreement. We have two junior subordinated notes payable in the aggregate amount of $51,548 to the Hersha Statutory Trusts pursuant to indenture agreements. The $25,774 note issued to Hersha Statutory Trust I will mature on June 30, 2035, but may be redeemed at our option, in whole or in part, beginning on June 30, 2010 in accordance with the provisions of the indenture agreement. The $25,774 note issued to Hersha Statutory Trust II will mature on July 30, 2035, but may be redeemed at our option, in whole or in part, beginning on July 30, 2010 in accordance with the provisions of the indenture agreement. The note issued to Hersha Statutory Trust I bears interest at a fixed rate of 7.34% per annum through June 30, 2010, and the note issued to Hersha Statutory Trust II bears interest at a fixed rate of 7.173% per annum through July 30, 2010. Subsequent to June 30, 2010 for notes issued to Hersha Statutory Trust I and July 30, 2010 for notes issued to Hersha Statutory Trust II, the notes bear interest at a variable rate of LIBOR plus 3.0% per annum. Interest expense in amount of $3,729, $3,793, and $3,766 was recorded during the years ended December 31, 2008, 2007, and 2006, respectively. As part of the acquisition of the Hyatt Summerfield Suites Portfolio, HHLP entered into a management agreement with Lodgeworks, L.P. (“Lodgeworks”). Lodgeworks extended an interest-free loan to HHLP for working capital contributions that are due at either the termination or expiration of the management agreement. Because the interest rate on the note payable is below the market rate of interest at the date of the acquisition, a discount was recorded on the note payable. The discount reduced the principal balances recorded in the mortgages and notes payable and is being amortized over the remaining life of the loan and is recorded as interest expense. The balance of the note payable, net of unamortized discount, was $274 as of December 31, 2008 and $253 as of December 31, 2007. Aggregate annual principal payments for the Company’s mortgages and notes payable for the five years following December 31, 2008 and thereafter are as follows: Year Ending December 31, Amount 2009 2010 2011 2012 2013 Thereafter Unamortized Discount 72,196 21,833 41,587 11,938 25,265 482,602 (61) 655,360 $ The loan agreements for two debt obligations totaling $34,100, which mature during the next twelve months, contain extension options that can be exercised at our discretion, effectively extending the maturity of $12,100 to 2011 and extending the maturity of $22,000 to 2012. As of December 31, 2008, mortgages and notes payable and borrowings under our line of credit had a carrying value of $743,842, which exceeded the fair value by approximately $48,511 due to an increase in market borrowing rates. 40 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 41 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 6 – DEBT (continued) Revolving Line of Credit On October 14, 2008, we entered into a Revolving Credit Loan and Security Agreement with T.D. Bank, NA and various other lenders. The credit agreement provides for a revolving line of credit in the principal amount of up to $175,000, including a sub- limit of $25,000 for irrevocable stand-by letters of credit. The existing bank group has committed $135,000, and the credit agreement is structured to allow for an increase of an additional $40,000 under the line of credit, provided that additional collateral is supplied. On October 14, 2008, our previous line of credit was terminated and replaced by the new line of credit and as a result all amounts outstanding under our previous credit facility were repaid with borrowings from our new credit facility. Additional borrowings under the line of credit provided by T.D. Bank, NA may be used for working capital and general corporate purposes, including payment of distributions or dividends and for the future purchase of additional hotels. The line of credit expires on December 31, 2011, and, provided no event of default has occurred and remains uncured, we may request that T.D. Bank, NA and the other lenders renew the line of credit for an additional one-year period. At HHLP’s option, the interest rate on the line of credit is either (i) the Wall Street Journal variable prime rate per annum or (ii) LIBOR available for the periods of 1, 2, 3, or 6 months plus two and one half percent (2.5%) per annum. Our interest rate swap agreement entered into on February 1, 2008 which fixed the interest rate on a $40,000 portion of our existing line of credit remains in place. See Note 8 for more information on this interest rate swap. The line of credit is collateralized by a first lien-security interest in all existing and future assets of HHLP, a collateral assignment of all hotel management contracts of the management companies in the event of default, and title-insured, first-lien mortgages on the following properties: - Fairfield Inn, Laurel, MD - Hampton Inn, Danville, PA - Hampton Inn, Philadelphia, PA - Holiday Inn, Norwich, CT - Holiday Inn Express, Camp Springs, MD - Holiday Inn Express and Suites, Harrisburg, PA - Holiday Inn Express, Hershey, PA - Holiday Inn Express, New Columbia, PA - Mainstay Suites and Sleep Inn, King of Prussia, PA - Residence Inn, Langhorne, PA - Residence Inn, Norwood, MA - Sheraton Hotel, JFK Airport, New York, NY The credit agreement providing for the line of credit includes certain financial covenants and requires that we maintain (1) a minimum tangible net worth of $300,000; (2) a maximum accounts and other receivables from affiliates of $125,000; (3) annual distributions not to exceed 95% of adjusted funds from operations; (4) maximum variable rate indebtedness to total debt of 30%; and (5) certain financial ratios, including the following: · · · a debt service coverage ratio of not less than 1.35 to 1.00; a total funded liabilities to gross asset value ratio of not more than 0.67 to 1.00; and a EBITDA to debt service ratio of not less than 1.40 to 1.00; The Company maintained a line of credit balance of $88,421 at December 31, 2008 and $43,700 at December 31, 2007. The Company recorded interest expense of $3,094, $4,239 and $2,134 related to the line of credit borrowings, for the years ended December 31, 2008, 2007, and 2006, respectively. The weighted average interest rate on our Line of Credit during the years ended December 31, 2008, 2007, and 2006 was 5.07%, 7.30%, and 7.33%, respectively. As of December 31, 2008 our remaining borrowing capacity under the Line of Credit was $42,143. Capitalized Interest We utilize mortgage debt and our revolving line of credit to finance on-going capital improvement projects at our properties. Interest incurred on mortgages and the revolving line of credit that relates to our capital improvement projects is capitalized through the date when the assets are placed in service. For the years ended December 31, 2008 and 2007, we capitalized $544 and $389, respectively, of interest expense related to these projects. 41 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 42 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 6 – DEBT (continued) Deferred Costs Costs associated with entering into mortgages and notes payable and our revolving line of credit are deferred and amortized over the life of the debt instruments. Amortization of deferred costs is recorded in interest expense. As of December 31, 2008, deferred costs were $9,157, net of accumulated amortization of $3,606. Deferred costs were $8,048, net of accumulated amortization of $3,252, as of December 31, 2007. Amortization of deferred costs for the years ended December 31, 2008, 2007, and 2006 was $2,030, $1,724 and $944, respectively. Debt Extinguishment On July 1, 2008, we settled on the defeasance of loans associated with four of our properties. These mortgage loans had an aggregate outstanding principal balance of approximately $11,028 as of June 30, 2008. As a result of this extinguishment, we expensed $1,399 in unamortized deferred costs and defeasance premiums for three of the four properties, which are included in the Debt Extinguishment caption on the consolidated statements of operations for the year ended December 31, 2008 and now serve as collateral for our revolving credit facility entered into on October 14, 2008. The fourth property, the Holiday Inn Conference Center, New Cumberland, PA was sold on October 30, 2008 and $19 in unamortized deferred costs expensed as a result of the debt extinguishment is included in the Income (Loss) from Discontinued Operations caption on the consolidated statements of operations for the year ended December 31, 2008. On September 30, 2008, we repaid $8,188 on our mortgage with M&T Bank for the Holiday Inn Express, Cambridge property as a result of debt refinancing. The new debt of $11,000 has a fixed interest rate of 6.625% and a maturity date of September 30, 2023. As a result of this extinguishment, we expensed $17 in unamortized deferred costs, which are included in the Loss on Debt Extinguishment caption on the consolidated statements of operations for the year ended December 31, 2008. On October 14, 2008, we replaced our previous line of credit with Commerce Bank and various other lenders with a new credit facility with T.D. Bank, NA and various other lenders. As a result of the termination of the existing line of credit, we expensed $152 in unamortized deferred costs related to the origination of the original Commerce Bank Line of Credit, which are included in the Loss on Debt Extinguishment caption on the consolidated statements of operations for the year ended December 31, 2008. In January 2006, we replaced our line of credit with Sovereign Bank and various other lenders with a line of credit with Commerce Bank and various other lenders. As a result of this termination, we expensed $255 in unamortized deferred costs related to the origination of the Sovereign Bank line of credit, which are included in the Loss on Debt Extinguishment caption on the consolidated statements of operations for the year ended December 31, 2006. On April 7, 2006, we repaid $21,900 on our mortgage with Merrill Lynch for the Hampton Inn Herald Square property as a result of a debt refinancing. The new debt of $26,500 has a fixed interest rate of 6.085% and a maturity date of May 1, 2016. As a result of this extinguishment, we expensed $534 in unamortized deferred costs and prepayment penalties, which are included in the Loss on Debt Extinguishment caption on the consolidated statements of operations for the year ended December 31, 2006. On June 9, 2006, we repaid $34,200 on our mortgage with UBS for the McIntosh Portfolio, as a result of a debt refinancing. The new debt of $36,300 has a fixed interest rate of 6.33% and maturity date of June 11, 2016 for each of the loans associated with the McIntosh Portfolio. As a result of this extinguishment, we expensed $374 in unamortized deferred costs, which are included in the Loss on Debt Extinguishment caption on the consolidated statements of operations for the year ended December 31, 2006. On September 9, 2006, we repaid $8,287 on our mortgage with South New Hampshire Bank for the Residence Inn, Norwood, using proceeds from a draw on our line of credit with Commerce Bank. In connection with the mortgage assumption, the seller agreed to reimburse all pre-payment related fees associated with this payoff. On December 27, 2006, we repaid $12,907 on our mortgage with GE Capital for the Hilton Garden Inn, JFK, NY property as a result of a debt payoff. The new debt of $21,000 was acquired on March 7, 2007 and has a fixed interest rate of 5.82% and a maturity date of March 1, 2017. As a result of this extinguishment, we expensed $322 in prepayment penalties, which are included in the Loss on Debt Extinguishment caption on the consolidated statements of operations for the year ended December 31, 2006. 42 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 43 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 7 - COMMITMENTS AND CONTINGENCIES AND RELATED PARTY TRANSACTIONS We are the sole general partner in our operating partnership subsidiary, HHLP, which is indirectly the sole general partner of the subsidiary partnerships. At December 31, 2008, there were 8,746,300 non-controlling OP Units outstanding with a fair market value of $26,239, based on the price per share of our common shares on the New York Stock Exchange on such date. These units are redeemable by the unitholders for cash or, at our option, common shares on a one-for-one basis. Management Agreements Our wholly owned TRS, 44 New England, engages eligible independent contractors pursuant to REIT qualifications, including HHMLP, as the property managers for hotels it leases from us pursuant to management agreements. Our management agreements with HHMLP provide for five-year terms and are subject to early termination upon the occurrence of defaults and certain other events described therein. As required under the REIT qualification rules, HHMLP must qualify as an “eligible independent contractor” during the term of the management agreements. Under the management agreements, HHMLP generally pays the operating expenses of our hotels. All operating expenses or other expenses incurred by HHMLP in performing its authorized duties are reimbursed or borne by our TRS to the extent the operating expenses or other expenses are incurred within the limits of the applicable approved hotel operating budget. HHMLP is not obligated to advance any of its own funds for operating expenses of a hotel or to incur any liability in connection with operating a hotel. Management agreements with other unaffiliated hotel management companies have similar terms. For its services, HHMLP receives a base management fee, and if a hotel exceeds certain thresholds, an incentive management fee. The base management fee for a hotel is due monthly and is equal to 3% of gross revenues associated with each hotel managed for the related month. The incentive management fee, if any, for a hotel is due annually in arrears on the ninetieth day following the end of each fiscal year and is based upon the financial performance of the hotels. For the years ended December 31, 2008, 2007 and 2006, base management fees incurred totaled $6,136, $5,571 and $4,361, respectively and are recorded as Hotel Operating Expenses. For the years ended December 31, 2008, 2007 and 2006, incentive management fees of $363, $0, and $0, respectively were recorded as Hotel Operating Expenses. Franchise Agreements Our branded hotel properties are operated under franchise agreements assumed by the hotel property lessee. The franchise agreements have 10 to 20 year terms but may be terminated by either the franchisee or franchisor on certain anniversary dates specified in the agreements. The franchise agreements require annual payments for franchise royalties, reservation, and advertising services, and such payments are based upon percentages of gross room revenue. These payments are paid by the hotels and charged to expense as incurred. Franchise fee expense for the years ended December 31, 2008, 2007, and 2006 was $17,041, $16,333 and $9,773 respectively. The initial fees incurred to enter into the franchise agreements are amortized over the life of the franchise agreements. Administrative Services Agreement Each of the wholly owned hotels and consolidated joint venture hotel properties managed by HHMLP incurs a monthly accounting and information technology fee. Monthly fees for accounting services are $2 per property and monthly information technology fees are $0.5 per property. In addition, each of the wholly owned hotels not managed by HHMLP, but for which the accounting is provided by HHMLP incurs a monthly accounting fee of $3. For the years ended December 31, 2008, 2007 and 2006, the Company incurred accounting fees of $1,426, $1,408 and $1,053, respectively. For the years ended December 31, 2008, 2007 and 2006, the Company incurred information technology fees of $316, $276 and $251, respectively. Administrative services fees, accounting fees, and information technology fees are included in General and Administrative expenses. Capital Expenditure Fees Beginning April 1, 2006, HHMLP began to charge a 5% fee on all capital expenditures and pending renovation projects at the properties as compensation for procurement services related to capital expenditures and for project management of renovation projects. For the years ended December 31, 2008, 2007 and 2006, we incurred fees of $271, $292, and $155, respectively, which were capitalized in with the cost of fixed asset additions. 43 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 44 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 7 - COMMITMENTS AND CONTINGENCIES AND RELATED PARTY TRANSACTIONS (continued) Acquisitions from Affiliates We have entered into an option agreement with each of our officers and affiliated trustees such that we obtain a right of first refusal to purchase any hotel owned or developed in the future by these individuals or entities controlled by them at fair market value. This right of first refusal would apply to each party until one year after such party ceases to be an officer or trustee of our Company. Our Acquisition Committee of the Board of Trustees is comprised solely of independent trustees, and the purchase prices and all material terms of the purchase of hotels from related parties are approved by the Acquisition Committee. Hotel Supplies For the years ended December 31, 2008, 2007 and 2006, we incurred expenses of $1,588, $2,113 and $1,686, respectively, for hotel supplies from Hersha Hotel Supply, an unconsolidated related party, which are expenses included in Hotel Operating Expenses. Approximately $39 and $149 is included in accounts payable at December 31, 2008 and 2007. Due From Related Parties The Due from Related Party balance as of December 31, 2008 and December 31, 2007 was approximately $4,645 and $1,256, respectively. The balances primarily consisted of accrued interest due on our development loans, and the remaining due from related party balance are receivables owed from our unconsolidated joint ventures. Due to Related Parties The Due to Related Parties balance as of December 31, 2008 and December 31, 2007 was approximately $1,352 and $2,025, respectively. The balances consisted of amounts payable to HHMLP for administrative, management, and benefit related fees. Hotel Ground Rent During 2003, in conjunction with the acquisition of the Hilton Garden Inn, Edison, NJ, we assumed a land lease from a third party with an original term of 75 years. Monthly payments as determined by the lease agreement are due through the expiration in August 2074. On February 16, 2006, in conjunction with the acquisition of the Hilton Garden Inn, JFK Airport, we assumed a land lease with an original term of 99 years. Monthly payments are determined by the lease agreement and are due through the expiration in July 2100. On June 13, 2008, in conjunction with the acquisition of the Sheraton Hotel, JFK Airport, we assumed a land lease with an original term of 99 years. Monthly payments are determined by the lease agreement and are due through the expiration in November 2103. Each land leases provide rent increases at scheduled intervals. We record rent expense on a straight-line basis over the life of the lease from the beginning of the lease term. For the years ended December 31, 2008, 2007 and 2006, we incurred $1,040, $856, and $804 respectively, in hotel ground rent from continuing operations under the agreements. Future minimum lease payments (without reflecting future applicable Consumer Price Index increases) under these agreements are as follows: Year Ending December 31, Amount Litigation $ 2009 2010 2011 2012 2013 Thereafter $ 891 905 935 975 981 93,160 97,847 We are not presently subject to any material litigation nor, to our knowledge, is any other litigation threatened against us, other than routine actions for negligence or other claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on our liquidity, results of operations or business or financial condition. 44 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 45 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 8 — FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS Fair Value Measurements On January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements,” (“SFAS No. 157”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; the standard does not require any new fair value measurements of reported balances. SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, SFAS No. 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. As of December 31, 2008, the Company’s derivative instruments represented the only financial instruments measured at fair value. Currently, the Company uses derivative instruments, such as interest rate swaps and caps, to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs. To comply with the provisions of SFAS No. 157, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2008, the Company has assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. Derivative Instruments On January 15, 2008, we entered into an interest rate swap agreement that fixes the interest rate on the variable rate mortgage, bearing interest at one month U.S. dollar LIBOR plus 2.0%, originated to finance the acquisition of the nu Hotel, Brooklyn, NY. Under the terms of this interest rate swap, we pay fixed rate interest of 3.245% on the $13,240 notional amount and we receive floating rate interest equal to the one month U.S. dollar LIBOR, effectively fixing our interest at a rate of 5.245%. On January 12, 2009, we entered into a new interest rate swap agreement for this variable rate mortgage, bearing interest at one month U.S. LIBOR plus 2.0%. 45 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 46 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 8 — FAIR VALUE MEASUREMENTS AND DERIVATIVE INSTRUMENTS (continued) Under the terms of this interest rate swap, we pay fixed rate interest of 1.1925% up to a $18,000 notional amount and we receive floating rate interest equal to the one month U.S. LIBOR, effectively fixing our interest at a rate of 3.1925%. This interest rate swap matures on January 10, 2011. On February 1, 2008, we entered into an interest rate swap agreement that fixes the interest rate on a $40,000 portion of our floating revolving credit facility with Commerce Bank, which bears interest at one month U.S. dollar LIBOR plus 2.0%. Under the terms of this interest rate swap, we pay fixed rate interest of 2.6275% on the $40,000 notional amount and we receive floating rate interest equal to the one month U.S. dollar LIBOR, effectively fixing our interest on this portion of the line of credit at a rate of 4.6275%. This interest rate swap agreement matured on February 1, 2009, and we did not replace it with another agreement. On December 31, 2008, we entered into an interest rate swap agreement that fixes the interest rate on a variable rate mortgage, bearing interest at one month U.S. dollar LIBOR plus 3.0%, originated upon the refinance of the debt associated with the Hilton Garden Inn, Edison, NJ. Under the terms of this interest rate swap, we pay fixed rate interest of 1.37% and we receive floating rate interest equal to the one month U.S. dollar LIBOR, effectively fixing our interest at a rate of 4.37%. The notional amount amortizes in tandem with the amortization of the underlying hedged debt and is $7,300 as of December 31, 2008. We maintain an interest rate cap that effectively fixes interest payments when LIBOR exceeds 5.75% on our debt financing Hotel 373, New York, NY. The notional amount of the interest rate cap is $22,000 and equals the principal of the variable interest rate debt being hedged. We maintain an interest rate swap that fixes our interest rate on a variable rate mortgage on the Sheraton Four Points, Revere, MA. Under the terms of this interest rate swap, we pay fixed rate interest of 4.73% of the notional amount and we receive floating rate interest equal to the one month U.S. dollar LIBOR. The notional amount amortizes in tandem with the amortization of the underlying hedged debt and is $7,619 as of December 31, 2008. We entered into this interest rate swap in July of 2004 and designated it as a cash flow hedge in November of 2004 when the fair value of the swap was a liability of $342, causing ineffectiveness in the hedge relationship. Prior to January 1, 2008, the hedge relationship was deemed to be effective and the change in fair value related to the effective portion of the interest rate swap was recorded in Accumulated Other Comprehensive Income on the Balance Sheet. Subsequent to January 1, 2008, the hedge relationship was no longer deemed to be effective. The change in fair value of this interest rate swap for the year ended December 31, 2008 was a loss of $52 and was recorded in Interest Expense on the Statement of Operations. At December 31, 2008 and December 31, 2007, the fair value of the interest rate swaps and cap were: Date of Transaction Hedged Debt July 2, 2004 July 1, 2007 January 15, 2008 February 1, 2008 December 31, 2008 Variable Rate Mortgage - Sheraton Four Points, Revere, MA Variable Rate Mortgage - Hotel 373, New York, NY Variable Rate Mortgage - Nu Hotel, Brooklyn, NY Revolving Variable Rate Credit Facility Variable Rate Mortgage - Hilton Garden Inn, Edison, NJ Type Swap Cap Swap Swap Swap Maturity Date July 23, 2009 April 9, 2009 January 12, 2009 February 1, 2009 January 1, 2011 December 31, 2008 December 31, 2007 Value $ (172) - $ (6) (74) (25) (277) $ $ (119) (120) 1 - - The fair value of the derivative instrument is included in Accounts Payable, Accrued Expenses and Other Liabilities at December 31, 2008 and December 31, 2007. The change in fair value of derivative instruments designated as cash flow hedges was a loss of $86, $256, and $94 for the years ended December 31, 2008, 2007, and 2006, respectively. These unrealized losses were reflected on our Balance Sheet in Accumulated Other Comprehensive Income. Hedge ineffectiveness of $1, $15, and $14 on cash flow hedges was recognized in interest expense for the years ended December 31, 2008, 2007, and 2006, respectively. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The change in net unrealized gains/losses on cash flow hedges reflects a reclassification of $13 of net unrealized gains/losses from accumulated other comprehensive income as a reduction to interest expense during 2008. During 2009, the Company estimates that an additional $37 will be reclassified as a reduction to interest expense. 46 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 47 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 9 - SHARE-BASED PAYMENTS In May 2008, the Company established the Hersha Hospitality Trust 2008 Equity Incentive Plan (the “2008 Plan”) for the purpose of attracting and retaining executive officers, employees, trustees and other persons and entities that provide services to the Company. Prior to the 2008 Plan, the Company made awards pursuant to the 2004 Equity Incentive Plan (the “2004 Plan”). Upon approval of the 2008 Plan by the Company’s shareholders on May 22, 2008, the Company terminated the 2004 Plan. Termination of the 2004 Plan did not have any effect on equity awards and grants previously made under that plan. Executives Compensation expense related to restricted stock awards issued to executives of the Company of $1,411, $766 and $293 was incurred during the years ended December 31, 2008, 2007 and 2006, respectively, related to the restricted share awards and is recorded in general and administrative expense on the statement of operations. Unearned compensation as of December 31, 2008 and 2007 was $4,118 and $3,008, respectively. The following table is a summary of all of the grants issued to executives under the 2004 and 2008 Plans: Shares Vested December 31, Unearned Compensation December 31, Original Issuance Date June 1, 2005 June 1, 2006 June 1, 2007 June 2, 2008 September 30, 2008 Shares Issued 71,000 89,500 214,582 278,059 3,616 656,757 Share Price on date of grant $ 9.60 $ 9.40 $ 12.32 $ 8.97 $ 7.44 Vesting Period 4 years 4 years 4 years 4 years 1-4 years Vesting Schedule 25%/year 25%/year 25%/year 25%/year 25-100%/year 2008 53,250 44,750 53,645 - - 2007 35,500 22,375 - - - 2008 $ 71 298 1,597 2,130 22 2007 $ 242 508 2,258 - - 151,645 57,875 $ 4,118 $ 3,008 Trustees Compensation expense related to stock awards issued to the Board of Trustees of $91, $86, and $45 was incurred during the years ended December 31, 2008, 2007, and 2006. All shares issued to the Board of Trustees are immediately vested. The following table is a summary of all of the grants issued to trustees under the 2004 and 2008 Plans: Date of Award Issuance March 1, 2005 January 3, 2006 January 2, 2007 July 2, 2007 January 2, 2008 June 2, 2008 January 2, 2009 Shares Issued 2,095 5,000 4,000 4,000 4,000 6,000 12,500 37,595 Share Price on date of grant $ 11.97 9.12 11.44 12.12 9.33 8.97 2.96 47 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 48 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 10 - EARNINGS PER SHARE The following table is a reconciliation of the income (numerator) and weighted average shares (denominator) used in the calculation of basic earnings per common share and diluted earnings per common share in accordance with SFAS No. 128, Earnings Per Share. The computation of basic and diluted earnings per share is presented below. 2008 Year Ended December 31, 2007 2006 Numerator: BASIC (Loss) income from Continuing Operations Dividends paid on unvested restricted shares Distributions to 8.0% Series A Preferred Shareholders (Loss) income from continuing operations applicable to common shareholders Income from Discontinued Operations Net (Loss) income applicable to common shareholders $ (11,240) (329) (4,800) $ 13,737 (197) (4,800) $ 4,119 (95) (4,800) (16,369) 2,432 $ (13,937) 8,740 4,110 $ 12,850 (776) 979 $ 203 DILUTED* (Loss) income from Continuing Operations Dividends paid on unvested restricted shares Distributions to 8.0% Series A Preferred Shareholders (Loss) income from continuing operations applicable to common shareholders Income from Discontinued Operations Net (Loss) income applicable to common shareholders Denominator: Weighted average number of common shares - basic Effect of dilutive securities: Unvested stock awards $ (11,240) (329) (4,800) $ 13,737 (197) (4,800) $ 4,119 (95) (4,800) (16,369) 2,432 $ (13,937) 8,740 4,110 $ 12,850 (776) 979 $ 203 45,184,127 40,718,724 27,118,264 - ** - ** - ** Weighted average number of common shares - diluted* 45,184,127 40,718,724 27,118,264 Earnings Per Share: BASIC (Loss) income from continuing operations applicable to common shareholders Income from Discontinued Operations $ (0.36) $ 0.05 $ 0.22 $ 0.10 $ (0.03) $ 0.04 Net (loss) income applicable to common shareholders $ (0.31) $ 0.32 $ 0.01 DILUTED* (Loss) income from continuing operations applicable to common shareholders Income from Discontinued Operations $ (0.36) $ 0.05 $ 0.22 $ 0.10 $ (0.03) $ 0.04 Net (loss) income applicable to common shareholders $ (0.31) $ 0.32 $ 0.01 * Income allocated to minority interest in the Partnership has been excluded from the numerator and OP Units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would have no impact. Weighted average OP Units outstanding for years ended December 31, 2008, 2007 and 2006 were 8,034,737, 5,464,670 and 3,554,361, respectively. ** Unvested stock awards have been omitted from the denominator for the purpose of computing diluted earnings per share for the years ended December 31, 2008, 2007 and 2006 since the effect of including these awards in the denominator would be anti- dilutive to income from continuing operations applicable to common shareholders. 48 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 49 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 11 - CASH FLOW DISCLOSURES AND NON-CASH INVESTING AND FINANCING ACTIVITIES Interest paid in 2008, 2007 and 2006 totaled $41,797, $40,594, and $25,349, respectively. The following non-cash investing and financing activities occurred during 2008, 2007 and 2006: Common Shares issued as part of the Dividend Reinvestment Plan $ 31 $ 30 $ 29 2008 2007 2006 Issuance of Common Shares to the Board of Trustees Issuance of OP Units for acquisitions of hotel properties Debt assumed in acquisition of hotel properties Issuance of OP Units for acquisition of unconsolidated joint venture Issuance of OP Units for acquisition of option to acquire interest in hotel property Conversion of OP Units to Common Shares Reallocation to minority interest Issuance of notes receivable in disposition of hotel properties held for sale 91 21,624 30,790 - - 1,372 1,966 - 95 25,781 70,564 6,817 933 2,369 12,422 - 46 9,940 101,900 - - 650 3,467 1,350 49 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 50 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 12 - DISCONTINUED OPERATIONS We follow the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which requires, among other things, that the operating results of certain real estate assets which have been sold, or otherwise qualify as held for disposition (as defined by SFAS No. 144), be included in discontinued operations in the statements of operations for all periods presented. In September of 2005, our Board of Trustees authorized management of the Company to sell the Holiday Inn Express, Hartford, CT. The operating results for this hotel were reclassified to discontinued operations in the statements of operations in the statements of operations for the year ended December 31, 2006. The hotel was acquired by the Company in January 2004 and was sold on April 12, 2006. Proceeds from the sale were $3,600, and the gain on the sale was $497, of which $61 was allocated to minority interest in HHLP. During 2004, in conjunction with the acquisition of the Holiday Inn Express, Hartford, CT, we assumed a land lease from a third party with an original term of 99 years. Monthly payments as determined by the lease agreement were due through the expiration in September 2101. Subsequent to the sale of this property in the second quarter of 2006, we did not incur further lease expense. For the year ended December 31, 2006, we incurred $85 in hotel ground rent under this agreement, which have been reclassified to discontinued operations in the statement of operations. The lease was assumed by the purchaser of this property. In March of 2006, our Board of Trustees authorized management of the Company to sell four properties located in metropolitan Atlanta, Georgia. These four properties are the Holiday Inn Express, Duluth, Comfort Suites, Duluth, Hampton Inn, Newnan and the Hampton Inn Peachtree City. The operating results for these hotels were reclassified to discontinued operations in the statements of operations for the year ended December 31, 2006. These hotels were acquired by the Company in April and May 2000 and were sold during November and December 2006. Proceeds from the sales were $18,100, and the gain on the sale was $290, of which $33 was allocated to minority interest in HHLP. Notes receivable in the aggregate amount of $1,350 were received as part of the proceeds of the sale of the Atlanta Portfolio and were repaid in September 2008. In September of 2007, our Board of Trustees authorized management of the Company to sell the Hampton Inn, Linden, NJ (Hampton Inn) and Fairfield Inn, Mt. Laurel, NJ (Fairfield Inn). The Company acquired the Hampton Inn in October 2003 and the Fairfield Inn in January 2006. The operating results for these hotels have been reclassified to discontinued operations in the statements of operations for the years ended December 31, 2007 and 2006. Proceeds from the sales were $29,500, and the gain on the sale was $4,248, of which $503 was allocated to minority interest in HHLP. In October 2008, the Company sold the Holiday Inn Conference Center, New Cumberland, PA (Holiday Inn). Beginning on July 1, 2006, the Company leased this hotel to an unrelated party and the lease agreement contained a purchase provision by the lessee. Prior to July 1, 2006, this hotel was leased to our wholly owned TRS and operating revenues and expenses of the hotel were recorded in hotel operating revenues and hotel operating expenses. The operating results for this hotel have been reclassified to discontinued operations in the statements of operations for the years ended December 31, 2008, 2007 and 2006. Proceeds from the sale of this property were $6,456 and the gain on this sale was $2,888, of which $436 was allocated to minority interest in HHLP. We allocate interest and capital lease expense to discontinued operations for debt that is to be assumed or that is required to be repaid as a result of the disposal transaction. We allocated $145, $1,276 and $2,215 of interest and capital lease expense to discontinued operations for the years ended December 31, 2008, 2007, and 2006, respectively. 50 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 51 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 12 - DISCONTINUED OPERATIONS (continued) The following table sets forth the components of discontinued operations (excluding the gains on sale) for the years ended December 31, 2008, 2007 and 2006: Revenue: Hotel Operating Revenues Hotel Lease Revenue Total Revenue Expenses: 2008 2007 2006 $ - 628 628 $ 6,685 781 7,466 $ 15,847 391 16,238 Interest and Capital Lease Expense Hotel Operating Expenses Hotel Ground Rent Real Estate and Personal Property Taxes and Property Insurance General and Administrative Loss on Debt Extinguishment Depreciation and Amortization Total Expenses Loss (Income) from Discontinued Operations before Minority Interest Allocation to Minority Interest 145 - - 65 3 19 420 652 (24) 4 1,276 3,999 - 510 - - 1,267 7,052 414 (49) 2,215 10,799 85 966 - - 1,850 15,915 323 (37) (Loss) Income from Discontinued Operations $ (20) $ 365 $ 286 51 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 52 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 13 - SHAREHOLDERS’ EQUITY AND MINORITY INTEREST IN PARTNERSHIP Common Shares The Company’s common shares are duly authorized, fully paid and non-assessable. Common shareholders are entitled to receive dividends if and when authorized and declared by the Board of Trustees of the Company out of assets legally available and to share ratably in the assets of the Company legally available for distribution to its shareholders in the event of its liquidation, dissolution or winding up after payment of, or adequate provision for, all known debts and liabilities of the Company. Preferred Shares The Declaration of Trust authorizes our Board of Trustees to classify any unissued preferred shares and to reclassify any previously classified but unissued preferred shares of any series from time to time in one or more series, as authorized by the Board of Trustees. Prior to issuance of shares of each series, the Board of Trustees is required by Maryland REIT Law and our Declaration of Trust to set for each such series, subject to the provisions of our Declaration of Trust regarding the restriction on transfer of shares of beneficial interest, the terms, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each such series. Thus, our Board of Trustees could authorize the issuance of additional preferred shares with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control in us that might involve a premium price for holders of common shares or otherwise be in their best interest. Common Partnership Units Units of interest in our limited partnership, or OP Units are issued in connection with the acquisition of wholly owned hotels and joint venture interests in hotel properties. The total number of OP Units outstanding as of December 31, 2008, 2007 and 2006 was 8,746,300; 6,424,915; and 3,835,586, respectively. These units can be converted to common shares which are issuable to the limited partners upon exercise of their redemption rights. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of stock splits, mergers, consolidation or similar pro rata share transactions, that otherwise would have the effect of diluting the ownership interest of the limited partners or our shareholders. During 2008 and 2007, 175,843 and 306,460 common units were converted to Class A Common Shares, respectively. 52 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 53 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 14 - INCOME TAXES The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with its taxable year ended December 31, 1999. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to its shareholders. It is the Company’s current intention to adhere to these requirements and maintain the Company’s qualification for taxation as a REIT. As a REIT, the Company generally will not be subject to federal corporate income tax on that portion of its net income that is currently distributed to shareholders. If the Company fails to qualify for taxation as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. Taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes. 44 New England Company, a 100% owned taxable REIT subsidiary, and Revere Hotel Group LLC, a 55% owned taxable REIT subsidiary, (collectively “Consolidated TRS”) are both entities subject to income taxes at the applicable federal, state and local tax rates. In 2008, 2007 and 2006, 44 New England Management Company generated net operating losses (income) of $2,554, $707 and ($420), respectively. In 2008, 2007 and 2006, Revere Hotel Group LLC generated net operating losses of $265, $313, $521, respectively. The Company did not record an income tax expense (benefit) for the net operating losses generated in 2008, 2007 or 2006. There was no income tax expense (benefit) recognized by the Consolidated TRS for 2008, 2007 and 2006. The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income as a result of the following differences: Computed "Expected" federal tax expense (benefit) of TRS, at 35% State income taxes, net of federal income tax effect Changes in valuation allowance 2008 For the year ended December 31, 2007 $ 2006 $ $ (1,251) (181) 1,432 (270) (66) 336 (451) (6) 457 Total income tax expense $ - $ - $ - The components of consolidated TRS’s deferred tax assets as of December 31, 2008 and 2007 were as follows: as of December 31, 2008 2007 Deferred tax assets: Net operating loss carryforward Depreciation Net deferred tax assets Valuation allowance Deferred tax assets $ 3,185 (29) 3,156 (3,156) - $ $ 1,743 (19) 1,724 (1,724) $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Consolidated TRS will not realize the benefits of these deferred tax assets at December 31, 2008. 53 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 54 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 14 - INCOME TAXES (continued) Earnings and profits, which will determine the taxability of dividends to shareholders, will differ from net income reported for financial reporting purposes due to the differences for federal tax purposes in the estimated useful lives and methods used to compute depreciation. The following table sets forth certain per share information regarding the Company’s common and preferred share distributions for the years ended December 31, 2008, 2007 and 2006. Preferred Shares - 8% Series A Ordinary income Capital Gain Distribution Common Shares - Class A Ordinary income Return of Capital Capital Gain Distribution 2008 2007 2006 86.46% 13.54% 81.98% 18.02% 83.05% 16.95% 44.61% 48.40% 6.99% 48.25% 41.14% 10.61% 28.27% 65.85% 5.88% 54 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 55 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007, AND 2006 [IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS] NOTE 15 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Total Revenues Total Expenses (Loss) Income from Unconsolidated Joint Ventures (Loss) Income before Minority Interests and Discontinued Operations (Loss) Income Allocated to Minority Holders in Continuing Operations (Loss) Income from Continuing Operations (Loss) Income from Discontinued Operations (including Gain on Disposition of Hotel Properties) Net (Loss) Income Preferred Distributions Net (Loss) Income applicable to Common Shareholders Basic and diluted earnings per share: Year Ended December 31, 2008 First Quarter Second Quarter Third Quarter Fourth Quarter $ 55,607 $ 71,363 $ 75,933 $ 62,174 58,642 (738) (3,773) (990) (2,783) (96) (2,879) 62,757 1,360 9,966 1,738 8,228 (3) 8,225 69,855 1,629 7,707 1,417 6,290 45 6,335 86,599 (2,768) (27,193) (4,218) (22,975) 2,486 (20,489) 1,200 (4,079) $ $ 1,200 7,025 1,200 5,135 $ 1,200 (21,689) $ (Loss) Income from continuing operations applicable to common shareholders $ (0.10) $ 0.16 $ 0.11 $ (0.51) Discontinued Operations Net Loss (Income) applicable to Common Shareholders Weighted Average Common Shares Outstanding Basic Diluted Total Revenues Total Expenses (Loss) Income from Unconsolidated Joint Ventures (Loss) Income before Minority Interests and Discontinued Operations (Loss) Income Allocated to Minority Holders in Continuing Operations (Loss) Income from Continuing Operations (Loss) Income from Discontinued Operations (including Gain on Disposition of Hotel Properties) Net (Loss) Income Preferred Distributions Net (Loss) Income applicable to Common Shareholders Basic and diluted earnings per share: - - - 0.05 $ (0.10) $ 0.16 $ 0.11 $ (0.46) 40,891,140 40,891,140 44,253,641 44,253,641 47,764,168 47,764,168 47,770,780 47,770,780 Year Ended December 31, 2007 First Quarter Second Quarter Third Quarter Fourth Quarter $ 47,466 $ 64,529 $ 68,712 $ 61,326 51,687 (838) (5,059) (981) (4,078) (160) (4,238) 57,414 1,741 8,856 1,164 7,692 103 7,795 60,658 1,680 9,734 1,376 8,358 138 8,496 60,240 893 1,979 214 1,765 4,029 5,794 1,200 (5,438) $ $ 1,200 6,595 1,200 7,296 $ 1,200 4,594 $ (Loss) Income from continuing operations applicable to common shareholders $ (0.13) $ 0.16 $ 0.18 $ 0.01 Discontinued Operations Net (Loss) Income applicable to Common Shareholders Weighted Average Common Shares Outstanding Basic Diluted - - - 0.10 $ (0.13) $ 0.16 $ 0.18 $ 0.11 40,537,851 40,537,851 40,642,569 40,842,382 40,807,626 40,807,626 40,882,090 40,882,685 55 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 56 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2008 [IN THOUSANDS] Initial Costs Costs Capitalized Subsequent to Acquisition Gross Amounts at which Carrried at Close of Period Accumulated Depreciation Net Book Value Description Encumbrances Land Buildings & Improvements Land Buildings & Improvements Land Buildings & Improvements Total Buildings & Improvements* Land, Buildings & Improvements Date of Acquisition Hampton Inn, Carlisle, PA $ (3,477) $ 300 $ 3,109 $ 200 $ 2,170 $ 500 $ 5,279 $ 5,779 $ (1,507) $ 4,272 06/01/97 Holiday Inn Exp, Hershey, PA Holiday Inn Exp, New Columbia, PA Comfort Inn, Harrisburg, PA Hampton Inn, Selinsgrove, PA Hampton Inn, Danville, PA HIE & Suites, Harrisburg, PA Hampton Inn, Hershey, PA Mainstay Suites, Frederick, MD Mainstay Suites & Sleep Inn, KOP, PA Hilton Garden Inn, Edison, NJ Sheraton Four Points, Revere, MA Residence Inn, Framingham, MA - - (2,113) (2,905) - (2,994) (2,537) (7,300) (8,148) 426 94 - 157 300 213 807 262 1,133 - 70 2,645 2,510 2,720 2,511 2,787 1,934 5,714 1,049 7,294 12,159 14,996 (8,848) 1,325 12,737 Comfort Inn, Frederick, MD Hilton Garden Inn, Gettysburg, PA (3,257) (5,031) 450 745 4,342 6,116 Hampton Inn, NYC, NY (26,250) 5,472 23,280 Residence Inn, Greenbelt, MD Fairfield Inn, Laurel, MD Holiday Inn Exp, Langhorne, PA Holiday Inn Exp, Malvern, PA (12,047) 2,615 14,815 - (6,499) (4,038) 927 1,088 2,639 6,120 6,573 5,324 Holiday Inn Exp, KOP, PA (12,849) 2,557 13,339 Courtyard Inn, Wilmington, DE McIntosh Inn, Wilmington, DE Residence Inn, Williamsburg, VA Springhill Suites, Williamsburg, VA - (12,631) 988 898 10,295 4,515 (7,610) 1,911 11,625 (5,182) 1,430 10,293 Courtyard Inn, Brookline, MA (38,913) Courtyard Inn, Scranton, PA (6,208) - 761 47,414 7,193 410 66 214 93 99 81 4 3,429 771 1,184 2,356 1,170 1,083 1,365 171 2,989 836 160 214 250 399 294 811 433 6,074 6,910 (1,726) 5,184 10/01/97 3,281 3,441 (900) 2,541 12/01/97 3,904 4,118 (1,051) 3,067 05/15/98 4,867 5,117 (1,574) 3,543 09/12/96 3,957 4,356 (1,066) 3,290 08/28/97 3,017 3,311 (790) 2,521 03/06/98 7,079 7,890 (1,592) 6,298 01/01/00 4,038 4,471 (712) 3,759 01/01/02 - - - - - - - - - - 654 - - - 13 (13) - - 323 331 355 768 90 31 106 182 992 58 90 246 689 766 606 60 242 1,099 1,133 7,617 8,750 (1,433) 7,317 06/01/01 - 70 12,490 12,490 (1,639) 10,851 10/01/04 15,351 15,421 (3,720) 11,701 02/23/04 1,325 13,505 14,830 (1,659) 13,171 03/26/04 450 745 5,472 2,615 927 1,088 3,293 2,557 988 898 1,924 1,417 - 761 4,432 4,882 6,147 6,892 (523) (692) 4,359 05/27/04 6,200 07/23/04 23,386 28,858 (2,308) 26,550 04/01/05 14,997 17,612 (1,702) 15,910 07/16/04 7,112 8,039 6,631 7,719 5,414 8,707 (766) (610) (489) 7,273 01/31/05 7,109 05/26/05 8,218 05/24/05 13,585 16,142 (1,250) 14,892 05/23/05 10,984 11,972 (1,041) 10,931 06/17/05 5,281 6,179 (529) 5,650 06/17/05 12,231 14,155 (2,208) 11,947 11/22/05 10,353 11,770 (1,783) 9,987 11/22/05 47,656 47,656 (4,218) 43,438 06/15/05 8,292 9,053 (667) 8,386 02/01/06 56 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 57 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2008 (continued) [IN THOUSANDS] Initial Costs Costs Capitalized Subsequent to Acquisition Gross Amounts at which Carrried at Close of Period Accumulated Depreciation Net Book Value Description Encumbrances Land Buildings & Improvements Land Buildings & Improvements Land Buildings & Improvements Total Buildings & Improvements* Land, Buildings & Improvements Date of Acquisition $ (15,343) $ 3,064 $ 16,068 $ - $ 91 $ 3,064 $ 16,159 $ 19,223 $ (1,200) $ 18,023 01/03/06 Courtyard Inn, Langhorne, PA Fairfield Inn, Bethlehem, PA Residence Inn, Tyson's Corner, VA Hilton Garden Inn, JFK Airport, NY Hawthorne Suites, Franklin, MA Comfort Inn, Dartmouth, MA Residence Inn, Dartmouth, MA Holiday Inn Exp, Cambridge, MA Residence Inn, Norwood, MA Hampton Inn, Brookhaven, NY Holiday Inn Exp, Hauppage, NY Residence Inn, Langhorne, PA (6,132) 1,399 6,778 (9,044) 4,283 14,475 (21,000) - 25,018 (8,430) 1,872 (3,090) 902 8,968 3,525 (8,880) 1,933 10,434 (10,972) 1,956 9,793 - 1,970 11,761 (14,778) 3,130 17,345 (10,133) 2,737 14,080 - - - - - - - - - - - 1,463 12,094 94 Hampton Inn, Chelsea, NY (36,000) 8,905 33,500 Hyatt Summerfield Suites, Bridgewater, NJ Hyatt Summerfield Suites, Charlotte, NC Hyatt Summerfield Suites, Gaithersburg, MD Hyatt Summerfield Suites, Pleasant Hills, CA Hyatt Summerfield Suites, Pleasanton, CA Hyatt Summerfield Suites, Scottsdale, AZ Hyatt Summerfield Suites, White Plains, NY (14,492) 3,373 19,685 (7,330) 770 7,315 (13,720) 2,912 16,001 (20,160) 6,216 17,229 (14,490) 3,941 12,560 (16,778) 3,060 19,968 (33,030) 8,823 30,273 HIE & Suites, Chester, NY Residence Inn, Carlisle, PA (6,700) (6,958) 1,500 1,015 6,671 7,511 Hampton Inn, Seaport, NY (19,218) 7,816 19,040 Hotel 373-5th Ave, NYC, NY Holiday Inn, Norwich, CT Sheraton Hotel, JFK Airport, NY Hampton Inn, Philadelphia, PA (22,000) 14,239 16,778 - - - 1,984 12,037 - 27,315 3,490 24,382 - - - - - - - - - - - - - - - 328 282 423 113 497 188 503 152 863 685 889 613 159 1,608 309 137 142 163 154 43 24 143 78 123 52 1,399 4,283 7,106 8,505 (581) 7,924 01/03/06 14,757 19,040 (1,084) 17,956 02/02/06 - 25,441 25,441 (1,868) 23,573 02/16/06 9,081 10,953 4,022 4,924 10,622 12,555 10,296 12,252 11,913 13,883 (622) (328) (706) (716) (725) 10,331 04/25/06 4,596 05/01/06 11,849 05/01/06 11,536 05/03/06 13,158 07/27/06 18,208 21,338 (1,081) 20,257 09/06/06 14,765 17,502 12,983 14,540 (899) (624) 16,603 09/01/06 13,916 01/08/07 34,113 43,018 (1,999) 41,019 09/29/06 19,844 23,217 8,923 9,693 16,310 19,222 17,366 23,582 12,702 16,643 (995) (565) (865) (872) (639) 22,222 12/28/06 9,128 12/28/06 18,357 12/28/06 22,710 12/28/06 16,004 12/28/06 20,131 23,191 (1,011) 22,180 12/28/06 30,427 39,250 (1,528) 37,722 12/28/06 1,872 902 1,933 1,956 1,970 3,130 2,737 1,557 8,905 3,373 770 2,912 6,216 3,941 3,060 8,823 1,500 1,015 7,816 6,714 8,214 7,535 8,550 19,183 26,999 14,239 16,856 31,095 1,984 12,160 14,144 - 27,367 27,367 (322) (374) (922) (671) (460) (374) 7,892 01/25/07 8,176 01/10/07 26,077 02/01/07 30,424 06/01/07 13,684 07/01/07 26,993 06/13/08 2,798 3,490 27,180 30,670 (4,420) 26,250 02/15/06 57 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 58 HERSHA HOSPITALITY TRUST AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2008 (continued) [IN THOUSANDS] Initial Costs Costs Capitalized Subsequent to Acquisition Gross Amounts at which Carrried at Close of Period Accumulated Depreciation Net Book Value Description Encumbrances Land Buildings & Improvements Land Buildings & Improvements Land Buildings & Improvements Total Buildings & Improvements* Land, Buildings & Improvements Date of Acquisition Duane Street, Tribeca, NY $ (15,000) $ 8,213 $ 12,869 $ - $ 287 $ 8,213 $ 13,156 $ 21,369 $ (334) $ 21,035 01/04/08 NU Hotel, Brooklyn, NY (17,818) - 22,042 Towneplace Suites, Harrisburg, PA Holiday Inn Express, Camp Springs, MD Hampton Inn, Smithfield, RI Courtyard Inn, Alexandria, VA (9,250) 1,237 10,136 - 1,629 11,094 (6,943) 2,057 9,486 (25,000) 6,376 26,089 8th Ave Land, NYC, NY (13,250) 21,575 - (12,100) 10,735 11,051 (6,500) 10,650 - 41st Street Facility, NYC, NY Nevins Street Land, Brooklyn, NY Total Investment in Real Estate - - - - - - - - 2 37 115 17 214 198 (1) - - 22,044 22,044 10,173 11,410 11,209 12,838 9,503 11,560 1,237 1,629 2,057 6,376 (263) (165) (146) (99) 21,781 01/14/08 11,245 05/08/08 12,692 06/26/08 11,461 08/01/08 26,303 32,679 (1,520) 31,159 09/29/06 21,575 198 21,773 10,735 11,050 21,785 (12) (679) 21,761 06/28/06 21,106 07/28/06 10,650 - 10,650 - 10,650 06/11/07 & 07/11/07 $ (603,376) $ 182,793 $ 766,780 $ 2,086 $ 35,980 $ 184,879 $ 802,760 $ 987,639 $ (67,824) $ 919,815 *Assets are depreciated over a 7 to 40 year life, upon which the latest income statement is computed. 2008 2007 2006 Reconciliation of Real Estate Balance at beginning of year Additions during the year Dispositions during the year Total Real Estate Reconciliation of Accumulated Depreciation Balance at beginning of year Depreciation for year Accumulated depreciation on assets sold Balance at the end of year $ $ $ $ $ $ 878,099 114,596 (5,056) 987,639 49,091 20,965 (2,232) 67,824 776,609 125,175 (23,685) 878,099 33,373 17,252 (1,534) 49,091 $ $ $ $ $ $ 318,865 479,028 (21,284) 776,609 21,727 14,390 (2,744) 33,373 The aggregate cost of land, buildings and improvements for Federal income tax purposes for the years ended December 31, 2008, 2007 and 2006 is approximately $894,596, $817,805, and $676,415, respectively. Depreciation is computed for buildings and improvements using a useful life for these assets of 7 to 40 years. 58 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 59 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A control system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. (b) Management’s Annual Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined within Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting refers to the processes designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes policies and procedures that: · · · pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness in internal control over financial reporting is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria contained in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission as of December 31, 2008. Based on that evaluation, management has concluded that, as of December 31, 2008, the Company’s internal control over financial reporting was effective based on those criteria. The effectiveness of our internal control over financial reporting as of December 31, 2008 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein. 59 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 60 (c) Audit Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm The Board of Trustees and Shareholders of Hersha Hospitality Trust: We have audited Hersha Hospitality Trust and subsidiaries’ internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Hersha Hospitality Trust's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Hersha Hospitality Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Hersha Hospitality Trust and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2008, and our report dated March 5, 2009 expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP Philadelphia, Pennsylvania March 5, 2009 60 HERSHA 2008 ANNUAL REPORT 12968_LB:12968_LB 3/26/09 10:31 AM Page 61 (d) Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2008, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 61 HERSHA 2008 ANNUAL REPORT 12968_LA:12968Hersha_LA 3/26/09 9:48 AM Page 1 H E R S H A 12968_LB:12968_LB 3/26/09 10:31 AM Page 62 H E R S H A 12968CVR_LA:12968CVR_LA 3/31/09 9:37 AM Page 2 H E R S H A H E R S H A H O S P I T A L I T Y T R U S T ( H T ) H E R S H A H E R S H A H O S P I T A L I T Y T R U S T ( H T ) Hersha Hospitality Trust (HT) is a real estate investment trust (REIT) focused on the acquisition and aggressive management of primarily select Hersha Portfolio by Hotel Brand (1) Marriott 33% Hilton 29% Intercontinental 15% Hyatt 15% Other 8% (1) Based on pro-rata ownership share of 2008 EBITDA excluding preferred returns. service and extended stay Hersha Portfolio by Market Segment (2) hotels in metropolitan markets. Hersha trades under the symbol HT on the New York Stock Exchange. As of December 31, 2008, the Company owned interests in 76 upper upscale, upscale, and midscale hotels located predominantly in the Northeastern United States. Qualification as a REIT under the Internal Revenue Code enables the Company to distribute income to shareholders without federal income tax liability to the Company. Upscale 52% Midscale 46% Upper Upscale 3% (2) Based on pro-rata ownership share of 2008 EBITDA excluding preferred returns. Hersha Portfolio by Destination (3) Major Metro 79% Secondary 12% Destination 9% (3) Based on pro-rata ownership share of 2008 EBITDA excluding preferred returns. Hersha Portfolio by Location (4) New York Metro & New Jersey 37% Boston Metro & New England 22% Philadelphia Metro & Mid-Atlantic 25% Washington, DC Metro 10% West Coast & Arizona 6% (4) Based on pro-rata ownership share of 2008 EBITDA excluding preferred returns. Board of Trustees Hasu P. Shah Chairman, Hersha Hospitality Trust Jay H. Shah Chief Executive Officer, Hersha Hospitality Trust Michael A. Leven President and COO, Las Vegas Sands Corp. Donald J. Landry Former CEO and President, Sunburst Hospitality, Inc. John Sabin Executive Vice President, Phoenix Health Systems, Inc. Thomas S. Capello Founder & Principal, First Capital Equities Thomas J. Hutchison III Former CEO, CNL Hotels & Resorts, Inc. Kiran P. Patel Chief Investment Officer, Hersha Group Corporate Officers Jay H. Shah Chief Executive Officer Neil H. Shah President and Chief Operating Officer Ashish R. Parikh Chief Financial Officer Michael R. Gillespie Chief Accounting Officer David L. Desfor Treasurer and Corporate Secretary William J. Walsh Vice President of Asset Management Robert C. Hazard III Vice President of Acquisitions and Development Corporate Headquarters 44 Hersha Drive Harrisburg, PA 17102 Telephone: (717) 236-4400 Facsimile: (717) 774-7383 Philadelphia Executive Offices Penn Mutual Towers 510 Walnut Street, 9th Floor Philadelphia, PA 19106 Telephone: (215) 238-1046 Facsimile: (215) 238-0157 Independent Auditors KPMG LLP Certified Public Accountants 1601 Market Street Philadelphia, PA 19103 Telephone: (267) 256-7000 Registrar & Stock Transfer Agent American Stock Transfer & Trust Company 10150 Mallard Creek Drive, Suite 307 Charlotte, NC 28262 Telephone: (800) 829-8432 Legal Counsel Hunton & Williams Riverfront Plaza 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Common Stock Information The Common Stock of Hersha Hospitality Trust is traded on the New York Stock Exchange under the Symbol “HT” 12968CVR_LA:12968CVR_LA 3/31/09 9:37 AM Page 1 h e r s h a h o s p i t a l i t y t r u s t a n n u a l r e p o r t 2 0 0 8 H E R S H A www.hersha.com h e r s h a h o s p i t a l i t y t r u s t Annual Report 2008 H E R S H A 

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