Attached files
file | filename |
---|---|
8-K - HERSHA HOSPITALITY TRUST 8-K 11-12-2009 - HERSHA HOSPITALITY TRUST | form8k.htm |
EX-99.1 - EXHIBIT 99.1 - HERSHA HOSPITALITY TRUST | ex99_1.htm |
EX-99.3 - EXHIBIT 99.3 - HERSHA HOSPITALITY TRUST | ex99_3.htm |
EX-23.1 - EXHIBIT 23.1 - HERSHA HOSPITALITY TRUST | ex23_1.htm |
Exhibit
99.2
Investors
are cautioned that the MD&A presented herein has been revised to reflect
only the transactions noted in the Company’s Current Report on Form 8-K filed on
November 12, 2009 to which this exhibit is attached. The
MD&A presented herein has no other changes to the MD&A previously
presented in the 2008 10-K. Therefore, it does not purport to update the
MD&A included in the 2008 10-K for any information, uncertainties,
transactions, risks, events or trends occurring, or known to management, other
than information pertaining directly to the transaction discussed in the
Company's Current Report on Form 8-K to which this exhibit is
attached. Investors should read the information contained
in the Current Report on Form 8-K to which this exhibit is
attached together with the other information contained in the 2008 10-K,
the Company’s Form 10-Q for the quarters ended March 31, 2009, June 30, 2009,
and September 30, 2009, filed with the SEC on May 8, 2009, August 7, 2009, and
November 5, 2009, respectively, and other information filed with, or furnished
to, the SEC after March 6, 2009.
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.
1
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 | Year Ended | 2008 vs. 2007 | Year Ended | 2007 vs. 2006 | ||||||||||||||||
2008
|
2007
|
%
Variance
|
2006
|
%
Variance
|
||||||||||||||||
Rooms
Available
|
2,241,165 | 2,066,525 | 8.5 | % | 1,300,628 | 58.9 | % | |||||||||||||
Rooms
Occupied
|
1,610,678 | 1,528,539 | 5.4 | % | 935,540 | 63.4 | % | |||||||||||||
Occupancy
|
71.87 | % | 73.97 | % | -2.1 | % | 71.93 | % | 2.0 | % | ||||||||||
Average
Daily Rate (ADR)
|
$ | 140.59 | $ | 134.56 | 4.5 | % | $ | 119.92 | 12.2 | % | ||||||||||
Revenue
Per Available Room (RevPAR)
|
$ | 101.04 | $ | 99.53 | 1.5 | % | $ | 86.26 | 15.4 | % | ||||||||||
Room
Revenues
|
$ | 226,443,272 | $ | 205,686,215 | 10.1 | % | $ | 112,193,394 | 83.3 | % | ||||||||||
Hotel
Operating Revenues
|
$ | 236,161,773 | $ | 214,882,728 | 9.9 | % | $ | 117,705,355 | 82.6 | % | ||||||||||
Hotel
Operating Revenues from Discontinued Operations
|
$ | 14,302,000 | $ | 21,263,000 | N/A | $ | 30,496,000 | N/A |
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 noncontrolling interest holders.
UNCONSOLIDATED
JOINT VENTURES:
Year Ended | Year Ended |
2008
vs.
2007
|
Year Ended |
2007
vs.
2006
|
||||||||||||||||
2008
|
2007
|
%
Variance
|
2006
|
%
Variance
|
||||||||||||||||
Rooms
Available
|
963,892 | 954,114 | 1.0 | % | 879,384 | 8.5 | % | |||||||||||||
Rooms
Occupied
|
677,485 | 682,169 | -0.7 | % | 613,272 | 11.2 | % | |||||||||||||
Occupancy
|
70.29 | % | 71.50 | % | -1.2 | % | 69.74 | % | 1.8 | % | ||||||||||
Average
Daily Rate (ADR)
|
$ | 146.91 | $ | 144.51 | 1.7 | % | $ | 132.54 | 9.0 | % | ||||||||||
Revenue
Per Available Room (RevPAR)
|
$ | 103.26 | $ | 103.32 | -0.1 | % | $ | 92.43 | 11.8 | % | ||||||||||
Room
Revenues
|
$ | 99,530,317 | $ | 98,580,629 | 1.0 | % | $ | 81,285,744 | 21.3 | % | ||||||||||
Total
Revenues
|
$ | 127,874,193 | $ | 130,167,451 | -1.8 | % | $ | 111,301,348 | 17.0 | % |
Revenue
per available room (“RevPAR”) for the year ended December 31, 2008 increased
1.5% 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.
2
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, 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
$21,279, or 9.9%, from $214,883 for the year ended December 31, 2007 to $236,162
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
|
Acquisition
Date
|
Rooms
|
2008
Total Revenue
|
||||||||
Duane
Street Hotel (TriBeCa)
|
New
York, NY
|
1/4/2008
|
45 | $ | 3,688 | |||||||
TownePlace
Suites
|
Harrisburg,
PA
|
5/8/2008
|
107 | 1,755 | ||||||||
Sheraton
Hotel
|
JFK
Airport, Jamaica, NY
|
6/13/2008
|
150 | 3,931 | ||||||||
Holiday
Inn Express
|
Camp
Springs, MD
|
6/26/2008
|
127 | 1,313 | ||||||||
nu
Hotel
|
Brooklyn,
NY
|
7/7/2008*
|
93 | 2,314 | ||||||||
Hampton
Inn & Suites
|
Smithfield,
RI
|
8/1/2008
|
101 | 848 | ||||||||
623 | $ | 13,849 |
*The
property was purchased on 1/14/2008, but did not open for business until
7/7/2008.
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
|
Location
|
Acquisition
Date
|
Rooms
|
2008
Total Revenue
|
2007
Total Revenue
|
|||||||||||
Residence
Inn
|
Langhorne,
PA
|
1/8/2007
|
100 | $ | 4,062 | $ | 3,352 | |||||||||
Residence
Inn
|
Carlisle,
PA
|
1/10/2007
|
78 | 2,417 | 2,091 | |||||||||||
Holiday
Inn Express
|
Chester,
NY
|
1/25/2007
|
80 | 2,337 | 2,367 | |||||||||||
Hampton
Inn
|
Seaport,
NY
|
2/1/2007
|
65 | 5,833 | 5,200 | |||||||||||
Independent
|
373
Fifth Avenue
|
6/1/2007
|
70 | 4,562 | 3,051 | |||||||||||
Holiday
Inn
|
Norwich,
CT
|
7/1/2007
|
134 | 3,297 | 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. Subsequent to December 31, 2008, we classified two of these
land parcels as “Assets Held for Sale” and one land parcel was transferred to a
third party in exchange for the acquisition of a hotel property. We
reclassified the operating revenues and expenses for these land parcels as
income (loss) from discontinued operations. See “Note 12 –
Discontinued Operations” in Item 8. Financial Statements and
Supplementary Data for more information on these land parcels.
3
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 $1,141 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 12.0% to approximately $133,817 for the year
ended December 31, 2008 from $119,499 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 $31,943 for the year ended
December 31, 2007 to $38,904 for the year ended December 31, 2008. Similarly,
real estate and personal property tax and property insurance increased $1,581,
or 14.6%, in the year ended December 31, 2008 when compared to the same period
in 2007.
General
and administrative expense increased by approximately $765 from $7,945 in 2007
to $8,710 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.
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
|
Brand
|
Name
|
Acquisition
Date
|
Rooms
|
Ownership
%
|
Hersha
Preferred Equity Return
|
|||||||||||
Metro
29th Street Associates, LLC
|
Holiday
Inn Express
|
Manhattan-New
York, NY
|
2/1/2007
|
228 | 50.0 | % | 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 $28,954 compared to operating
income of $50,714 during the same period in 2007. The $21,760, or 42.9%,
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 noncontrolling 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 $981 from $40,237
for the year ended December 31, 2007 to $41,218 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 $3,743 in income from discontinued operations compared to $5,616 in
income during the same period in 2007. Discontinued
operations was driven primarily by a gain of $2,888 resulting from the sale of
the Holiday Inn Conference Center in New Cumberland, PA in October 2008 and a
gain of $4,248 results from the sale of the Fairfield Inn, Mt. Laurel, NJ and
Hampton Inn, Linden, NJ in November 2007.
4
COMPARISON
OF THE YEAR ENDED DECEMBER 31, 2007 TO DECEMBER 31, 2006
(dollars
in thousands, except per share data)
Revenue
Our total
revenues for the year ended December 31, 2007 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 $97,178, or 82.6%, from $117,705 for the year ended December
31, 2006 to $214,883 for the same period in 2007. The
increase in revenues is primarily attributable to the acquisitions consummated
in 2007, a full twelve months of operations from our 2006 acquisitions and
improved RevPAR and occupancy at certain of our hotels.
We
acquired interests in six consolidated hotels during the year ended December 31,
2007, as noted above. 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, 2007 included revenues
for a full year related to the following 20 hotels that were purchased during
the year ended December 31, 2006:
Brand
|
Location
|
Acquisition
Date
|
Rooms
|
2007
Total Revenue
|
2006
Total Revenue
|
|||||||||||
Courtyard
|
Langhorne,
PA
|
1/3/2006
|
118 | $ | 4,088 | $ | 4,312 | |||||||||
Fairfield
Inn
|
Bethlehem,
PA
|
1/3/2006
|
103 | 2,427 | 2,489 | |||||||||||
Courtyard
|
Scranton,
PA
|
2/1/2006
|
120 | 3,229 | 2,543 | |||||||||||
Residence
Inn
|
Tysons Corner,
VA
|
2/2/2006
|
96 | 4,554 | 4,092 | |||||||||||
Hampton
Inn
|
Philadelphia,
PA
|
2/15/2006
|
250 | 10,096 | 7,799 | |||||||||||
Hilton
Garden Inn
|
JFK
Airport, NY
|
2/16/2006
|
188 | 9,745 | 7,883 | |||||||||||
Hawthorne
Suites
|
Franklin,
MA
|
4/25/2006
|
100 | 2,642 | 1,877 | |||||||||||
Residence
Inn
|
North Dartmouth,
MA
|
5/1/2006
|
96 | 3,015 | 2,386 | |||||||||||
Holiday
Inn Express
|
Cambridge,
MA
|
5/3/2006
|
112 | 4,370 | 2,950 | |||||||||||
Residence
Inn
|
Norwood,
MA
|
7/27/2006
|
96 | 3,096 | 1,088 | |||||||||||
Holiday
Inn Express
|
Hauppauge,
NY
|
9/1/2006
|
133 | 5,038 | 1,580 | |||||||||||
Hampton
Inn
|
Brookhaven,
NY
|
9/6/2006
|
161 | 5,536 | 1,658 | |||||||||||
Courtyard
|
Alexandria,
VA
|
9/29/2006
|
203 | 7,014 | 1,301 | |||||||||||
Summerfield
Suites
|
White Plains,
NY
|
12/27/2006
|
159 | 9,821 | * | |||||||||||
Summerfield
Suites
|
Bridgewater,
NJ
|
12/27/2006
|
128 | 5,650 | * | |||||||||||
Summerfield
Suites
|
Gaithersburg,
MD
|
12/27/2006
|
140 | 4,863 | * | |||||||||||
Summerfield
Suites
|
Pleasant Hill,
CA
|
12/27/2006
|
142 | 6,091 | * | |||||||||||
Summerfield
Suites
|
Pleasanton,
CA
|
12/27/2006
|
128 | 4,841 | * | |||||||||||
Summerfield
Suites
|
Scottsdale,
AZ
|
12/27/2006
|
164 | 6,350 | * | |||||||||||
Summerfield
Suites
|
Charlotte,
NC
|
12/27/2006
|
144 | 3,096 | * | |||||||||||
2,781 | $ | 105,562 | $ | 41,958 |
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 earned on our
development loans during the period covered by this comparison was at rates
ranging between 10.0% and 13.5%. Interest income from
development loans receivable was $6,046 for the year ended December 31, 2007
compared to $2,487 for the same period in 2006. The
average balance of development loans receivable outstanding in 2007 was higher
than the average balance outstanding in 2006. This
resulted in a $3,559, or 143.1%, increase in interest income.
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, 2007, we
recorded $4,860 in land lease revenue from these
parcels. We incurred $2,720 in expense related to these
land leases resulting in a contribution of $2,139 to our operating income during
the year ended December 31, 2007. Subsequent to December 31, 2008, we
classified two of these land parcels as “Assets Held for Sale” and one land
parcel was transferred to a third party in exchange for the acquisition of a
hotel property. Therefore, we reclassified the operating revenues and
expenses for these land parcels as income (loss) from discontinued
operations. See “Note 12 – Discontinued Operations” in Item
8. Financial Statements and Supplementary Data for more information
on these land parcels.
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
$243, or 32.9%, from $737 during the year ended December 31, 2006 to $980 during
the year ended December 31, 2007.
5
For the
year ended December 31, 2007, interest income decreased $496 compared to the
same period in 2006. Increased levels of interest income in 2006 resulted from
higher levels of interest bearing deposits related to the acquisition of hotel
properties and interest earned on proceeds from the offering of our common stock
during 2006.
Expenses
Total
hotel operating expenses increased 81.3% to approximately $119,499 for the year
ended December 31, 2007 from $65,915 for the year ended December 31, 2006.
Consistent with the increase in hotel operating revenues, hotel operating
expenses increased primarily due to the acquisitions consummated since the
comparable period in 2006, as mentioned above. The acquisitions also resulted in
an increase in depreciation and amortization from $16,786 for the year ended
December 31, 2006 to $31,943 for the year ended December 31, 2007. Similarly,
real estate and personal property tax and property insurance increased $5,311,
or 96.7%, in the year ended December 31, 2007 when compared to the same period
in 2006.
General
and administrative expense increased by approximately $2,125 from $5,820 in 2006
to $7,945 in 2007. General and administrative expenses increased primarily due
to higher compensation expense related to an increase in staffing in our asset
management and accounting teams and an increase in incentive
compensation.
Unconsolidated
Joint Venture Investments
Income
from unconsolidated joint venture investments increased $1,677 from $1,799 for
the year ended December 31, 2006 to $3,476 for the year ended December 31, 2007.
During 2007, we acquired unconsolidated joint venture interests in the following
property:
Joint
Venture
|
Brand
|
Name
|
Acquisition
Date
|
Rooms
|
Ownership
%
|
Hersha
Preferred Equity Return
|
|||||||||||
Metro
29th Street Associates, LLC
|
Holiday
Inn Express
|
Manhattan-New
York, NY
|
2/1/2007
|
228 | 50.0 | % | N/A |
In
addition, we acquired joint venture interests in the following two properties
during 2006:
Joint
Venture
|
Brand
|
Name
|
Acquisition
Date
|
Rooms
|
Ownership
%
|
Hersha
Preferred Equity Return
|
||||||||||||
PRA
Suites at Glastonbury, LLC
|
Homewood
Suites
|
Glastonbury,
CT
|
6/15/2006
|
136 | 40.0 | % * | 10.0 | % | ||||||||||
Mystic
Partners, LLC
|
Marriott
|
Hartford,
CT
|
2/8/2006
|
409 | 15.0 | % | 8.5 | % |
*Percent
owned was 40% through March 31, 2007. On April 1, 2007
our percent owned increased to 48.0%.
Income
from unconsolidated joint venture investments was favorably impacted by the
inclusion of these investments for a full twelve months in 2007.
Net
Income
Net
income applicable to common shareholders for year ended December 31, 2007 was
approximately $13,047 compared to net income applicable to common shareholders
of $298 for the same period in 2006.
Operating
income for the year ended December 31, 2007 was $50,714 compared to operating
income of $25,796 during the same period in 2006. The $24,918, or 96.6%,
increase in operating income resulted from improved performance of our portfolio
and acquisitions that have increased the scale of our operations enabling us to
leverage the absorption of administrative costs.
The
increase in our operating income was partially offset by increases in interest
expense, which increased $16,737 from $23,500 for the year ended December 31,
2006 to $40,237 for the year ended December 31, 2007. 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 income applicable to common shareholders for the year ended December 31,
2007 is $1,368 in income from discontinued operations compared to $1,330 during
the same period in 2006. Also included in net income
applicable to common shareholders for the year ended December 31, 2007 is a gain
of $4,248 resulting from the sale of the Hampton Inn, Linden, NJ and Fairfield
Inn, Mt. Laurel, NJ which had been held for sale. Included in net income
applicable to common shareholders for the year ended December 31, 2006 is a gain
of $784 resulting from the sale of the Holiday Inn Express in Hartford, CT, the
Hampton Inn in Peachtree, GA, the Hampton Inn in Newnan, GA, the Comfort Suites
in Duluth, GA, and the Holiday Inn Express in Duluth, GA.
6
LIQUIDITY,
CAPITAL RESOURCES, AND EQUITY OFFERINGS
(dollars
in thousands, except per share data)
The
current recession and related financial crisis has resulted in deleveraging
attempts throughout the global financial system. As banks
and other financial intermediaries reduce their leverage and incur losses on
their existing portfolio of loans, the ability to originate or refinance
existing loans has become very restrictive for all borrowers, regardless of
balance sheet strength. As a result, it is a very
difficult borrowing environment, even for those borrowers that have strong
balance sheets. While we maintain a portfolio of what we
believe to be high quality assets and we believe our leverage to be at
acceptable levels, we are uncertain if we could currently obtain new debt, or
refinance existing debt, on reasonable terms in the current market.
Owning
hotels is a capital intensive enterprise. Hotels are
expensive to acquire or build and require regular significant capital
expenditures to satisfy guest expectations. However, even
with the current depressed cash flows, we project that our operating cash flow
will be sufficient to pay for almost all of our liquidity and other capital
needs over the medium term. At present, we only project
the need for additional capital to refinance or repay an aggregate of $38,096 of
debt that is maturing in 2009. This assumes the exercise
of extension options for $34,100 in debt that would otherwise come due in
2009. We currently expect that we will either be able to
refinance the debt coming due in 2009 or repay such debt with a draw on our
existing credit facility.
We expect
to meet our short-term liquidity requirements generally through net cash
provided by operations, existing cash balances and, if necessary, short-term
borrowings under our line of credit. We believe that the net cash provided by
operations will be adequate to fund the Company’s operating requirements, debt
service and the payment of dividends in accordance with REIT requirements of the
federal income tax laws. We expect to meet our long-term liquidity requirements,
such as scheduled debt maturities and property acquisitions, through long-term
secured and unsecured borrowings, the issuance of additional equity securities
or, in connection with acquisitions of hotel properties, the issuance of units
of operating partnership interest in our operating partnership
subsidiary.
Our
ability to incur additional debt is dependent upon a number of factors,
including the current state of the overall credit markets, our degree of
leverage and borrowing restrictions imposed by existing
lenders. Our ability to raise funds through the issuance
of debt and equity securities is dependent upon, among other things, general
market conditions for REITs and market perceptions about us.
We have a
debt policy that limits our indebtedness at the time of acquisition to less than
67% of the fair market value for the hotels in which we have invested. However,
our organizational documents do not limit the amount of indebtedness that we may
incur and our Board of Trustees may modify our debt policy at any time without
shareholder approval. We intend to repay indebtedness incurred under the line of
credit from time to time, for acquisitions or otherwise, out of cash flow and
from the proceeds of issuances of additional common shares and other
securities.
We intend
to invest in additional hotels only as suitable opportunities arise and adequate
sources of financing are available. We expect that future investments in hotels
will depend on and will be financed by, in whole or in part, our existing cash,
the proceeds from additional issuances of common shares, issuances of operating
partnership units or other securities or borrowings.
We make
available to the TRS of our hotels 4% (6% for full service properties) of gross
revenues per quarter, on a cumulative basis, for periodic replacement or
refurbishment of furniture, fixtures and equipment at each of our hotels. We
believe that a 4% (6% for full service hotels) reserve is a prudent estimate for
future capital expenditure requirements. We intend to spend amounts in excess of
the obligated amounts if necessary to comply with the reasonable requirements of
any franchise license under which any of our hotels operate and otherwise to the
extent we deem such expenditures to be in our best interests. We are also
obligated to fund the cost of certain capital improvements to our hotels. We may
use undistributed cash or borrowings under credit facilities to pay for the cost
of capital improvements and any furniture, fixture and equipment requirements in
excess of the set aside referenced above.
Cash
and Cash Equivalents
The cash
and cash equivalents balance of $15,697 at December 31, 2008 was primarily the
result of cash provided by operations. Cash and cash
equivalents are generally used to reduce obligations under our line of credit,
pay dividends and distributions or invest in hotel properties or loans to hotel
development projects.
Line
of Credit Facility
We have
entered into a Revolving Credit Loan and Security Agreement (the “Credit
Agreement”) with TD Bank, NA and various other
lenders. The Credit Agreement provides for a revolving
line of credit (the “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 subject to lender approval and providing additional
collateral. Borrowings under this facility bear interest
at either the Wall Street Journal’s variable prime rate of interest or LIBOR
available for the periods of 1, 2, 3, or 6 months plus
2.50%, at our discretion. The Line of Credit is
collateralized by:
7
|
·
|
A
perfected first-lien security interest in all existing and future
unencumbered assets of HHLP;
|
|
·
|
Title-insured,
first-lien mortgages on the following wholly owned
hotels:
|
-
Fairfield Inn, Laurel, MD
|
-
Holiday Inn Express, Hershey, PA
|
-
Hampton Inn, Danville, PA
|
-
Holiday Inn Express, New Columbia, PA
|
-
Hampton Inn, Philadelphia, PA
|
-
Mainstay Suites and Sleep Inn, King of Prussia, PA
|
-
Holiday Inn, Norwich, CT
|
-
Residence Inn, Langhorne, PA
|
-
Holiday Inn Express, Camp Springs, MD
|
-
Residence Inn, Norwood, MA
|
-
Holiday Inn Express and Suites, Harrisburg, PA
|
-
Sheraton Hotel, JFK Airport, New York,
NY
|
|
·
|
Collateral
assignment of all hotel management contracts from which HHLP or its
affiliates derive revenues.
|
The
Credit Agreement includes certain financial covenants and requires that Hersha
maintain:
|
·
|
a
minimum tangible net worth of
$300,000;
|
|
·
|
a
maximum of accounts and other receivables from affiliates of
$125,000;
|
|
·
|
annual
distributions not to exceed 95% of adjusted funds from
operations;
|
|
·
|
maximum
variable rate indebtedness to total debt of 30%;
and
|
|
·
|
certain
financial ratios.
|
As of
December 31, 2008, we are in compliance with each of these
covenants and our remaining borrowing capacity under the Line of
Credit was $42,143. The line of credit expires on December 31,
2011 and, provided no event of default occurs and remains uncured, we
may request renewal of the Line of Credit for an additional period of one
year. Any extension of our line may be granted or
withheld at the discretion of the lender.
Mortgages
and Notes Payable
During
2008, in connection with the acquisition of hotel properties and refinancing of
existing mortgage debt, we entered into or assumed $91,658 in mortgages and
notes payable. 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.
The
Company has two junior subordinated notes payable in the aggregate amount of
$51,548 to statutory trusts entities 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% pre annum.
Equity
Offerings
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.
On
December 11, 2006, we completed a public offering of 7,200,000 common shares at
$11.20 per share. On December 13, 2006, the underwriter exercised its
over-allotment option with respect to that offering, and we issued an additional
1,080,000 common shares at $11.20 per share. Proceeds to us, net of underwriting
discounts and commissions and expenses, were approximately $87,658. 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 and to lend additional
development financing to third parties.
8
On
September 19, 2006, we completed a public offering of 3,775,000 common shares at
$9.75 per share. On September 28, 2006, the underwriter exercised its
over-allotment option with respect to that offering, and we issued an additional
566,250 common shares at $9.75 per share. Proceeds to us, net of underwriting
discounts and commissions and expenses, were approximately $40,004. 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.
On April
28, 2006, we completed a public offering of 6,520,000 common shares at $9.00 per
share. On May 9, 2006, the underwriter exercised its over-allotment option with
respect to that offering, and we issued an additional 977,500 common shares at
$9.00 per share. Proceeds to us, net of underwriting discounts and commissions
and expenses, were approximately $63,353. Immediately upon closing the offering,
we contributed all of the net proceeds of the offering to the Partnership in
exchange for additional Partnership interests. Of the net offering proceeds,
approximately $30,000 was used to repay indebtedness and approximately $19,500
was used to fund property acquisitions.
CASH FLOW
ANALYSIS
(dollars
in thousands, except per share data)
Comparison
of year ended December 31, 2008 to year ended December 31, 2007
Net cash
provided by operating activities for the year ended December 31, 2008, and 2007,
was $53,894 and $59,300, respectively. The decrease in net cash provided by
operating activities was primarily the result of a decrease in distributions
from unconsolidated joint ventures, an increase in due from related parties, and
a decrease in due to related parties. This decrease was
partially offset by an increase in income before loss on impairment of
development loan receivable and other asset, debt extinguishment and
depreciation and amortization expense.
Net cash
used in investing activities for the year ended December 31, 2008 increased
$68,843, from $46,027 in the year ended December 31, 2007 compared to $114,870
for the year ended December 31, 2008. Net cash used for the purchase of hotel
properties increased $30,968 in 2008 over 2007. During the year ended December
31, 2007, we acquired nine properties for a total purchase price of $129,717
including the assumption of $70,564 in mortgage debt, the conversion of a $2,100
deposit made in 2006 and the issuance of units in our operating partnership
valued at $25,781 resulting in net cash paid for acquisitions of $32,658 plus
$798 paid for the operating assets of the hotel and $588 for the noncontrolling
interests in the Hampton Inn, Philadelphia, PA. During the same
period in 2008, we acquired six properties for a total purchase price of
$115,858, including the assumption of $30,790 in mortgage debt, the issuance of
a $500 note payable, the assumption of $318 of operating liabilities and the
issuance of units in our operating partnership valued at $21,624 resulting in
net cash paid for acquisitions of $62,625. Also, cash
provided by the disposition of hotel assets held for sale was $6,456 in 2008
compared to $11,905 in 2007. Cash provided by distributions from unconsolidated
joint ventures decreased $4,372 while advances and capital contributions for
unconsolidated joint ventures decreased from $2,309 in 2007 to $96 in 2008. We
increased our capital expenditures from $16,773 in 2007 to $19,226 in
2008. This increase was primarily related to $6,420 in
new construction costs related to a building located in Brooklyn, in New York,
NY we acquired in the first quarter of 2008 and opened as the nu Hotel in July
of 2008.
Net cash
provided by financing activities for the year ended December 31, 2008 was
$64,346 compared to cash used in financing activities of $11,262 for the year
ended December 31, 2007. Included in cash provided by
financing activities in 2007 were net proceeds from the issuance of common stock
of $61,845. Also, the increase in cash provided by
financing activities is the result of proceeds from our credit facility and
mortgages and notes payable, net of repayments, of $46,456 in 2008 compared to
net proceeds of $27,526 in 2007. The increase was due to a net
increase in borrowings on our line of credit in 2008. Dividends paid
on common shares and our common partnership units increased $4,878 in 2008, from
$33,033 during the year ended December 31, 2007 to $37,911 during the same
period in 2008.
Comparison
of year ended December 31, 2007 to year ended December 31, 2006
Net cash
provided by operating activities for the year ended December 31, 2007, and 2006,
was $59,300 and $27,217, respectively. The increase in net cash provided by
operating activities was primarily the result of an increase in income before
depreciation and amortization expense and accounts payable and accrued expenses
and decreases in escrows and due from related party. This was partially offset
by an increase in hotel accounts receivable and a decrease in due to related
party.
Net cash
used in investing activities for the year ended December 31, 2007 and 2006
decreased $367,854, from $413,881 in the year ended December 31, 2006 compared
to $46,027 for the year ended December 31, 2007. Net cash used for the purchase
of hotel properties decreased $362,701 in 2007 over 2006 as the number of hotels
acquired decreased and units of our operating partnership were issued in place
of cash for acquisitions in 2007. Also, cash provided by the disposition of
hotel assets held for sale was $11,905 in 2007 compared to $9,800 in 2006. Cash
provided by distributions from unconsolidated joint ventures increased $3,718
while advances and capital contributions for unconsolidated joint ventures
decreased from $4,209 in 2006 to $2,309 in 2007. The increase in distributions
from unconsolidated joint ventures in 2007 was primarily the result of proceeds
of debt refinancing and improved cash flow in certain joint venture interests.
We increased our capital expenditures from $11,020 in 2006 to $16,773 in 2007 as
a result of continuing property improvement plans at certain properties in 2007
in addition to capital expenditures in the ordinary course of
business.
9
Net cash
used in financing activities for the year ended December 31, 2007 was $11,262
compared to cash provided by financing activities of $388,200 for the year ended
December 31, 2006. This change was, in part, the result of proceeds from
mortgages and notes payable, net of repayments, of $7,826 in 2007 compared to
net proceeds of $199,983 in 2006. The decrease in net proceeds from mortgages
and notes payable was due to a decrease in our acquisition activity in 2007.
Also included in cash provided by financing activities in 2006 were net proceeds
from the issuance of common stock of $191,015. Dividends paid on common shares
increased $11,250 in 2007, from $18,174 during the year ended December 31, 2006
to $29,424 during the same period in 2007.
OFF
BALANCE SHEET ARRANGEMENTS
The
Company does not have off balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital
resources.
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 noncontrolling 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, noncontrolling 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 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.
10
The
following table reconciles FFO for the periods presented to the most directly
comparable GAAP measure, net income, for the same periods.
Twelve
Months Ending
|
||||||||||||
December 31,
2008
|
December 31,
2007
|
December 31,
2006
|
||||||||||
Net
(loss) income applicable to common shares
|
$ | (13,608 | ) | $ | 13,047 | $ | 298 | |||||
(Loss)
income allocated to noncontrolling interest
|
(1,621 | ) | 2,325 | 706 | ||||||||
Loss
(income) from unconsolidated joint ventures
|
517 | (3,476 | ) | (1,799 | ) | |||||||
Gain
on sale of assets
|
(2,888 | ) | (4,248 | ) | (784 | ) | ||||||
Depreciation
and amortization
|
38,904 | 31,943 | 16,786 | |||||||||
Depreciation
and amortization from discontinued operations
|
2,514 | 3,187 | 3,484 | |||||||||
FFO
related to the noncontrolling interest in consolidated joint ventures
(1)
|
(240 | ) | (652 | ) | (714 | ) | ||||||
Funds
from consolidated hotel operations applicable to common shares and
Partnership units
|
23,578 | 42,126 | 17,977 | |||||||||
Income
from unconsolidated joint venture investments
|
1,373 | 3,476 | 1,799 | |||||||||
Impairment
of investment in unconsolidated joint ventures
|
(1,890 | ) | - | - | ||||||||
(Loss)
income from unconsolidated joint ventures
|
(517 | ) | 3,476 | 1,799 | ||||||||
Add:
|
||||||||||||
Depreciation
and amortization of purchase price in excess of historical cost (2)
|
2,093 | 2,055 | 1,817 | |||||||||
Interest
in deferred financing costs written off in unconsolidated joint venture
debt extinguishment
|
- | (2,858 | ) | (207 | ) | |||||||
Interest
in depreciation and amortization of unconsolidated joint venture (3)
|
6,287 | 5,023 | 4,549 | |||||||||
Funds
from unconsolidated joint ventures operations applicable to common shares
and Partnership units
|
7,863 | 7,696 | 7,958 | |||||||||
Funds
from Operations applicable to common shares and Partnership
units
|
$ | 31,441 | $ | 49,822 | $ | 25,935 | ||||||
Weighted
Average Common Shares and Units Outstanding
|
||||||||||||
Basic
|
45,184,127 | 40,718,724 | 27,118,264 | |||||||||
Diluted
|
53,218,864 | 46,183,394 | 30,672,675 |
|
(1)
|
Adjustment
made to deduct FFO related to the noncontrolling 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 $23,887, 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.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities.
11
On an
on-going basis, estimates are evaluated by us, including those related to
carrying value of investments in hotel properties. Our estimates are based upon
historical experience and on various other assumptions we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our consolidated financial
statements:
Revenue
Recognition
Approximately
95% of our revenues are derived from hotel room revenues and revenue from other
hotel operating departments. We directly 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. All revenues are recorded on an accrual basis,
as earned. 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.
Revenue
for interest 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 impositions 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.
Investment
in Hotel Properties
Investments
in hotel properties are recorded at cost. Improvements and replacements are
capitalized when they extend the useful life of the asset. Costs of repairs and
maintenance are expensed as incurred. Depreciation is computed using the
straight-line method over the estimated useful life of up to 40 years for
buildings and improvements, five to seven years for furniture, fixtures and
equipment. We are required to make subjective assessments as to the useful lives
of our properties for purposes of determining the amount of depreciation to
record on an annual basis with respect to our investments in hotel properties.
These assessments have a direct impact on our net income because if we were to
shorten the expected useful lives of our investments in hotel properties we
would depreciate these investments over fewer years, resulting in more
depreciation expense and lower net income on an annual basis.
We follow
a Financial Accounting Standards Board (“FASB”) standard which states that the
purchase price of an acquisition be allocated based on the fair value of
identifiable tangible and intangible assets acquired and liabilities assumed.
Estimating techniques and assumptions used in determining fair values involve
significant estimates and judgments. These estimates and
judgments have a direct impact on the carrying value of our assets and
liabilities which can directly impact the amount of depreciation expense
recorded on an annual basis and could have an impact on our assessment of
potential impairment of our investment in hotel properties.
We also
follow a FASB standard which established a single accounting model for the
impairment or disposal of long-lived assets including discontinued operations.
This standard requires that the operations related to properties that have been
sold or properties that are intended to be sold be presented as discontinued
operations in the statement of operations for all periods presented, and
properties intended to be sold to be designated as “held for sale” on the
balance sheet.
Based on
the occurrence of certain events or changes in circumstances, we review the
recoverability of the property’s carrying value. Such events or changes in
circumstances include the following:
|
·
|
a
significant decrease in the market price of a long-lived
asset;
|
|
·
|
a
significant adverse change in the extent or manner in which a long-lived
asset is being used or in its physical
condition;
|
|
·
|
a
significant adverse change in legal factors or in the business climate
that could affect the value of a long-lived asset, including an adverse
action or assessment by a
regulator;
|
|
·
|
an
accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of a long-lived
asset;
|
|
·
|
a
current-period operating or cash flow loss combined with a history of
operating or cash flow losses or a projection or forecast that
demonstrates continuing losses associated with the use of a long-lived
asset; and
|
|
·
|
a
current expectation that, it is more likely than not that, a long-lived
asset will be sold or otherwise disposed of significantly before the end
of its previously estimated useful
life.
|
12
We review
our portfolio on an on-going basis to evaluate the existence of any of the
aforementioned events or changes in circumstances that would require us to test
for recoverability. In general, our review of recoverability is based on an
estimate of the future undiscounted cash flows, excluding interest charges,
expected to result from the property’s use and eventual disposition. These
estimates consider factors such as expected future operating income, market and
other applicable trends and residual value expected, as well as the effects of
hotel demand, competition and other factors. If impairment exists due to the
inability to recover the carrying value of a property, an impairment loss is
recorded to the extent that the carrying value exceeds the estimated fair value
of the property. We are required to make subjective assessments as to whether
there are impairments in the values of our investments in hotel properties.
These assessments have a direct impact on our net income because recording an
impairment loss results in an immediate negative adjustment to net
income.
Investment
in Joint Ventures
Properties
owned in joint ventures are 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 or other rights in the
operation of the entity. We evaluate whether we have a controlling financial
interest in a VIE through means other than voting rights and determine whether
we should include the VIE in our consolidated financial statements. Our
examination of each joint venture 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. Control can also 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. This evaluation requires
significant judgment.
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
nominal 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. Subsequent changes in
estimates could impact the determination of whether impairment exists. 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 accounts for the credit risk associated with its development loans
receivable by monitoring the portfolio for indications of
impairment. Our methodology for monitoring for
impairment consists of the following:
|
·
|
Identifying
loans for individual review. In general, these consist of development
loans that are not performing in accordance with the contractual terms of
the loan.
|
|
·
|
Assessing
whether the loans identified for review are impaired. That is, whether it
is probable that all amounts will not be collected according to
the contractual terms of the loan agreement. We determine
the amount of impairment by calculating the estimated fair value,
discounted cash flows or the value of the underlying
collateral.
|
Any
charge to earnings necessary based on our review is recorded on our income
statement as an impairment of development loan receivable. Our
assessment of impairment is based on information known at the time of the
review. Changes in factors underlying the assessment could have a
material impact on the amount of impairment to be charged against earnings. Such
changes could impact future results.
Accounting
for Derivative Financial Investments and Hedging Activities
We use
derivatives to hedge, fix and cap interest rate risk and we account for our
derivative and hedging activities following a FASB standard which requires all
derivative instruments to be carried at fair value on the balance sheet.
Derivative instruments designated in a hedge relationship to mitigate exposure
to variability in expected future cash flows, or other types of forecasted
transactions, are considered cash flow hedges. We formally document all
relationships between hedging instruments and hedged items, as well as our
risk-management objective and strategy for undertaking each hedge transaction.
Cash flow hedges that are considered highly effective are accounted for by
recording the fair value of the derivative instrument on the balance sheet as
either an asset or liability, with a corresponding amount recorded in other
comprehensive income within shareholders’ equity. Amounts are reclassified from
other comprehensive income to the income statements in the period or periods the
hedged forecasted transaction affects earnings.
13
Under
cash flow hedges, derivative gains and losses not considered highly effective in
hedging the change in expected cash flows of the hedged item are recognized
immediately in the income statement. For hedge transactions that do not qualify
for the short-cut method, at the hedge’s inception and on a regular basis
thereafter, a formal assessment is performed to determine whether changes in the
cash flows of the derivative instruments have been highly effective in
offsetting changes in cash flows of the hedged items and whether they are
expected to be highly effective in the future.
RECENTLY
ISSUED ACCOUNTING STANDARDS
Business
Combinations
In
December 2007, the FASB issued a standard that requires most identifiable
assets, liabilities, noncontrolling interests, and goodwill acquired in a
business combination to be recorded at “full fair value.” The standard is
effective for fiscal years beginning after December 15, 2008. The Company has
not determined whether the adoption of this standard will have a material effect
on the Company’s financial statements. Adoption of the standard 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.
Disclosures
about Derivative Instruments and Hedging Activities
In March
2008, the FASB issued a standard that 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.
This standard is effective for fiscal years beginning after November 15,
2008. The Company has determined that the adoption of
this standard will not have a material effect on the Company’s financial
statements.
Participating
Securities
In June
2008, the FASB issued a pronouncement which 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. This pronouncement 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 this
pronouncement. Early application is not permitted. We
expect that the adoption of this pronouncement will not impact our financial
position or net income.
Accounting
Standards Codification
In June
2009, the FASB issued a pronouncement that established the FASB Accounting
Standards Codification as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with US GAAP. This standard is
effective for interim and annual periods ending after September 15, 2009. The
Company has adopted this standard in accordance with US GAAP.
RELATED
PARTY TRANSACTIONS
We have
entered into a number of transactions and arrangements that involve related
parties. For a description of the transactions and arrangements, please see the
Notes to the consolidated financial statements.
14
CONTRACTUAL
OBLIGATIONS AND COMMERCIAL COMMITMENTS
The
following table summarizes our contractual obligations and commitments to make
future payments under contracts, such as debt and lease agreements, as of
December 31, 2008.
Contractual
Obligations
|
||||||||||||||||||||||||
(in
thousands)
|
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
||||||||||||||||||
Long
Term Debt
|
$ | 72,196 | $ | 21,833 | $ | 41,587 | $ | 11,938 | $ | 25,265 | $ | 482,602 | ||||||||||||
Interest
Expense on Long Term Debt
|
34,430 | 33,131 | 31,541 | 30,976 | 29,383 | 151,406 | ||||||||||||||||||
Credit
Facility
|
- | - | 88,421 | - | - | - | ||||||||||||||||||
Interest
Expense on Credit Facility
|
3,625 | 3,625 | 3,625 | - | - | - | ||||||||||||||||||
Hotel
Ground Rent
|
891 | 905 | 935 | 975 | 981 | 93,160 | ||||||||||||||||||
Total
|
$ | 111,142 | $ | 59,494 | $ | 166,109 | $ | 43,889 | $ | 55,629 | $ | 727,168 |
The
carrying value of the mortgages and notes payable and the line of credit
exceeded the fair value by approximately $49 million at December 31,
2008.
15