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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,  D.C. 20549 
  
FORM 8-K
  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  August 2, 2023
 
HERSHA HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)
   
Maryland001-1476525-1811499
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
  44 Hersha Drive
Harrisburg, Pennsylvania 17102
(Address and zip code of
principal executive offices)
 
Registrant’s telephone number, including area code: (717) 236-4400
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Shares of Beneficial Interest, par value $.01 per shareHTNew York Stock Exchange
6.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per shareHT-PCNew York Stock Exchange
6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per shareHT-PDNew York Stock Exchange
6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per shareHT-PENew York Stock Exchange




Item 2.02    Results of Operations and Financial Condition

On August 2, 2023, Hersha Hospitality Trust issued a press release announcing results of operations for the quarter ended June 30, 2023.  A copy of that press release is furnished as Exhibit 99.1.
The information furnished with this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language contained therein, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  HERSHA HOSPITALITY TRUST 
       
       
Date: August 2, 2023
By:/s/ Ashish R. Parikh 
  Name:Ashish R. Parikh 
  Title:Chief Financial Officer 


Hersha Hospitality Trust
2001 Market Street | Suite 3600
Philadelphia | PA | 19103
p. 215.238.1281 | f. 215.238.0157
hersha.com

HERSHA HOSPITALITY TRUST ANNOUNCES
SECOND QUARTER 2023 RESULTS

- Second Quarter 2023 Net Income of $0.04 Per Share -

- Second Quarter 2023 Adjusted Funds from Operations1 of $0.38 Per Share -

- Comparable Portfolio RevPAR Growth of 3.6% to the Second Quarter 2022 –

- Urban RevPAR Growth of 12.2% to the Second Quarter 2022 –

- New York City and Boston were the best performers in the Second Quarter 2023 -

Philadelphia, PA, August 2, 2023 ---- Hersha Hospitality Trust (NYSE: HT) (“Hersha,” “the Company,” “we” or “our”), owner of luxury and lifestyle hotels in coastal gateway and resort markets, today announced results for the second quarter ended June 30, 2023.

Second Quarter 2023 Financial Results
(Unaudited in thousands, except per share amounts)
Three Months Ended June 30,
20232022
Net Income Applicable to Common Shareholders$1,721 $2,427 
Net Income per Common Share$0.04 $0.06 
Adjusted FFO1
$18,087 $26,115 
Adjusted FFO per common share and OP Unit$0.38 $0.57 

Net income applicable to common shareholders was approximately $1.7 million, or $0.04 per diluted common share, in the second quarter 2023, compared to net income applicable to common shareholders of approximately $2.4 million, or $0.06 per diluted common share, in the second quarter 2022.

Adjusted Funds from Operations (“AFFO”) decreased to $18.1 million, or $0.38 per diluted common share and OP Unit, in the second quarter 2023, as compared to AFFO of approximately $26.1 million, or $0.57 per diluted common share and OP Unit, in the second quarter of 2022. This decrease from the prior year was primarily driven by the sale of 10 hotels in second half of 2022 as well as normalization in resort markets that was partially offset by stronger operating results in our urban markets.



1 Non-GAAP financial measure. An explanation of certain non-GAAP financial measures used in this press release, including, among others, AFFO, FFO, EBITDA and EBITDA margin, as well as reconciliations of those non-GAAP financial measures to GAAP net income, is included at the end of this press release.


Mr. Neil H. Shah, Hersha’s Chief Executive Officer, stated, “We were pleased to see the strong recovery in our core urban markets during the quarter that allowed us to achieve double digit RevPAR growth for this segment of our overall portfolio. Outperformance in our New York, Boston and Washington DC markets allowed us to offset some of the retracement in domestic leisure travel seen in our resort markets and the wider lodging industry. Despite this normalization at our resort properties, we are significantly outperforming pre-Covid levels and view this year as a new base for growth moving forward. In July, our resort RevPAR further stabilized, while our urban markets continued to outperform and exceeded prior year performance by 12%. We are confident that the stabilizing operating environment in our resorts, coupled with the ongoing dynamics in our urban markets will drive outsized growth in our portfolio.”

Mr. Shah continued, “At present, there are a wide array of viewpoints as to how the economy will unfold in the second half of 2023 and how those macro-economic factors will impact lodging. US GDP growth along with fundamental on the ground hotel performance remains resilient. Our outlook for the ongoing travel recovery and long-term lodging fundamentals remains positive, driven by the return of corporate and international travel as well as a very benign supply outlook that will continue to serve as a significant tailwind for the foreseeable future.”

Second Quarter 2023 Operating Results

During the second quarter 2023, the Company's comparable portfolio of 23 hotels generated 77.1% occupancy, an Average Daily Rate (“ADR”) of $303.34, and Revenue per Available Room (“RevPAR”) of $233.92.

Our core urban markets generated $22.5 million of EBITDA in the second quarter, 67% of our portfolio’s production, up from 18% in the first quarter. Second quarter RevPAR for the urban portfolio was up 12.2% from the prior year driven by over 800 bps of occupancy growth.

Manhattan was the largest contributor to EBITDA for the quarter, generating $8.4 million, 25% of total portfolio EBITDA. Our New York City portfolio recorded 13.4% RevPAR growth compared to the second quarter of 2022 and generated a 41% EBITDA margin. The Hilton Garden Inn Midtown East and Hyatt Union Square were the highest producing New York assets in the second quarter generating $2.4 and $2.1 million in EBITDA, respectively. Four of our top ten EBITDA producing assets were located in Manhattan. For the quarter, our Manhattan portfolio recorded occupancy of 86.4%, more than 1,000 bps greater than 2022. In June, the Manhattan portfolio topped 90% occupancy for the first time since 2019. This growth continued into July with occupancy of approximately 91%.

Boston was another strong contributor, registering 10% RevPAR growth compared to 2022 driven by nearly 8% ADR growth. The Boston Envoy was the portfolio’s top EBITDA producer, generating $3.4 million, with a 46% EBITDA margin. In Philadelphia, the Westin generated $2.6 million in EBITDA, the second highest in the portfolio for the second quarter despite the impact of renovation activity during the quarter. Overall, our top three EBITDA producers and six of the top ten were urban assets.
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Despite difficult comparisons to the record setting year in 2022, our resort portfolio generated just under $11 million in EBITDA, down approximately 24% to prior year, but up 37% compared to 2019.

Debt Repayment

In May, the Company paid down the outstanding $23 million floating rate mortgage on the St. Gregory Hotel. The note was accruing interest of approximately 9.5%. The Company also paid down $25 million of the principal balance on our term loan, which was accruing interest of approximately 7.5%. On an annualized basis, these pay-downs will save the company approximately $4 million in interest expense.

Financing

The Company’s credit facility consists of a $346 million term loan and an undrawn $100 million revolving credit line. The facility bears interest at 2.50% over the applicable adjusted term SOFR. The nearly $450 million credit facility matures in August 2024 and has one 12-month extension option subject to certain conditions, which would result in an extended maturity to August 2025.

The Company utilized an existing swap to hedge $300 million of the new term loan at a fixed rate of approximately 3.93%. Following the refinancings, and additional debt pay downs, 79% of the Company’s outstanding debt is either fixed or hedged through various derivative instruments. The Company’s second-quarter weighted average interest rate was approximately 5.42% across all borrowings with a weighted average life-to-maturity of approximately 2 years. We closed the quarter with a cash balance of approximately $147 million and a $100 million undrawn line of credit.


Dividends

We paid a cash dividend of $0.4297 per Series C Preferred Share, $0.40625 per Series D Preferred Share, and $0.40625 per Series E Preferred Share for the second quarter ended June 30, 2023. The preferred share dividends were paid July 17, 2023 to holders of record as of July 1, 2023.

The Company also paid a cash dividend of $0.05 per common share and per limited partnership unit for the second quarter ended June 30, 2023. These common share dividends and limited partnership unit distributions were paid on July 17, 2023 to holders of record as of June 30, 2023.






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Third Quarter 2023 Outlook

In July the comparable portfolio realized RevPAR growth of 5.1% driven by our urban properties, which realized 12.3% RevPAR growth for the month. For July and the third quarter, the Winter Haven Hotel is excluded from the comparable portfolio as it is closed for renovation with an expectation of reopening in the fourth quarter of 2023.

The Company is providing its operating and financial expectations for the third quarter 2023. The Company’s expectations do not build in any acquisitions, dispositions or capital market activities for 2023. These expectations are based on management’s current outlook for its hotels and the markets in which it operates and does not take into account any unanticipated developments in its business or changes in its operating environment. The Company’s third quarter 2023 expectations are as follows:

Q3'23 Outlook
($’s in millions except RevPAR and per share amounts)LowHigh
Net Loss Applicable to Common Shareholders$(6.4)$(3.4)
Net Loss per share$(0.16)$(0.08)
Comparable Property Absolute RevPAR $209 $219 
Adjusted EBITDA$24.50 $27.50 
Adjusted FFO$11.1 $14.1 
Adjusted FFO per share$0.24 $0.30 
* Q3 2023 Comparable portfolio excludes Winter Haven Hotel which is closed for renovation
** For detailed reconciliations of the Company's 2023 operating expectations, please see "Reconciliation of Non-GAAP Financial Measures included in 2023 Outlook"

Hersha’s third quarter 2023 outlook is based on a number of factors, many of which are outside the Company's control, including macro-economic factors such as, inflation, increases in interest rates, supply chain disruptions, the potential effects of an epidemic or pandemic and the possibility of an economic recession or slowdown in 2023, all of which are subject to change. Please see the section below titled “Cautionary Statements Regarding Forward Looking Statements.”


Second Quarter 2023 Conference Call

The Company will host a conference call to discuss these results at 9:00 AM Eastern Time on Thursday, August 3, 2023. Hosting the call will be Mr. Neil H. Shah, President and Chief Executive Officer, and Mr. Ashish Parikh, Chief Financial Officer.

A live audio webcast of the conference call will be available on the Company’s website at www.hersha.com. The conference call can be accessed by dialing 1-833-470-1428 and entering the passcode 408017 approximately 10 minutes in advance of the call.
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Global participants can access their respective dial-in number at the following link: Global Dial-in Numbers. A replay of the call will be available from 11:00 AM Eastern Time on Thursday, August 3, 2023, through 11:59 PM Eastern Time on Saturday, September 2, 2023. The replay can be accessed by dialing 1-866-813-9403 or +44-204-525-0658 for international participants. The passcode for the replay is 530802. A replay of the webcast will be available on the Company’s website for a limited time.


About Hersha Hospitality Trust

Hersha Hospitality Trust (HT) is a self-advised real estate investment trust in the hospitality sector, which owns and operates luxury and lifestyle hotels in coastal gateway and resort markets. The Company’s 25 hotels totaling 3,811 rooms are located in New York, Washington, DC, Boston, Philadelphia, South Florida, and California.
The Company's common shares are traded on The New York Stock Exchange under the ticker “HT.” For more information on the Company, and the Company’s hotel portfolio, please visit the Company's website at www.hersha.com.

Supplemental Schedules

The Company has published supplemental earnings schedules in order to provide additional disclosure and financial information for the benefit of the Company’s stakeholders. In addition to the typical supplemental disclosure, the Company has included enhanced property-level financial information. These can be found in the Investor Relations section and the “SEC Filings” and “News & Presentations” page of the Company’s website, www.hersha.com.

Non-GAAP Financial Measures and Key Performance Metrics

Common key performance metrics utilized by the lodging industry are occupancy, average daily rate ("ADR"), and revenue per available room ("RevPAR"). Occupancy is calculated as the percentage total rooms sold compared to rooms available to be sold, while ADR measures the average rate earned per occupied room, calculated as total room revenue divided by total rooms sold. RevPAR is a derivative of these two metrics which shows the total room revenue earned per room available to be sold. Management uses these metrics in comparison to other hotels in our self-defined competitive peer set within proximity to each of our hotel properties.

An explanation of Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”), Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), EBITDA for real estate (“EBITDAre”), Adjusted EBITDA and Hotel EBITDA, as well as reconciliations of such non-GAAP financial measures to the most directly comparable U.S. GAAP measures, is included at the end of this release.





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Cautionary Statements Regarding Forward Looking Statements

Certain matters within this press release are discussed using “forward-looking statements,” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include statements related to, among other things: assumptions regarding the impact from macroeconomic factors (including inflation, increases in interest rates, supply chain disruptions, and potential economic slowdown or a recession), the Company’s operating and financial expectations for the third quarter 2023, the Company’s access to capital on the terms and timing the Company expects, the Company’s expectations regarding future interest rates and the impact of inflation on the Company’s results of operations, the restoration of public confidence in domestic and international travel, permanent structural changes in demand for conference centers by business and leisure clientele, the economic growth, labor markets, real estate values, lodging fundamentals, corporate travel, and the economic vibrancy of our target markets, the impact of the ongoing hotel renovations, the effects of an epidemic or pandemic on the Company, the Company’s ability to grow operating cash flow, the Company’s ability to match or outperform its competitors’ performance, the ability of the Company’s hotels to achieve stabilized or projected revenue, ADR or RevPAR growth or EBITDA multiples consistent with our expectations, the stability of the lodging industry and the markets in which the Company’s hotel properties are located, the Company’s ability to generate internal and external growth, the Company’s ability to increase margins, including Hotel EBITDA margins, and reduce the Company’s total debt and generate unrestricted cash, the Company’s ability maintain a significant amount of financial and operational flexibility. Certain statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such are based upon the Company’s current beliefs as to the outcome and timing of future events. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “believe,” “could,” “outlook,” “consider,” “expect,” “anticipate,” “forecast,” “project,” “trend,” “likely,” “estimate,” “plan,” “believe,” “continue,” “maintain,” “intend,” “should,” “may” and words of similar import. Because these forward-looking statements relate to future events, our plans, strategies, prospects and future financial performance, and involve known and unknown risks that are difficult to predict, 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. Therefore, you should not rely on any of these forward-looking statements. For a description of factors that may cause the Company’s actual results or performance to differ from its forward-looking statements, please review the information under the heading “Risk Factors” included in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed by the Company with the Securities and Exchange Commission (“SEC”) and other documents filed by the Company with the SEC from time to time. All information provided in this press release, unless otherwise stated, is as of August 2, 2023, and the Company undertakes no duty to update this information unless required by law.
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HERSHA HOSPITALITY TRUST
Balance Sheet (unaudited)
(in thousands, except shares and per share amounts)
June 30, 2023December 31, 2022
Assets:
Investment in Hotel Properties, Net of Accumulated Depreciation$1,182,764 $1,189,239 
Investment in Unconsolidated Joint Ventures4,562 4,989 
Cash and Cash Equivalents142,391 224,955 
Escrow Deposits4,797 5,065 
Hotel Accounts Receivable6,201 8,922 
Due from Related Parties82 245 
Intangible Assets, Net of Accumulated Amortization of $1,270 and $1,211
624 684 
Right of Use Assets16,774 16,226 
Other Assets35,584 38,552 
Total Assets1,393,779 1,488,877 
Liabilities and Equity:
Secured Term Loans, Net of Unamortized Deferred Financing Costs$346,336 $370,636 
Unsecured Notes Payable, Net of Unamortized Discounts and Unamortized Deferred Financing Costs50,921 50,895 
Mortgages Payable, Net of Unamortized Premium and Unamortized Deferred Financing Costs184,941 208,354 
Lease Liabilities19,518 19,003 
Accounts Payable, Accrued Expenses and Other Liabilities35,855 44,148 
Dividends and Distributions Payable8,451 31,694 
Due to Related Parties2,534 2,610 
Total Liabilities$648,556 $727,340 
Redeemable Noncontrolling Interest - Consolidated Joint Venture$4,660 $5,076 
Equity:
Shareholders' Equity:
          Preferred Shares: $0.01 Par Value, 29,000,000 Shares Authorized,
          3,000,000 Series C, 7,701,700 Series D and 4,001,514 Series E Shares Issued and
          Outstanding at June 30, 2023 and December 31, 2022,
          with Liquidation Preferences of $$25.00 Per Share
$147 $147 
          Common Shares: Class A, $0.01 Par Value, 104,000,000 Shares Authorized at
          June 30, 2023 and December 31, 2022; 40,103,391 and 39,697,451 Shares
          Issued and Outstanding at June 30, 2023 and December 31, 2022, respectively
401 398 
Common Shares: Class B, $0.01 Par Value, 1,000,000 Shares Authorized,
None Issued and Outstanding at June 30, 2023 and December 31, 2022
— — 
Accumulated Other Comprehensive Income 13,330 16,213 
Additional Paid-in Capital1,161,282 1,157,057 
Distributions in Excess of Net Income(508,449)(490,815)
Total Shareholders' Equity666,711 683,000 
    Noncontrolling Interests - Common Units and LTIP Units73,852 73,461 
Total Equity740,563 756,461 
Total Liabilities and Equity$1,393,779 $1,488,877 

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HERSHA HOSPITALITY TRUST
Summary Results (unaudited)
(in thousands, except shares and per share data)
Three Months Ended
Six Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Revenues:
Hotel Operating Revenues:
Room$74,646 $98,242 $132,162 $163,374 
Food & Beverage15,382 15,710 26,309 24,766 
Other Operating Revenues7,702 9,247 14,350 16,886 
Total Hotel Operating Revenues97,730 123,199 172,821 205,026 
Other Revenue84 91 143 132 
Total Revenues97,814 123,290 172,964 205,158 
Operating Expenses:
Hotel Operating Expenses:
Room15,538 19,447 30,007 34,037 
Food & Beverage12,258 11,607 23,152 20,011 
Other Operating Expenses30,123 36,039 57,474 62,395 
Total Hotel Operating Expenses57,919 67,093 110,633 116,443 
Gain on Insurance Settlements— (987)— (962)
Hotel Ground Rent611 1,531 929 2,621 
Real Estate and Personal Property Taxes and Property Insurance6,259 8,335 12,440 16,818 
General and Administrative3,073 3,192 5,953 5,969 
Share Based Compensation2,697 3,299 4,749 5,840 
Depreciation and Amortization14,006 17,003 27,675 36,279 
Total Operating Expenses84,565 99,466 162,379 183,008 
Operating Income13,249 23,824 10,585 22,150 
     Interest Income1,695 3,434 
     Interest Expense(8,865)(14,397)(17,954)(28,267)
     Other Income (Expense)73 (108)986 (207)
     Loss on Debt Extinguishment(52)— (66)— 
Income (Loss) before Results from Unconsolidated Joint Venture Investments and Income Taxes6,100 9,320 (3,015)(6,322)
(Loss) Income from Unconsolidated Joint Venture Investments(74)357 (426)(579)
Income (Loss) before Income Taxes6,026 9,677 (3,441)(6,901)
Income Tax Expense(65)(93)(99)(114)
Net Income (Loss)5,961 9,584 (3,540)(7,015)
(Income) Loss Allocated to Noncontrolling Interests
Common Units(3)(423)1,993 2,258 
Consolidated Joint Venture1,806 (691)416 (2,964)
Preferred Distributions(6,043)(6,043)(12,087)(12,087)
Net Income (Loss) Applicable to Common Shareholders$1,721 $2,427 $(13,218)$(19,808)
Earnings per Share:
BASIC
Net Income (Loss) Applicable to Common Shareholders$0.04 $0.06 $(0.34)$(0.50)
DILUTED
Net Income (Loss) Applicable to Common Shareholders$0.04 $0.06 $(0.34)$(0.50)
Weighted Average Common Shares Outstanding:
Basic39,849,859 39,277,269 39,738,662 39,254,536 
Diluted41,287,468 40,453,785 39,738,662 39,254,536 
Prior year amounts have been revised to conform to current year presentation.





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Non-GAAP Measures

FFO and AFFO

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 Common Units in accordance with the December 2018 Financial Standards White Paper 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 depreciation and amortization related to real estate, gains and losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by an entity. Our interpretation of the NAREIT definition is that non-controlling 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 shareholders, includes loss from the impairment of certain depreciable assets, our investment in unconsolidated joint ventures and land, depreciation and amortization expenses, gains or losses on property sales, non-controlling 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. We determined that the loss from the impairment of certain depreciable assets, including investments in unconsolidated joint ventures and land, was driven by a measurable decrease in the fair value of certain hotel properties and other assets as determined by our analysis of those assets in accordance with applicable GAAP. As such, these impairments have been eliminated from net income (loss) to determine FFO.

Hersha also presents Adjusted Funds from Operations (AFFO), which reflects FFO in accordance with the NAREIT definition further adjusted by:

deducting or adding back income tax benefit or expense;
adding back non-cash share-based compensation expense;
adding back acquisition and terminated transaction expenses;
adding back amortization of discounts, premiums, and deferred financing costs;
adding back write-offs of deferred financing costs on debt extinguishment;
adding back straight-line amortization of ground lease expense; and
adding back interest expense that has been paid-in-kind.





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FFO and AFFO do 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 the Company’s performance or to cash flow as a measure of liquidity or ability to make distributions. We consider FFO and AFFO to be meaningful, additional measures of our operating performance because they exclude the effects of the assumption that the value of real estate assets diminishes predictably over time, and because they are widely used by industry analysts as performance measures. We evaluate our performance by reviewing AFFO, in addition to FFO, because we believe that adjusting FFO to exclude certain recurring and non-recurring items as described above provides useful supplemental information regarding our ongoing operating performance and that the presentation of AFFO, when combined with the primary GAAP presentation of net income (loss), more completely describes our operating performance. 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 and AFFO applicable to common shares and OP Units because our OP Units are redeemable for common shares. We believe it is meaningful for the investor to understand FFO and AFFO applicable to all common shares and OP Units. In addition, based on guidance provided by NAREIT, we have eliminated loss from the impairment of certain depreciable assets, including investments in unconsolidated joint ventures and land, from net (income) loss to arrive at FFO in each year presented.
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The following table reconciles FFO and AFFO for the periods presented to the most directly comparable GAAP measure, net income (loss) applicable to common shares, for the same periods:

HERSHA HOSPITALITY TRUST
Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)
(in thousands, except shares and per share data)
Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net Income (loss) applicable to common shares$1,721 $2,427 $(13,218)$(19,808)
(Loss) income allocated to noncontrolling interest(1,803)1,114 (2,409)706 
Loss (Income) from unconsolidated joint ventures74 (357)426 579 
          Depreciation and amortization 14,006 17,003 27,675 36,279 
Funds from consolidated hotel operations applicable to common shares and Partnership units13,998 20,187 12,474 17,756 
(Loss) Income from unconsolidated joint venture investments(74)357 (426)(579)
Unrecognized pro rata interest in income (loss) of unconsolidated joint venture83 (81)(337)(300)
Depreciation and amortization of difference between purchase price and historical cost18 21 37 42 
Interest in depreciation and amortization of unconsolidated joint ventures536 625 1,072 1,252 
Funds from unconsolidated joint venture operations applicable to common shares and Partnership units563 922 346 415 
Funds from Operations applicable to common shares and Partnership units14,561 21,109 12,820 18,171 
Income tax expense65 93 99 114 
Non-cash share based compensation expense2,697 3,299 4,749 5,840 
          Straight-line amortization of lease expense50 118 26 298 
          Amortization of discounts, premiums, and deferred financing costs662 1,496 1,356 2,944 
          Interest expense paid-in-kind— — — 1,855 
          Deferred financing costs and debt premium written off in debt extinguishment52 — 66 — 
Adjusted Funds from Operations$18,087 $26,115 $19,116 $29,222 
AFFO per Diluted Weighted Average Common Shares and Partnership Units Outstanding
$0.38 $0.57 $0.41 $0.64 
Diluted Weighted Average Common Shares and Partnership Units Outstanding47,061,312 45,716,098 47,121,467 45,629,745 
Prior year amounts have been revised to conform to current year presentation.

2001 Market Street Suite 3600| Philadelphia, PA 19103 | p. 215.238.1281 | f. 215.238.0157     Page|11


EBITDAre and Adjusted EBITDA

Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) is a supplemental measure of our operating performance and facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. NAREIT adopted EBITDA for real estate (“EBITDAre”) a measure calculated by adding gains from the disposition of hotel operations, in order to promote an industry-wide measure of REIT operating performance. We also adjust EBITDAre for interest in amortization and write-off of deferred financing costs of our unconsolidated joint ventures, deferred financing costs write-offs in debt extinguishment, non-cash share-based compensation expense, acquisition and terminated transaction costs and net operating loss incurred on non-operation properties to calculate Adjusted EBITDA.

Our EBITDAre and Adjusted EBITDA computation may not be comparable to EBITDAre or Adjusted EBITDA reported by other companies that interpret the definition of EBITDA differently than we do. Management believes Adjusted EBITDA and EBITDAre to be meaningful measures of a REIT's performance because they are widely followed by industry analysts, lenders and investors and that they should be considered along with, but not as an alternative to, GAAP net income (loss) as a measure of the Company's operating performance.

HERSHA HOSPITALITY TRUST
EBITDAre and Adjusted EBITDA
(in thousands)
Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net Income (loss) $5,961 $9,584 $(3,540)$(7,015)
Loss (income) from unconsolidated joint ventures74 (357)426 579 
     Interest expense8,865 14,397 17,954 28,267 
     Non-operating interest income(1,695)(1)(3,434)(2)
Income tax expense65 93 99 114 
    Depreciation and amortization14,006 17,003 27,675 36,279 
EBITDA from consolidated hotel operations27,276 40,719 39,180 58,222 
     (Loss) income from unconsolidated joint venture investments(74)357 (426)(579)
     Unrecognized pro rata interest in income (loss) of unconsolidated joint venture83 (81)(337)(300)
     Depreciation and amortization of difference between purchase price and historical cost18 21 37 42 
     Adjustment for interest in interest expense, depreciation and amortization of unconsolidated joint ventures953 1,011 1,891 1,973 
EBITDAre from unconsolidated joint venture operations980 1,308 1,165 1,136 
EBITDAre28,256 42,027 40,345 59,358 
     Non-cash share based compensation expense2,697 3,299 4,749 5,840 
     Straight-line amortization of lease expense50 118 26 298 
Deferred financing costs and debt premium written off in debt extinguishment52 — 66 — 
Adjusted EBITDA$31,055 $45,444 $45,186 $65,496 
Prior year amounts have been revised to conform to current year presentation.

2001 Market Street Suite 3600| Philadelphia, PA 19103 | p. 215.238.1281 | f. 215.238.0157     Page|12


Hotel EBITDA

Hotel EBITDA is a commonly used measure of performance in the hotel industry for a specific hotel or group of hotels. We believe Hotel EBITDA provides a more complete understanding of the operating results of the individual hotel or group of hotels. We calculate Hotel EBITDA by utilizing the total revenues generated from hotel operations less all operating expenses, property taxes, insurance and management fees, which calculation excludes the Company expenses not specific to a hotel, such as corporate overhead. Because Hotel EBITDA is specific to individual hotels or groups of hotels and not to the Company as a whole, it is not directly comparable to any GAAP measure. In addition, our Hotel EBITDA computation may not be comparable to Hotel EBITDA or other similar metrics reported by other companies that interpret the definition of Hotel EBITDA differently than we do. Management believes Hotel EBITDA to be a meaningful measure of performance of a portfolio of hotels because it is followed by industry analysts, lenders and investors and that it should be considered along with, but not as an alternative to, operating income (loss) as reported in our unaudited summary results as a measure of our hotel portfolio’s operating performance.

HERSHA HOSPITALITY TRUST
Hotel EBITDA
(in thousands)
Three Months EndedSix Months Ended
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Operating income$13,249 $23,824 $10,585 $22,150 
Other revenue(84)(91)(143)(132)
Gain on insurance settlement— (987)— (962)
Depreciation and amortization14,006 17,003 27,675 36,279 
General and administrative3,073 3,192 5,953 5,969 
Share based compensation2,697 3,299 4,749 5,840 
Straight-line amortization of ground lease expense50 118 26 298 
Other393 25 514 
Hotel EBITDA$33,384 $46,383 $49,359 $69,445 


















2001 Market Street Suite 3600| Philadelphia, PA 19103 | p. 215.238.1281 | f. 215.238.0157     Page|13



Reconciliation of Non-GAAP Financial Measures Included in Q3 2023 Outlook

Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)
Q3 2023 Outlook
(in millions, except per share data)LowHigh
Net loss applicable to common shares$(6.4)$(3.4)
Loss allocated to noncontrolling interests(0.5)(0.3)
Loss from unconsolidated joint ventures— (0.1)
Depreciation and amortization 14.0 14.0 
Funds from consolidated hotel operations applicable to common shares and Partnership units7.1 10.2
Loss from unconsolidated joint venture investments— 0.1 
Unrecognized pro rata interest in income of joint venture0.1 0.1 
Interest in depreciation and amortization and Unrecognized pro rata interest in loss0.5 0.5 
Funds from unconsolidated joint venture operations applicable to common shares and Partnership units0.6 0.7 
Funds from Operations applicable to common shares and Partnership units7.7 10.9 
Non-cash share based compensation expense2.4 2.4 
Straight-line amortization of ground lease expense0.1 0.1 
Income tax expense0.3 0.3 
Amortization of deferred financing costs0.7 0.7 
Other(0.1)(0.3)
Adjusted Funds from Operations$11.1 $14.1 
AFFO per Diluted Weighted Average Common Shares and Partnership Units Outstanding$0.24 $0.30 

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Adjusted EBITDA
Q3 2023 Outlook
($'s in millions)LowHigh
Net loss applicable to common shares$(6.4)$(3.4)
Loss allocated to Noncontrolling Interests(0.5)(0.3)
Preferred Distributions6.0 6.0 
Net (Loss) Income(0.9)2.3 
Loss from unconsolidated joint ventures— (0.1)
Interest expense8.9 8.9 
Non-operating interest income(1.4)(1.4)
Income tax expense0.3 0.3 
Depreciation and amortization14.0 14.0 
EBITDAre from consolidated hotel operations20.9 24.0 
Loss from unconsolidated joint venture investments— 0.1 
Add:
Adjustment for interest in interest expense, depreciation and amortization, and Unrecognized pro rata interest in income1.0 1.0 
EBITDAre from unconsolidated joint venture hotel operations1.1 1.2 
EBITDAre22.0 25.2 
Non-cash share based compensation expense2.4 2.4 
Other— (0.2)
Adjusted EBITDA$24.5 $27.5 




Contact:
Ashish Parikh, Chief Financial Officer
Phone: 215-238-1281
2001 Market Street Suite 3600| Philadelphia, PA 19103 | p. 215.238.1281 | f. 215.238.0157     Page|15
v3.23.2
Document and Entity Information
Aug. 02, 2023
Entity Listings [Line Items]  
Amendment Flag false
Entity Central Index Key 0001063344
Document Type 8-K
Document Period End Date Aug. 02, 2023
Entity Registrant Name HERSHA HOSPITALITY TRUST
Entity Incorporation, State or Country Code MD
Entity File Number 001-14765
Entity Tax Identification Number 25-1811499
Entity Address, Address Line One 44 Hersha Drive
Entity Address, City or Town Harrisburg
Entity Address, State or Province PA
Entity Address, Postal Zip Code 17102
City Area Code 717
Local Phone Number 236-4400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Class A [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Class A Common Shares of Beneficial Interest, par value $.01 per share
Trading Symbol HT
Security Exchange Name NYSE
Series C Preferred Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 6.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share
Trading Symbol HT-PC
Security Exchange Name NYSE
Series D Preferred Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share
Trading Symbol HT-PD
Security Exchange Name NYSE
Series E Preferred Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01 per share
Trading Symbol HT-PE
Security Exchange Name NYSE

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