DEBT | DEBT Mortgages Mortgages payable at June 30, 2021 and December 31, 2020 consisted of the following: June 30, 2021 December 31, 2020 Mortgage Indebtedness $ 305,911 $ 332,264 Net Unamortized Premium 127 354 Net Unamortized Deferred Financing Costs (1,612) (1,770) Mortgages Payable $ 304,426 $ 330,848 Net Unamortized Deferred Financing Costs associated with entering into mortgage indebtedness are deferred and amortized over the life of the mortgages. Net Unamortized Premiums are also amortized over the remaining life of the loans. Mortgage indebtedness balances are subject to fixed and variable interest rates, which ranged from 2.75% to 6.30% as of June 30, 2021. Our mortgage indebtedness contains various financial and non-financial covenants customarily found in secured, non-recourse financing arrangements. Our mortgage loans 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 generated by the property securing the applicable mortgage loan. We have determined that all debt covenants contained in the loan agreements securing our consolidated hotel properties with the exception of two mortgages were met as of June 30, 2021. During the six months ended June 30, 2021, we refinanced the outstanding mortgages secured by the Hilton Garden Inn 52nd Street, the Courtyard Los Angeles Westside, the Hilton Garden Inn Tribeca, and the Hyatt Union Square, which resulted in $90 of debt modification expense. As of June 30, 2021, the maturity dates for the outstanding mortgage loans ranged from September 2021 to September 2025. One mortgage with a total principal balance of $21,663 will mature within the next twelve months. We are in active discussions with lenders to refinance this mortgage with property level debt prior to its maturity. Credit Facilities We maintain three secured credit arrangements which aggregate to $747,481 with Citigroup Global Markets Inc., Wells Fargo Bank, Inc. and various other lenders. Our credit agreement (the "Credit Agreement") provides for a $442,404 senior secured credit facility (“Credit Facility”). The Credit Facility consists of a $250,000 senior secured revolving line of credit (“Line of Credit”) and a $192,404 senior secured term loan ("First Term Loan"), and expires on August 10, 2022. We maintain another credit agreement which provides for a $278,846 senior secured term loan agreement (“Second Term Loan”) and expires on September 10, 2024. A separate credit agreement provides for a $26,231 senior secured term loan agreement (“Third Term Loan” and collectively with the Credit Agreement and the Second Term Loan, the "Credit Agreements") and expires on August 10, 2022. Management intends to explore options including, but not limited to, additional asset sales, the refinancing of debt and the offering of equity or equity-linked securities prior to the maturity of the First Term Loan and the Third Term Loan on August 10, 2022. On February 17, 2021, the Company signed amendments to the Credit Agreements which resulted in debt extinguishment expense $2,977. Debt extinguishment expense consists of $635 of debt extinguishment losses and $2,342 of debt modification losses. The signed amendments to the Credit Agreements, among other things, provide for: • an extension of the maturity date of the Third Term Loan to August 10, 2022; • a limited waiver of financial covenants through March 31, 2022; and • the ability to borrow up to $174,729, inclusive of amounts already outstanding, under the Line of Credit, the proceeds of which may only be used to fund certain costs and expenses. Certain conditions, such as minimum liquid assets in an aggregate amount of at least $30,000, and certain negative covenants and restrictions that are considered normal and customary, must be met on a recurring basis as outlined within the amendments. The amendments to the Credit Agreements make certain other amendments to financial covenants in place beginning in the second quarter of 2022: • a fixed charge coverage ratio of not less than 1.20 to 1.00 (was 1.50 to 1.00); • a maximum leverage ratio of not more than 65% (was 60%); and • a new financial covenant that requires the borrowing base leverage ratio to not exceed 60% at any time. The amount that we can borrow at any given time under our Line of Credit, and the individual term loans (each a “Term Loan” and together the “Term Loans”) is governed by certain operating metrics of designated hotel properties known as borrowing base assets. As of June 30, 2021, the following hotel properties secured the amended facilities under the Credit Agreements: - Courtyard by Marriott Brookline, Brookline, MA - Hampton Inn, Washington, DC - The Envoy Boston Seaport, Boston, MA - Ritz-Carlton Georgetown, Washington, DC - The Boxer, Boston, MA - Hilton Garden Inn, M Street, Washington, DC - Hampton Inn Seaport, Seaport, New York, NY - The Winter Haven Hotel Miami Beach, Miami, FL - Holiday Inn Express Chelsea, 29th Street, New York, NY - The Blue Moon Hotel Miami Beach, Miami, FL - Gate Hotel JFK Airport, New York, NY - Cadillac Hotel & Beach Club, Miami, FL - Hilton Garden Inn JFK Airport, New York, NY - The Parrot Key Hotel & Villas, Key West, FL - NU Hotel, Brooklyn, New York, NY - TownePlace Suites, Sunnyvale, CA - Hyatt House White Plains, White Plains, NY - The Ambrose Hotel, Santa Monica, CA - Hampton Inn Center City/ Convention Center, Philadelphia, PA - The Pan Pacific Hotel Seattle, Seattle, WA - The Rittenhouse, Philadelphia, PA - Mystic Marriott Hotel & Spa, Groton, CT - Philadelphia Westin, Philadelphia, PA The interest rate for borrowings under the Line of Credit and Term Loans are based on a pricing grid with a range of one month U.S. LIBOR plus a spread. The following table summarizes the balances outstanding and interest rate spread for each borrowing: Outstanding Balance Borrowing Spread June 30, 2021 December 31, 2020 Line of Credit 1.50% to 2.25% $ 118,684 $ 133,053 Term Loans: First Term Loan 1.45% to 2.20% $ 192,404 $ 202,158 Second Term Loan 1.35% to 2.00% 278,846 292,983 Third Term Loan 1.45% to 2.20% 26,231 189,365 Deferred Loan Costs (1,824) (2,762) Total Term Loans $ 495,657 $ 681,744 Prior to the amendments noted above, the Credit Agreements included certain financial covenants and required that we maintain: (1) a minimum tangible net worth (calculated as total assets, plus accumulated depreciation, less total liabilities, intangibles and other defined adjustments) of $1,119,500, plus an amount equal to 75% of the net cash proceeds of all issuances and primary sales of equity interests of the parent guarantor or any of its subsidiaries consummated following the closing date; (2) annual distributions not to exceed 95% of adjusted funds from operations; and (3) certain financial ratios, including the following: • a fixed charge coverage ratio of not less than 1.50 to 1.00; • a maximum leverage ratio of not more than 60%; and • a maximum secured debt leverage ratio of 45%. The weighted average interest rate, inclusive of the effect of derivative instruments, on the Credit Agreements was 3.92% and 4.23%, and 3.73% and 4.21%, for the three and six months ended June 30, 2021 and 2020, respectively. Notes Payable Notes payable at June 30, 2021 and December 31, 2020 consisted of the following: June 30, 2021 December 31, 2020 Notes Payable $ 204,062 $ 51,548 Net Unamortized Discount (4,899) — Net Unamortized Deferred Financing Costs (5,438) (759) Notes Payable $ 193,725 $ 50,789 Statutory Trust I and Statutory Trust II Notes Payable We have two junior subordinated notes payable in the aggregate amount of $51,548 related to the Hersha Statutory Trusts pursuant to indenture agreements which will mature on July 30, 2035, but may be redeemed at our option, in whole or in part, prior to maturity in accordance with the provisions of the indenture agreements. The $25,774 of notes issued to each of Hersha Statutory Trust I and Hersha Statutory Trust II bear interest at a variable rate of LIBOR plus 3% per annum. This rate resets 2 business days prior to each quarterly payment. The related deferred financing costs are amortized over the life of the notes payable. The weighted average interest rate on our two junior subordinated notes payable was 3.19% and 4.08% for the three months ended June 30, 2021 and 2020, respectively, and 3.20% and 4.45% for the six months ended June 30, 2021 and 2020, respectively. Junior Notes Payable On February 17, 2021, the Company entered into a note purchase agreement (the “Purchase Agreement”) with several purchasers (the “Purchasers”). The Company agreed to issue and sell to the Purchasers an initial $150,000 aggregate principal amount (the “Initial Notes”) of the Company’s 9.50% Unsecured PIK Toggle Notes due 2026 (the “Notes”), and an incremental $50,000 aggregate principal amount of the Notes that can be drawn at the Company’s discretion, subject to certain conditions, in minimum installments of $25,000 on or prior to September 30, 2021. The Initial Notes were issued on February 23, 2021. The Notes will mature on February 23, 2026. The Notes bear interest at a rate of 9.50% per year, payable in arrears on June 30, September 30, December 31 and March 31 of each year, beginning on June 30, 2021. For any interest period ending on or prior to March 31, 2022, the Issuer, in its sole discretion may elect to pay interest (a) in cash at a rate per annum equal to 4.75% per annum, and (b) in kind at a rate per annum equal to 4.75% per annum (“PIK Interest”). Any PIK Interest will be paid by increasing the principal amount of the Notes at the end of the applicable interest period by the amount of such PIK Interest. We elected the PIK Interest option for the interest period ended June 30, 2021, increasing the principal balance $2,514 to $152,514 as of June 30, 2021. The Notes may not be redeemed prior to February 23, 2022. The notes may be redeemed during the 12 month period beginning February 23, 2022 and the 12 month period beginning February 23, 2023, at a redemption price equal to 104% and 102% of the principal amount of the Notes being redeemed, respectively. After February 23, 2024, the notes may be redeemed at the principal amount. The Notes are subject to representations, warranties, covenants, terms and conditions customary for transactions of this type, including limitations on liens, incurrence of new debt, investments, mergers and asset dispositions, covenants to preserve corporate existence and comply with laws and default provisions. The Company may only use the net proceeds from the issuance of the Notes in accordance with the mandatory prepayment waterfalls, which includes the repayment of outstanding borrowings under the Credit Agreement and use for certain other general corporate purposes. Interest Expense The table below shows the interest expense incurred by the Company during the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Mortgage Loans Payable $ 2,680 $ 3,031 $ 5,415 $ 6,516 Interest Rate Swap Contracts on Mortgages 627 552 1,230 585 Unsecured Notes Payable 4,311 532 6,248 1,160 Credit Facility and Term Loans 3,754 5,370 8,122 12,404 Interest Rate Swap Contracts on Credit Agreements 2,417 3,133 4,841 4,219 Deferred Financing Costs Amortization 1,088 702 2,380 1,267 Other 105 161 175 337 Total Interest Expense $ 14,982 $ 13,481 $ 28,411 $ 26,488 |