DEBT | DEBT Mortgages Mortgages payable at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Mortgage Indebtedness $ 230,334 $ 306,078 Net Unamortized Premium 10 13 Net Unamortized Deferred Financing Costs (739) (1,477) Mortgages Payable $ 229,605 $ 304,614 As of June 30, 2022, two mortgages with an aggregate balance of $74,522 were classified as Liabilities Related to Hotel Assets Held for Sale and are included in the Liabilities Related to Hotel Assets Held for Sale section in Note 2 - Investment in Hotel Properties. On August 4, 2022, using the proceeds from the dispositions discussed in Note 2 - Investment in Hotel Properties, we paid off one mortgage balance with a principal balance of $35,000, and anticipate that the remaining mortgage balance of $39,522 will be assumed by the buyer upon disposition of the Courtyard Sunnyvale, which is expected to close in the fourth quarter of 2022, subject to customary closing conditions. 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 3.84% to 5.05% as of June 30, 2022. 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 the Courtyard Sunnyvale mortgage was met as of June 30, 2022. The lender has elected its right to escrow property level cash flow for the purpose of meeting future payment obligations, and as noted above, we anticipate that this mortgage as well as the escrow held by the lender will be assumed by the buyer upon disposition of the Courtyard Sunnyvale, CA. As of June 30, 2022, the maturity dates for the outstanding mortgage loans ranged from December 2022 to September 2025. Credit Facilities As of June 30, 2022, we maintained three secured credit arrangements which aggregate to $747,481 with Citigroup Global Markets Inc., Wells Fargo Bank, Inc. and various other lenders. One credit agreement, as amended, provided for a $442,404 senior secured credit facility (“Prior Credit Facility”). The Prior Credit Facility consists of a $250,000 senior secured revolving line of credit (“Prior Line of Credit”) and a $192,404 senior secured term loan ("Prior First Term Loan"), and was set to expire on August 10, 2022. We maintained another credit agreement, as amended, which provided for a $278,846 senior secured term loan agreement (“Prior Second Term Loan”) and was set to expire on September 10, 2024. A separate credit agreement, as amended, provided for a $26,231 senior secured term loan agreement (“Prior Third Term Loan” and collectively with the Prior Credit Facility and the Prior Second Term Loan, the "Prior Facilities") was set to expire on August 10, 2022. On February 17, 2021, the Company signed amendments to the Prior Facilities which resulted in debt extinguishment expense of $2,977. Debt extinguishment expense consists of $635 of debt extinguishment losses and $2,342 of debt modification losses. The Prior Facilities, as amended, contained financial covenants beginning in the second quarter of 2022: • a fixed charge coverage ratio of not less than 1.20 to 1.00; • a maximum leverage ratio of not more than 65%; and • a financial covenant that requires the borrowing base leverage ratio to not exceed 60% at any time. The amount that we could borrow at any given time under our Prior Line of Credit, and the individual term loans (each a “Prior Term Loan” and together the “Prior Term Loans”) is governed by certain operating metrics of designated hotel properties known as borrowing base assets. As of June 30, 2022, the following hotel properties secured the amended facilities under the Prior Facilities: - Courtyard by Marriott Brookline, Brookline, MA (1) - Hampton Inn, Washington, DC (1) - The Envoy Boston Seaport, Boston, MA - Ritz-Carlton Georgetown, Washington, DC - The Boxer, Boston, MA - Hilton Garden Inn, MStreet, Washington, DC (1) - 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 (1) - Hyatt House White Plains, White Plains, NY - The Ambrose Hotel, Santa Monica, CA - Hampton Inn Center City/Convention Center, Philadelphia, PA (1) - The Pan Pacific Hotel Seattle, Seattle, WA - The Rittenhouse, Philadelphia, PA - Mystic Marriott Hotel & Spa, Groton, CT - Philadelphia Westin, Philadelphia, PA (1) Hotel property sold to an unaffiliated buyer on August 4, 2022. The interest rate for borrowings under the Prior Line of Credit and Prior Term Loans were 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, 2022 December 31, 2021 Prior Line of Credit 1.50% to 2.25% $ 118,684 $ 118,684 Prior Term Loans: Prior First Term Loan 1.45% to 2.20% $ 192,404 $ 192,404 Prior Second Term Loan 1.35% to 2.00% 278,846 278,846 Prior Third Term Loan 1.45% to 2.20% 26,231 26,231 Prior Deferred Loan Costs (954) (1,396) Total Prior Term Loans $ 496,527 $ 496,085 The weighted average interest rate on our credit facilities was 3.52% and 3.92%, 3.53% and 3.73% for the three and six months ended June 30, 2022 and 2021, respectively. On August 4, 2022, we entered into a credit agreement (the "Credit Agreement"), with certain lenders, for whom Citibank, N.A. ("Citibank") acted as the administrative agreement and collateral agent, Wells Fargo Bank, N.A. and Manufacturers and Traders Trust Company acted as the co-syndication agents, and Citibank, Wells Fargo Securities, LLC, and Manufacturers and Traders Trust Company acted as joint lead arrangers and joint book running managers. The Credit Agreement provided for a new secured term loan of $400,000 and secured revolving line of credit with capacity of $100,000 which mature in August of 2024. Immediately upon entering into the Credit Agreement, proceeds from the $400,000 new term loan, along with a portion of the proceeds from the dispositions discussed in Note 2 – Investment in Hotel Properties, were used to pay off and terminate all borrowings under the Prior Facilities. Borrowings under the Credit Agreement bear interest at a rate of Term SOFR plus a 250 basis point spread. Notes Payable Notes payable at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Statutory Trust I and Statutory Trust II Notes Payable Indebtedness $ 51,548 $ 51,548 Net Unamortized Deferred Financing Costs (679) (706) Statutory Trust I and Statutory Trust II Notes Payable 50,869 50,842 Junior Notes Payable Indebtedness 158,094 156,239 Net Unamortized Deferred Financing Costs (3,716) (4,209) Net Unamortized Discount (3,861) (4,382) Junior Notes Payable 150,517 147,648 Total Notes Payable $ 201,386 $ 198,490 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 3.97% and 3.19%, and 3.61% and 3.20% for the three and six months ended June 30, 2022 and 2021, respectively. Junior Notes Payable On February 17, 2021, the Company entered into a note purchase agreement with several purchasers (the “Purchasers”). The Company issued and sold to the Purchasers $150,000 aggregate principal amount of the Company’s 9.50% Unsecured PIK Toggle Notes due 2026 (the “Junior Notes”) on February 23, 2021. The Junior Notes were set to mature on February 23, 2026. The Junior 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 ended on or prior to March 31, 2022, the Issuer, in its sole discretion could 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 Junior 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 periods ended June 30, 2021, September 30, 2021, December 31, 2021, and March 31, 2022, increasing the total principal balance by $8,094 to $158,094 as of June 30, 2022. The Junior Notes were redeemable during the 12 month period beginning February 23, 2022 at a redemption price equal to 104% of the principal amount of the Junior Notes. On August 4, 2022, using a portion of the proceeds from the dispositions discussed in Note 2 - Investment in Hotel Properties, we paid off the Junior Notes, payable at a redemption price of 104%, or $164,418. Interest Expense The table below shows the interest expense incurred by the Company during the six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Mortgage Loans Payable $ 2,948 $ 2,680 $ 5,477 $ 5,415 Interest Rate Swap Contracts on Mortgages 358 627 923 1,230 Unsecured Notes Payable 4,589 4,311 8,995 6,248 Credit Facility and Term Loans 4,507 3,754 8,157 8,122 Interest Rate Swap Contracts on Prior Facilities 971 2,417 2,793 4,841 Deferred Financing Costs Amortization 1,235 1,088 2,426 2,380 Other 161 105 235 175 Total Interest Expense $ 14,769 $ 14,982 $ 29,006 $ 28,411 |