Hersha Hospitality Trust (HT) 8-K/A Hyatt Summerfield Suites Hotel Partnerships

Exhibit 99.2

HERSHA HOSPITALITY TRUST

Pro Forma Consolidated Balance Sheet

As of September 30, 2006

(Unaudited, Dollar Amounts in Thousands Except per Share Data)

The accompanying unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2006 is presented as if the acquisition of our interests in the Hyatt Summerfield Suites Hotel Partnerships (“Summerfield Portfolio”) occurred on September 30, 2006.

This pro forma consolidated balance sheet should be read in conjunction with the Hersha and the Summerfield Portfolio historical financial statements and notes thereto. In management’s opinion, adjustments necessary to reflect the effects of the acquisition of our interests in the Summerfield Portfolio have been made based on management’s best estimate.

The following unaudited Pro Forma Consolidated Balance Sheet is not necessarily indicative of what the actual financial position of Hersha would have been assuming such acquisition had been completed as of September 30, 2006, nor is it indicative of future financial positions of Hersha.

	(A)		(B)
	Historical		Hyatt Summerfield Suites Portfolio			Pro Forma
Assets:
Investment in Hotel Properties, net	$	642,459	$	168,658		$	811,117
Investment in Unconsolidated Joint Ventures		51,985		-			51,985
Development Loans Receivable from Related Parties		34,516		-			34,516
Cash and Cash Equivalents		16,273		(16,273	)		-
Other Assets		64,436		5,714			70,150
Total Assets	$	809,669	$	158,099		$	967,768
Liabilities and Shareholders’ Equity:
Line of Credit	$	37,768	$	37,301			75,069
Mortgages Payable		449,808		120,472			570,280
Due to Related Parties		7,420		-			7,420
Other Liabilities		32,343		326			32,669
Total Liabilities		527,339		158,099			685,438
Minority Interest:
Common Units		29,697		-			29,697
Interest in Consolidated Joint Ventures		2,963		-			2,963
Total Minority Interest		32,660		-			32,660
Shareholders’ Equity:		249,670		-			249,670
Total Liabilities and Shareholders’ Equity	$	809,669	$	158,099		$	967,768

HERSHA HOSPITALITY TRUST

Notes and Management’s Assumptions to the

Pro Forma Consolidated Balance Sheet

As of September 30, 2006

(Unaudited, Dollar Amounts in Thousands Except per Share Data)

(A) Represents the Consolidated Balance Sheet of Hersha as of September 30, 2006 as filed on Form 10-Q.

(B) Represents the purchase of our interest in the Summerfield Portfolio as if it had occurred on September 30, 2006. We acquired the Summerfield Portfolio for total consideration of $174,221, including cash and borrowings under our line of credit facility of $53,574, mortgage debt of $120,000, and non-interest bearing notes payable of $472, net of $524 discount. The mortgage debt of $120,000 is interest only and bears interest at a rate of 5.591%. The debt matures and principal is due in December of 2016. The non-interest bearing notes payable have a stated value of $996 and mature in 2016. A discount of $524 on these notes payable is being amortized over 10 years using the effective interest method at a rate of 7.5%.

Preliminary allocation of purchase is detailed in the following table:

	Purchase Price Allocation
Land	$	29,053
Building		123,029
Furniture and Fixtures		16,576
Investment in Hotel Properties		168,658
Escrow Deposits		3,803
Deferred Costs		1,017
Other Assets		894
Total Assets Acquired		174,372
Mortgage Payable		(120,000	)
Notes Payable, net of $524 discount		(472	)
Accounts Payable and Accrued Expenses		(326	)
Total Liabilities Acquired/Assumed		(120,798	)
Cash and borrowings under line of credit	$	53,574

HERSHA HOSPITALITY TRUST

Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2005

(Unaudited, Dollar Amounts in Thousands Except per Share Data)

The accompanying unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005 is presented as if the acquisition of our interest in the Summerfield Portfolio had been consummated on January 1, 2005.

This pro forma consolidated statement should be read in conjunction with the Hersha and the Summerfield Portfolio historical financial statements and notes thereto. In management’s opinion, adjustments necessary to reflect the effects of the acquisitions have been made based on management’s best estimate.

The following unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what actual results of Hersha would have been assuming such acquisition had been completed as of January 1, 2005, nor is it indicative of the results of operations for future periods.

	(A)			(B)
	Historical			Hyatt Summerfield Suites Portfolio			Combined			Adjustments				Pro Forma
Revenue:
Hotel Operating Revenues	$	75,203		$	33,996		$	109,199		$	-			$	109,199
Interest Income from Development Loans		3,940			-			3,940			-				3,940
Other Revenues		529			-			529			-				529
Total Revenue		79,672			33,996			113,668			-				113,668
Operating Expenses:
Hotel Operating Expenses		46,082			19,907			65,989			-				65,989
Hotel Ground Rent		433			-			433			-				433
Real Estate and Personal Property Taxes and Property Insurance		4,067			2,235			6,302			-				6,302
General and Administrative		4,972			-			4,972			-				4,972
Depreciation and Amortization		9,548			5,181			14,729			1,210		(C)		15,939
Total Operating Expenses		65,102			27,323			92,425			1,210				93,635
Operating Income		14,570			6,673			21,243			(1,210	)			20,033
Interest Income		602			136			738			-				738
Interest Expense		(13,137	)		(4,183	)		(17,320	)		(4,686	)	(D)		(22,006	)
Income (Loss) from continuing operations before income from joint venture investments and minority interests		2,035			2,626			4,661			(5,896	)			(1,235	)
Income from Unconsolidated Joint Venture Investments		457			-			457			-				457
Income (Loss) from continuing operations before minority interests		2,492			2,626			5,118			(5,896	)			(778	)
Income (Loss) Allocated to Minority Interest in Continuing Operations		38			-			38			(402	)	(E)		(364	)
Income (Loss) from Continuing Operations		2,454			2,626			5,080			(5,494	)			(414	)
Preferred Distributions		1,920			-			1,920			-				1,920
Income (Loss) from Continuing Operations applicable to Common Shareholders	$	534		$	2,626		$	3,160		$	(5,494	)		$	(2,334	)
Earnings Per Share
Income from Continuing Operations applicable to common shareholders
Basic	$	0.03												$	(0.12	)
Diluted	$	0.03												$	(0.12	)
Weighted Average Common Shares Outstanding
Basic		20,293,554													20,293,554
Diluted		20,335,181													20,293,554

HERSHA HOSPITALITY TRUST

Notes and Management’s Assumptions to the

Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2005

(Unaudited, Dollar Amounts in Thousands Except per Share Data)

(A) Represents Hersha’s recasted Consolidated Statement of Operations for the year ended December 31, 2005 as filed on Form 8-K on November 20, 2006, excluding discontinued operations.

(B) Represents the historical statement of operations for the Summerfield Portfolio for the year ended December 31, 2005, included in the combined financial statements of Hyatt Summerfield Suites Hotel Partnerships.

(C) Represents the adjustment to reflect the estimated depreciation on property of the Summerfield Portfolio after the allocation of purchase price, net of the amounts recorded for depreciation in the historical statement of operations for the Summerfield Portfolio, as follows.

Assets Acquired	Fair Value		Life		Depreciation Expense
Land	$	29,053		N/A	$	-
Building and Improvements		123,029		40		3,076
FF&E		16,576		5		3,315
Total						6,391
Less: Summerfield Portfolio historical depreciation						(5,181	)
Pro Forma Adjustment					$	1,210

Depreciation and amortization are computed using the straight-line method and are based upon the estimated useful life of the asset. We have allocated the purchase price to the assets acquired and liabilities assumed in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” (SFAS 141).

(D) Represents the adjustment to reflect the estimated interest expense for the Summerfield Portfolio on proceeds from the mortgage and borrowings under the line of credit facility and amortization of the discount on notes payable issued to finance the acquisition, net of interest expense included in the historical statement of operations for the Summerfield Portfolio which was not assumed in the acquisition. The line of credit bears interest at the Wall Street Journal Prime Rate less 0.50% which was 6.75% as of December 31, 2005. The pro forma adjustment is as follows:

	Principal		Weighted Average Interest Rate			Interest Expense		��
Mortgage	$	120,000		5.591	%	$	6,709
Borrowings under line of credit facility		37,301		5.690	%		2,123
Notes payable, net of $524 discount		472		7.500	%		37
							8,869
Less: historical interest expense							(4,183	)
Pro Forma Adjustment						$	4,686

(E) Represents minority interest allocable to holders of units of limited partnership interest in our operating partnership, HHLP. The minority interest effect of the acquisition of the Summerfield Portfolio is calculated by using the weighted average minority interest percentage of 12.3% for year ended December 31, 2005, as follows:  

Increase in historical Hersha income to be allocated to HHLP unit holders due to historical Summerfield Portfolio results	$	2,626
Pro forma adjustments that affect income to be allocated to HHLP unit holders
Depreciation pro forma adjustment		(1,210	)
Interest expense pro forma adjustment		(4,686	)
Total pro forma adjustments		(3,270	)
Minority interest percentage		12.3	%
Total pro forma adjustments for minority interest due to HHLP unit holders	$	(402	)

HERSHA HOSPITALITY TRUST

Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2006

(Unaudited, Dollar Amounts in Thousands Except per Share Data)

The accompanying unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2006 is presented as if the acquisition of our interest in the Summerfield Portfolio had been consummated on January 1, 2006.

This pro forma consolidated statement should be read in conjunction with the Hersha and the Summerfield Portfolio historical financial statements and notes thereto. In management’s opinion, adjustments necessary to reflect the effects of the acquisitions have been made based on management’s best estimate.

The following unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what actual results of Hersha would have been assuming such acquisition had been completed as of January 1, 2006, nor is it indicative of the results of operations for future periods.

	Historical			Hyatt Summerfield Suites Portfolio			Combined			Adjustments				Pro Forma
Revenue:
Hotel Operating Revenues	$	102,817		$	27,508		$	130,325		$	-			$	130,325
Interest Income from Development Loans		1,562			-			1,562			-				1,562
Land Lease Revenue		408			-			408			-				408
Hotel Lease Revenue		137			-			137			-				137
Other Revenues		652			-			652			-				652
Total Revenue		105,576			27,508			133,084			-				133,084
Operating Expenses:
Hotel Operating Expenses		59,977			14,798			74,775			-				74,775
Hotel Ground Rent		600			-			600			-				600
Real Estate and Personal Property Taxes and Property Insurance		4,619			1,679			6,298			-				6,298
General and Administrative		4,326			-			4,326			-				4,326
Depreciation and Amortization		13,661			3,718			17,379			1,075		(C)		18,454
Total Operating Expenses		83,183			20,195			103,378			1,075				104,453
Operating Income		22,393			7,313			29,706			(1,075	)			28,631
Interest Income		923			171			1,094			-				1,094
Interest Expense		(18,506	)		(3,754	)		(22,260	)		(3,363	)	(D)		(25,623	)
Loss on Debt Extinguishment		(1,163	)		-			(1,163	)		-				(1,163	)
Income from continuing operations before income from joint venture investments and minority interests		3,647			3,730			7,377			(4,438	)			2,939
Income from Unconsolidated Joint Venture Investments		1,432			-			1,432			-				1,432
Income from continuing operations before minority interests		5,079			3,730			8,809			(4,438	)			4,371
Income (Loss) Allocated to Minority Interest in Continuing Operations		543			-			543			(87	)	(E)		456
Income from Continuing Operations		4,536			3,730			8,266			(4,351	)			3,915
Preferred Distributions		3,600			-			3,600			-				3,600
Income from Continuing Operations applicable to Common Shareholders	$	936		$	3,730		$	4,666		$	(4,351	)		$	315
Earnings Per Share
Income from Continuing Operations applicable to common shareholders
Basic	$	0.04												$	0.01
Diluted	$	0.04												$	0.01
Weighted Average Common Shares Outstanding
Basic		24,760,185													24,760,185
Diluted		24,863,249													24,863,249

HERSHA HOSPITALITY TRUST

Notes and Management’s Assumptions to the

Pro Forma Consolidated Statement of Operations

For the Nine Months Ended September 30, 2006

(Unaudited, Dollar Amounts in Thousands Except per Share Data)

(A) Represents Hersha’s Consolidated Statement of Operations for the nine months ended September 30, 2006 as filed on Form 10-Q, excluding discontinued operations.

(B) Represents the historical statement of operations for the Summerfield Portfolio for the nine months ended September 30, 2006, included in the combined financial statements of Hyatt Summerfield Suites Hotel Partnerships.

(C) Represents the adjustment to reflect the estimated depreciation on property of the Summerfield Portfolio after the allocation of purchase price, net of the amounts recorded for depreciation in the historical statement of operations for the Summerfield Portfolio, as follows.

Assets Acquired	Fair Value		Life		Depreciation Expense
Land	$	29,053		N/A	$	-
Building and Improvements		123,029		40		2,307
FF&E		16,576		5		2,486
Total						4,793
Less: Summerfield Portfolio historical depreciation						(3,718	)
Pro Forma Adjustment					$	1,075

Depreciation and amortization are computed using the straight-line method and are based upon the estimated useful life of the asset. We have allocated the purchase price to the assets acquired and liabilities assumed in accordance with SFAS 141.

(D) Represents the adjustment to reflect the estimated interest expense for the Summerfield Portfolio on proceeds from the mortgage and borrowings under the line of credit facility and amortization of the discount on notes payable issued to finance the acquisition, net of interest expense included in the historical statement of operations for the Summerfield Portfolio which was not assumed in the acquisition. The line of credit bears interest at the Wall Street Journal Prime Rate less 0.50% which was 7.75% as of September 30, 2006. The pro forma adjustment is as follows:

	Principal		Weighted Average Interest Rate			Interest Expense
Mortgage	$	120,000		5.591	%	$	5,032
Borrowings under line of credit facility		37,301		7.357	%		2,058
Notes Payable, net of $524 discount		472		7.500	%		27
							7,117
Less: historical interest expense							(3,754	)
Pro Forma Adjustment						$	3,363

(E) Represents minority interest allocable to holders of units of limited partnership interest in our operating partnership, HHLP. The minority interest effect of the acquisition of the Summerfield Portfolio is calculated by using the weighted average minority interest percentage of 12.3% for year ended September 30, 2006, as follows:  

Increase in historical Hersha income to be allocated to HHLP unit holders due to historical Summerfield Portfolio results	$	3,730
Pro forma adjustments that affect income to be allocated to HHLP unit holders
Depreciation pro forma adjustment		(1,075	)
Interest expense pro forma adjustment		(3,363	)
Total pro forma adjustments		(708	)
Minority interest percentage		12.3	%
Total pro forma adjustments for minority interest due to HHLP unit holders	$	(87	)