Highland Hospitality (HIH) 10-Q 2006 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    .

Commission file number 001-31906

HIGHLAND HOSPITALITY CORPORATION

(Exact name of registrant as specified in its charter)

MARYLAND	57-1183293
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

8405 Greensboro Drive, Suite 500, McLean, Virginia 22102

Telephone Number (703) 336-4901

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934:

Large accelerated filer  ¨ Accelerated filer  x Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  ¨    No  x

As of November 3, 2006, there were 61,149,731 shares of the registrant’s common stock issued and outstanding.

HIGHLAND HOSPITALITY CORPORATION

INDEX

	Page
PART I
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures	32
PART II
Item 1. Legal Proceedings	33
Item 1A. Risk Factors	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3. Defaults Upon Senior Securities	33
Item 4. Submission of Matters to a Vote of Security Holders	33
Item 5. Other Information	33
Item 6. Exhibits	34

2

PART I

Item 1. Financial Statements

HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	September 30, 2006			December 31, 2005
	(unaudited)
ASSETS
Investment in hotel properties, net	$	1,205,687		$	910,532
Asset held for sale		—			3,000
Deposits on hotel property acquisitions		—			8,202
Cash and cash equivalents		30,162			64,761
Restricted cash		19,150			21,486
Accounts receivable, net of allowance for doubtful accounts of $223 and $174, respectively		19,308			12,927
Prepaid expenses and other assets		29,091			31,401
Deferred financing costs, net of accumulated amortization of $1,346 and $1,256, respectively		4,408			4,522
Total assets	$	1,307,806		$	1,056,831
LIABILITIES AND STOCKHOLDERS’ EQUITY
Long-term debt	$	636,818		$	494,799
Accounts payable and accrued expenses		39,238			23,163
Dividends payable		11,956			7,327
Other liabilities		3,043			2,718
Total liabilities		691,055			528,007
Minority interest in operating partnership		4,552			4,500
Commitments and contingencies (Note 13)
Preferred stock, $.01 par value; 100,000,000 shares authorized; Series A Cumulative Redeemable Preferred Stock; 3,200,000 shares issued and outstanding ($81,033 liquidation preference)		77,112			77,112
Common stock, $.01 par value; 500,000,000 shares authorized; 61,302,647 shares and 51,969,372 shares issued, respectively		613			519
Additional paid-in capital		576,961			477,876
Treasury stock, at cost; 175,666 shares and 160,992 shares, respectively		(1,956	)		(1,772	)
Cumulative dividends in excess of net income		(40,531	)		(29,411	)
Total stockholders’ equity		612,199			524,324
Total liabilities and stockholders’ equity	$	1,307,806		$	1,056,831

The accompanying notes are an integral part of these financial statements.

3

HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
REVENUE
Rooms	$	68,748		$	39,154		$	199,474		$	109,699
Food and beverage		25,796			15,122			83,890			48,417
Other		5,119			2,119			14,532			5,985
Total revenue		99,663			56,395			297,896			164,101
EXPENSES
Hotel operating expenses:
Rooms		15,713			9,032			43,543			24,943
Food and beverage		19,199			11,309			57,193			33,706
Other direct		2,800			1,073			7,358			3,076
Indirect		36,580			20,706			103,411			59,402
Total hotel operating expenses		74,292			42,120			211,505			121,127
Depreciation and amortization		11,473			5,907			30,837			15,499
Corporate general and administrative:
Stock-based compensation		2,101	��		775			4,397			2,432
Other		1,805			1,488			6,118			4,918
Total operating expenses		89,671			50,290			252,857			143,976
Operating income		9,992			6,105			45,039			20,125
Interest income		397			274			1,427			791
Interest expense		10,630			6,474			28,353			17,545
Loss on early extinguishment of debt		—			—			996			—
Income (loss) before income taxes, minority interest in operating partnership and discontinued operations		(241	)		(95	)		17,117			3,371
Income tax benefit (expense)		134			430			(1,540	)		589
Minority interest in operating partnership		(17	)		(4	)		(224	)		(72	)
Income (loss) from continuing operations		(124	)		331			15,353			3,888
Discontinued operations:
Income from hotel properties sold		1,066			481			1,649			1,118
Gain on sale of hotel properties		1,339			—			8,766			—
Total income from discontinued operations		2,405			481			10,415			1,118
Net income		2,281			812			25,768			5,006
Preferred stock dividends		(1,575	)		(49	)		(4,725	)		(49	)
Net income available to common stockholders	$	706		$	763		$	21,043		$	4,957
Net income (loss) per common share—basic:
Continuing operations	$	(.03	)	$	—		$	.18		$	.09
Discontinued operations		.04			.01			.18			.03
Net income available to common stockholders	$	.01		$	.02		$	.36		$	.12
Net income (loss) per common share—diluted:
Continuing operations	$	(.03	)	$	—		$	.18		$	.09
Discontinued operations		.04			.01			.18			.03
Net income available to common stockholders	$	.01		$	.02		$	.36		$	.12

The accompanying notes are an integral part of these financial statements.

4

HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

				Common Stock								Additional Paid-In Capital			Cumulative Dividends in Excess of Net Income			Total
	Preferred Stock			Issued			Treasury
	Shares	Amount		Shares	Amount		Shares		Amount
Balances at December 31, 2005	3,200,000	$	77,112	51,969,372	$	519	(160,992	)	$	(1,772	)	$	477,876		$	(29,411	)	$	524,324
Sale of common stock, net of underwriters’ fees and issuance costs	—		—	7,300,000		73	—			—			87,991			—			88,064
Issuance of common stock related to exercise of warrants	—		—	681,275		8	—			—			6,804			—			6,812
Issuance of restricted common stock to employees	—		—	1,340,000		13	—			—			(13	)		—			—
Issuance of unrestricted common stock to directors	—		—	12,000		—	—			—			145			—			145
Purchase of treasury stock	—		—	—		—	(14,674	)		(184	)		—			—			(184	)
Stock-based compensation	—		—	—		—	—			—			4,252			—			4,252
Adjustments to minority interest in operating partnership related to issuance of common stock and purchase of treasury stock	—		—	—		—	—			—			(94	)		—			(94	)
Declaration of dividends on common stock	—		—	—		—	—			—			—			(32,163	)		(32,163	)
Declaration of dividends on preferred stock	—		—	—		—	—			—			—			(4,725	)		(4,725	)
Net income	—		—	—		—	—			—			—			25,768			25,768
Balances at September 30, 2006	3,200,000	$	77,112	61,302,647	$	613	(175,666	)	$	(1,956	)	$	576,961		$	(40,531	)	$	612,199

The accompanying notes are an integral part of these financial statements.

5

HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	2006			2005
Cash flows from operating activities:
Net income	$	25,768		$	5,006
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		30,837			15,499
Amortization of deferred financing costs		717			753
Amortization of discount on mortgage loan		54			54
Change in fair value of interest rate swaps		(156	)		(408	)
Minority interest in operating partnership		224			72
Stock-based compensation		4,397			2,432
Loss on early extinguishment of debt		996			—
Gain on sale of hotel properties		(8,766	)		—
Changes in assets and liabilities:
Accounts receivable, net		(5,661	)		(5,520	)
Prepaid expenses and other assets		(5,744	)		108
Accounts payable and accrued expenses		8,470			1,220
Other liabilities		854			—
Discontinued operations		1,187			482
Net cash provided by operating activities		53,177			19,698
Cash flows from investing activities:
Acquisition of hotel properties, net of cash acquired		(338,193	)		(107,333	)
Payment of value-added taxes (VAT) related to foreign hotel acquisition		—			(3,509	)
VAT refund related to foreign hotel acquisition		3,774			—
Improvements and additions to hotel properties		(37,535	)		(35,948	)
Proceeds from insurance claim		6,500			—
Proceeds from sale of hotel properties		71,638			—
Change in restricted cash		2,860			17,933
Net cash used in investing activities		(290,956	)		(128,857	)
Cash flows from financing activities:
Proceeds from sale of common stock		95,069			110,888
Proceeds from sale of preferred stock		—			72,638
Payment of offering expenses related to sale of common and preferred stock		(193	)		(555	)
Purchase of treasury stock		(184	)		(135	)
Net borrowings from revolving credit facility		94,000			—
Proceeds from term loan facility		10,000			40,000
Payment on term loan facility		(100,000	)		—
Proceeds from issuance of mortgage debt		142,250			37,050
Scheduled principal payments on mortgage debt		(4,285	)		(2,971	)
Payment of deferred financing costs		(1,692	)		(324	)
Net deposits on loan applications		754			(223	)
Payment of dividends to common stockholders		(27,560	)		(16,809	)
Payment of dividends to preferred stockholders		(4,725	)		—
Payment of distributions to minority interests		(254	)		(366	)
Net cash provided by financing activities		203,180			239,193
Net increase (decrease) in cash		(34,599	)		130,034
Cash and cash equivalents, beginning of period		64,761			75,481
Cash and cash equivalents, end of period	$	30,162		$	205,515
Supplemental disclosure of cash flow information:
Cash paid for interest	$	28,090		$	17,758
Cash paid for income taxes		665			—
Issuance of common stock related to redemption of Operating Partnership units		—			1,226

The accompanying notes are an integral part of these financial statements.

6

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Description of Business

Highland Hospitality Corporation (the “Company”) is a self-advised real estate investment trust (“REIT”) that owns upscale full-service, premium limited-service, and extended-stay properties located in major convention, business, resort and airport markets in the United States. The Company commenced operations on December 19, 2003 when it completed its initial public offering (“IPO”) and concurrently acquired its first three hotel properties. As of September 30, 2006, the Company owned 26 hotel properties with 8,239 rooms located in 13 states and the District of Columbia.

Substantially all of the Company’s assets are held by, and all of its operations are conducted through, Highland Hospitality, L.P., a Delaware limited partnership (the “Operating Partnership”). For the Company to qualify as a REIT, it cannot operate hotels. Therefore, the Operating Partnership, which is owned approximately 99% by the Company and approximately 1% by other limited partners, leases its hotels to subsidiaries of HHC TRS Holding Corporation (collectively, “HHC TRS”), which is a wholly owned subsidiary of the Operating Partnership. HHC TRS then engages hotel management companies to operate the hotels pursuant to management contracts. HHC TRS is treated as a taxable REIT subsidiary for federal income tax purposes.

2. Summary of Significant Accounting Policies

Basis of Presentation—The consolidated financial statements presented herein include all of the accounts of Highland Hospitality Corporation and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The information in these consolidated financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal, recurring nature unless disclosed otherwise. These consolidated financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by U.S. generally accepted accounting principles for complete financial statements. Additional information is contained in the Highland Hospitality Corporation Form 10-K for the year ended December 31, 2005.

Cash and Cash Equivalents—The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash—Restricted cash includes reserves held in escrow for hotel renovations, normal replacements of furniture, fixtures and equipment, real estate taxes, and insurance, pursuant to certain requirements in the Company’s hotel management, franchise, and loan agreements.

Derivative Instruments—The Company accounts for derivative instruments in accordance with the provisions of Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted (“SFAS 133”). Under SFAS 133, all derivative instruments are required to be recognized as either assets or liabilities in the balance sheet and measured at fair value. Derivative instruments used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For a derivative instrument designated as a cash flow hedge, the change in fair value each period is reported in accumulated other comprehensive income in stockholders’ equity to the extent the hedge is effective. For a derivative instrument designated as a fair value hedge, the change in fair value each period is reported in earnings along with the change in fair value of the hedged item attributable to the risk being

7

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

hedged. For a derivative instrument that does not qualify for hedge accounting or is not designated as a hedge, the change in fair value each period is reported in earnings. The Company does not enter into derivative instruments for speculative trading purposes.

Investment in Hotel Properties—Investments in hotel properties are recorded at acquisition cost and allocated to land, property and equipment and identifiable intangible assets in accordance with Statement of Financial Accounting Standards No. 141,Business Combinations. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any resulting gain or loss is included in the consolidated statements of operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 15 to 40 years for buildings and building improvements and three to ten years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets.

The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel property’s estimated fair market value is recorded and an impairment loss recognized. No impairment losses have been recorded for the three and nine months ended September 30, 2006 and 2005.

The Company classifies a hotel property as held for sale in the period in which it has made the decision to dispose of the hotel property, a binding agreement to purchase the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, and no significant financing contingencies exist which could cause the transaction not to be completed in a timely manner. If these criteria are met, depreciation of the hotel property will cease and an impairment loss will be recorded if the fair value of the hotel property, less the costs to sell, is lower than the carrying amount of the hotel property. The Company will classify the loss, together with the related results of operations, as discontinued operations in the consolidated statements of operations and classify the assets and related liabilities as held for sale in the consolidated balance sheet.

The Company capitalizes interest related to hotel properties undergoing major renovations. Interest capitalized for the three months ended September 30, 2006 and 2005 was $69,000 and $50,000, respectively. Interest capitalized for the nine months ended September 30, 2006 and 2005 was $0.4 million and $0.3 million, respectively.

Minority Interest in Operating Partnership—Certain hotel properties have been acquired by the Operating Partnership, in part, through the issuance of limited partnership units of the Operating Partnership. The minority interest in the Operating Partnership is: (i) increased or decreased by the limited partners’ pro-rata share of the Operating Partnership’s net income or net loss, respectively; (ii) decreased by distributions; (iii) decreased by redemption of partnership units for the Company’s common stock; and (iv) adjusted to equal the net equity of the Operating Partnership multiplied by the limited partners’ ownership percentage immediately after each issuance of units of the Operating Partnership and/or shares of the Company’s common stock and after each purchase of treasury stock through an adjustment to additional paid-in capital. Net income or net loss is allocated to the minority interest in the Operating Partnership based on the weighted-average percentage ownership throughout the period.

8

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Revenue Recognition—Revenues from operations of the hotels are recognized when the services are provided. Revenues consist of room sales, food and beverage sales, and other hotel department revenues, such as golf, parking, telephone, and gift shop sales.

Deferred Financing Costs—Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations.

Debt Discounts or Premiums—Debt assumed in connection with hotel property acquisitions is recorded at fair value at the acquisition date and any resulting discount or premium is amortized through interest expense in the consolidated statements of operations over the remaining term of the debt.

Income Taxes—The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code. As a REIT, the Company generally will not be subject to federal income tax on that portion of its net income (loss) that does not relate to HHC TRS, the Company’s wholly owned taxable REIT subsidiary. HHC TRS, which leases the Company’s hotels from the Operating Partnership, is subject to federal and state income taxes.

The Company accounts for income taxes in accordance with the provisions of Statement of Financial Accounting Standards No. 109,Accounting for Income Taxes (“SFAS 109”). Under SFAS 109, the Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided if based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Earnings Per Share—Basic net income (loss) per common share is calculated by dividing net income (loss) available to common stockholders, less dividends on unvested restricted common stock, by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) available to common stockholders, less dividends on unvested restricted common stock, by the weighted-average number of common shares outstanding during the period, plus other potentially dilutive securities, such as unvested shares of restricted common stock and warrants. The outstanding Operating Partnership units (which may be redeemed for common shares) have been excluded from the diluted net income (loss) per common share calculation, as there would be no effect on reported diluted net income (loss) per common share.

Stock-Based Compensation—From time-to-time, the Company grants restricted stock awards to employees. To-date, the Company has granted three types of restricted stock awards: (1) awards that vest solely on continued employment (time-based awards); (2) awards that vest based on the Company achieving specified levels of funds from operations (FFO) and continued employment (performance-based awards); and (3) awards that vest based on the Company achieving specified levels of relative total shareholder return and continued employment (market-based awards). The Company measures stock-based compensation expense for the restricted stock awards based on the fair value of the awards on the date of grant. The fair value of time-based awards and performance-based awards is determined based on the average trading price of the Company’s common stock on the date of grant. The fair value of market-based awards is determined using a Monte Carlo simulation. For time-based awards, stock-based compensation expense is recognized on a straight-line basis over the life of the entire award. For performance-based awards and market-based awards, stock-based compensation expense is recognized over the requisite service period for each award. The requisite service period for the market-based

9

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

awards is derived from the Monte Carlo simulation. No compensation cost is recognized for awards for which employees do not render the requisite service.

Comprehensive Income (Loss)—Comprehensive income (loss), as defined, includes all changes in stockholders’ equity during a period from non-owner sources. The Company does not have any items of comprehensive income (loss) other than net income (loss).

Treasury Stock—The Company records treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.

Segment Information—Statement of Financial Accounting Standards No. 131,Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”), requires public entities to report certain information about operating segments. Based on the guidance provided in SFAS 131, the Company has determined that its business is conducted in one reportable segment, hotel ownership.

Use of Estimates—The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications—Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation.

New Accounting Pronouncements—FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”), prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. FIN 48 applies to all tax positions related to income taxes subject to Statement of Financial Accounting Standards No. 109,Accounting for Income Taxes. The Company will adopt the provisions of this interpretation beginning in the first quarter of 2007. The cumulative effect of applying the provisions of FIN 48 will be reported as an adjustment to the opening balance of retained earnings on January 1, 2007. The Company does not anticipate that the adoption of FIN 48 will have a material effect on its results of operations, financial position, or cash flows.

3. Acquisition of Hotel Properties

During 2005, the Company acquired six hotel properties, consisting of 1,761 rooms, for approximately $322.0 million. The hotel properties acquired were:

Property	Number of Rooms	Location	Acquired
Sheraton Annapolis	196	Annapolis, MD	February 4, 2005
Barceló Tucancun Beach	332	Cancun, Mexico	April 15, 2005
Wyndham Palm Springs	410	Palm Springs, CA	July 14, 2005
Hilton Boston Back Bay	385	Boston, MA	October 24, 2005
Westin Princeton at Forrestal Village	294	Princeton, NJ	November 15, 2005
The Churchill	144	Washington, DC	December 9, 2005
Total number of rooms	1,761

10

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On February 24, 2006, the Company acquired the 673-room Nashville Renaissance hotel in Nashville, Tennessee for approximately $80.3 million. In conjunction with the acquisition, the Company assumed a lease agreement for the land underlying the hotel and a portion of the adjoining convention center with an initial term ending June 2017, with seven 10-year renewal options. The Company entered into a long-term agreement with Marriott International, Inc. to manage the property.

On March 15, 2006, the Company acquired the 240-room Melrose hotel in Washington, DC for approximately $77.0 million. The Company entered into a long-term agreement with Crestline Hotels & Resorts, Inc. to manage the property as an independent hotel.

On March 16, 2006, the Company acquired the 585-room Pointe Hilton Tapatio Cliffs resort in Phoenix, Arizona for approximately $81.9 million. The Company entered into a long-term agreement with Hilton Hotels Corporation to manage the hotel property.

On June 1, 2006, the Company acquired the newly developed 210-room Courtyard Gaithersburg Washingtonian Center hotel in Gaithersburg, Maryland for approximately $30.1 million. The acquisition had been under a definitive agreement since June 2004, at which time the Company placed $8 million of the purchase price into escrow pending completion of the development. The Company entered into a long-term agreement with Marriott International, Inc. to manage the property.

On September 22, 2006, the Company acquired the 444-room Ritz-Carlton Atlanta Downtown hotel in Atlanta, Georgia for approximately $77.4 million. The Company assumed the existing management agreement under which the Ritz-Carlton Hotel Company LLC will continue to operate the hotel.

The combined preliminary allocation of the 2006 purchase prices to the acquired assets and liabilities based on their fair values was as follows (in thousands):

	2006 Acquisitions
Land and land improvements	$	50,564
Buildings and leasehold improvements		267,278
Furniture, fixtures and equipment		30,800
Cash		126
Restricted cash		524
Accounts receivable, net		1,370
Prepaid assets and other assets		2,402
Accounts payable and accrued expenses		(6,492	)
Net assets acquired	$	346,572

The results of operations for each of the hotel properties are included in the Company’s consolidated statements of operations from their respective acquisition dates. The following pro forma financial information presents the results of operations of the Company for the three and nine months ended September 30, 2006 and 2005 as if the Nashville Renaissance hotel, The Melrose hotel, the Pointe Hilton Tapatio Cliffs resort, and the Ritz-Carlton Atlanta Downtown hotel acquisitions, as well as the hotel acquisitions that occurred in 2005 (except for the Barceló Tucancun Beach resort), and the financing transactions necessary to acquire the hotel properties had taken place on January 1, 2005. The pro forma financial information does not include discontinued operations related to the Marriott Mount Laurel hotel and the Barceló Tucancun Beach resort, which were sold on June 29, 2006 and August 31, 2006, respectively. In addition, no pro forma adjustments have been included for the newly developed Courtyard Gaithersburg Washingtonian Center hotel. The pro forma results have been

11

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

prepared for comparative purposes only and do not purport to be indicative of the results of operations that would have actually occurred had the transactions taken place on January 1, 2005, or of future results of operations (in thousands, except per share data).

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006		2005
	(unaudited)						(unaudited)
Total revenue	$	106,263		$	95,413		$	345,024	$	307,069
Total operating expenses		95,840			88,300			291,120		269,163
Operating income		10,423			7,113			53,904		37,906
Net income (loss)		(265	)		(2,177	)		21,021		9,686
Net income (loss) available to common stockholders		(1,840	)		(3,752	)		16,296		4,961
Net income (loss) per common share:
Basic and diluted		(.03	)		(.07	)		.27		.08

4. Investment in Hotel Properties

Investment in hotel properties as of September 30, 2006 and December 31, 2005 consisted of the following (in thousands):

	September 30, 2006			December 31, 2005
Land and land improvements	$	142,478		$	103,133
Buildings and leasehold improvements		1,010,666			756,971
Furniture, fixtures and equipment		113,441			70,220
Construction-in-progress		6,692			18,287
		1,273,277			948,611
Less: accumulated depreciation and amortization		(67,590	)		(38,079	)
	$	1,205,687		$	910,532

5. Discontinued Operations

On June 29, 2006, the Company sold the Marriott Mount Laurel hotel in Mount Laurel, New Jersey for net sales proceeds of approximately $31.8 million and recognized a gain of approximately $7.4 million.

On August 31, 2006, the Company sold the Barceló Tucancun Beach resort to Playa Hotels & Resorts, S.L. for net sales proceeds of approximately $38.5 million and recognized a gain of approximately $1.3 million, net of taxes of $0.6 million. Playa Hotels & Resorts, S.L., a related party, is partially owned by Barceló Corporación Empresarial, S.A. Barceló Crestline Corporation (“Barceló Crestline”), a wholly owned subsidiary of Barceló Corporación Empresarial, S.A. and the Company’s preferred operator managing 48% of the Company’s hotel rooms, advises Playa Hotels & Resorts, S.L. in evaluating investment opportunities. The Company’s non-executive Chairman, Bruce D. Wardinski, is the Chief Executive Officer of Barceló Crestline and the Chairman and Chief Executive Officer of Playa Hotels & Resorts, S.L. The sale of this resort was unanimously approved by a special committee consisting of the Company’s independent directors.

The results of operations for the Marriott Mount Laurel hotel and the Barceló Tucancun Beach resort have been reclassified as discontinued operations in the consolidated statements of operations for all periods presented. For the three months ended September 30, 2006 and 2005, total revenues for the Marriott Mount Laurel hotel and the Barceló Tucancun Beach resort were approximately $3.9 million and $4.4 million,

12

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

respectively, and pre-tax income from operations was $1.9 million and $0.5 million, respectively. For the nine months ended September 30, 2006 and 2005, total revenues for the Marriott Mount Laurel hotel and the Barceló Tucancun Beach resort were approximately $9.6 million and $10.1 million, respectively, and pre-tax income from operations was $1.3 million and $1.2 million, respectively.

6. Hurricane Wilma

On October 22, 2005, Hurricane Wilma made landfall in Cancun, Mexico causing substantial wind and water damage to the Barceló Tucancun Beach resort. After six months of restoration, the resort reopened for business on April 22, 2006. The Company had comprehensive insurance coverage for both property damage and business interruption. In August 2006, the Company finalized the settlement of its insurance claim relating to the damages for approximately $9 million, all of which has been received. Approximately $6.6 million of the insurance proceeds related to property damage coverage and approximately $2.4 million related to business interruption coverage. For the three months ended September 30, 2006, the Company recorded a gain on settlement of insurance claim of approximately $1.3 million, net of taxes of approximately $0.5 million. The net gain is included in income from hotel properties sold in the consolidated statements of operations.

7. Long-Term Debt

On January 6, 2006, the Company completed a $35 million financing secured by the Westin Princeton at Forrestal Village hotel. The loan bears a fixed annual interest rate of 5.97% and matures on February 1, 2013. Principal payments will commence in February 2007 and will be based on a 30-year amortization period.

On February 24, 2006, the Company extinguished its $100 million term loan facility and completed a separate unsecured revolving credit facility with a syndicate of banks. In connection with the extinguishment, the Company wrote off approximately $1.1 million of remaining unamortized deferred financing costs related to the term loan facility.

The revolving credit facility provides aggregate revolving loan commitments of up to $150 million with an option to increase the amount of the facility by up to $50 million. The amount that the Company can borrow under the revolving credit facility is based on the value of the Company’s unencumbered hotel properties included in the borrowing base, as defined in the credit agreement. As of September 30, 2006, the maximum borrowing availability under the facility was $150 million, of which $94 million had been drawn.

Borrowings under the revolving credit facility bear interest at variable rates equal to, at the Company’s option, either (a) LIBOR, plus a credit spread, or (b) a base rate, plus a credit spread. The base rate in effect on any given day is equal to the higher of (a) the prime rate published by Wells Fargo Bank, N.A., or (b) the Federal Funds Rate announced by the Federal Reserve Bank, plus 0.5%. The credit spread is reset each quarter based on the Company’s current leverage ratio. The credit agreement contains standard financial covenants, including certain leverage ratios, coverage ratios, and a minimum tangible net worth. The Company is required to pay an unused fee of 0.20% per annum on the amount of unused capacity under the credit facility. The facility matures on February 23, 2009 and has a one-year extension option.

On March 13, 2006, the Company completed a $52 million financing secured by the Nashville Renaissance hotel. The loan bears a fixed annual interest rate of 6.11% and matures on April 1, 2013. Principal payments commenced in April 2006 and are based on a 25-year amortization period.

On August 30, 2006, the Company completed a $55.3 million financing secured by the Pointe Hilton Tapatio Cliffs resort. The loan bears a fixed annual interest rate of 6.28% and matures on September 1, 2016. Principal payments will commence in September 2008 and will be based on a 30-year amortization period.

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HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of September 30, 2006, the Company was in compliance with the financial covenants contained in its loan agreements. Also as of that date, the Company’s weighted-average interest rate on its long-term debt was 6.32%.

8. Earnings Per Share

The following is a reconciliation of the amounts used in calculating basic and diluted net income per common share (in thousands, except share and per share data):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
Numerator:
Net income available to common stockholders	$	706		$	763		$	21,043		$	4,957
Less: discontinued operations		(2,405	)		(481	)		(10,415	)		(1,118	)
Less: dividends on unvested restricted common stock		(230	)		(88	)		(503	)		(260	)
Net income (loss) from continuing operations available to common stockholders	$	(1,929	)	$	194		$	10,125		$	3,579
Denominator:
Weighted-average number of common shares outstanding—basic		59,419,409			39,835,652			57,276,750			39,557,325
Effect of dilutive securities:
Unvested restricted common stock		415,634			238,277			168,439			163,847
Warrants		69,805			93,120			101,641			66,144
Weighted-average number of common shares outstanding—diluted		59,904,848			40,167,049			57,546,830			39,787,316
Net income (loss) per common share—basic:
Continuing operations	$	(.03	)	$	—		$	.18		$	.09
Discontinued operations		.04			.01			.18			.03
Net income available to common stockholders(1)	$	.01		$	.02		$	.36		$	.12
Net income (loss) per common share—diluted:
Continuing operations	$	(.03	)	$	—		$	.18		$	.09
Discontinued operations		.04			.01			.18			.03
Net income available to common stockholders(1)	$	.01		$	.02		$	.36		$	.12

(1) per share amounts may not add due to rounding.

9. Dividends

For the three months ended September 30, 2006, the Company’s board of directors declared a cash dividend payable to the Company’s common stockholders of record as of September 29, 2006 of $.19 per common share. The dividend was paid on October 13, 2006.

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HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On August 15, 2006, the Company paid a quarterly cash dividend of $.4921875 per share of Series A preferred stock. On October 3, 2006, the Company’s board of directors declared a quarterly cash dividend of $.4921875 per share of Series A preferred stock. The dividend will be paid on November 15, 2006 to holders of record as of November 1, 2006.

10. Capital Stock

Common Stock—On March 14, 2006, the Company completed an underwritten public offering and sold 7,300,000 shares of common stock at a price of $12.35 per share. After deducting underwriting discounts and offering expenses, the Company generated net proceeds of approximately $88.1 million.

Warrants—In connection with the IPO, the Company granted to its lead managing underwriter, as partial consideration for its services, warrants representing the right to acquire 888,488 shares of common stock. The warrants are exercisable for a period of five years commencing December 19, 2003 at an exercise price of $10 per share. For the nine months ended September 30, 2006, the underwriter acquired 681,275 shares of common stock upon exercises of the warrants. As of September 30, 2006, the Company has reserved 207,213 shares of common stock for issuance upon additional exercises of the warrants.

Treasury Stock—For the nine months ended September 30, 2006 and 2005, the Company purchased 14,674 shares and 12,452 shares, respectively, of common stock from employees to satisfy the minimum statutory tax withholding requirements related to the vesting of their shares of restricted common stock.

Operating Partnership Units—Holders of Operating Partnership units have certain redemption rights, which enable them to cause the Operating Partnership to redeem their units in exchange for, at the sole discretion of the Operating Partnership, either shares of the Company’s common stock on a one-for-one basis or cash per unit equal to the market price of the Company’s common stock at the time of redemption. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the limited partners or the stockholders of the Company. As of September 30, 2006, the total number of Operating Partnership units outstanding owned by third-party limited partners was 529,850.

11. Stock Incentive Plan

On May 23, 2006, the Company’s stockholders approved the amendment and restatement of the 2003 Omnibus Stock Incentive Plan, as amended and restated (the “Plan”), which authorizes the issuance of options to purchase shares of common stock and the grant of stock awards, stock appreciation rights, deferred shares, performance shares and performance units. Employees and directors of the Company and other persons that provide consulting services to the Company are eligible to participate in the Plan. The compensation policy committee of the board of directors administers the Plan and determines the numbers of awards to be granted, the vesting period, and the exercise price, if any.

The Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options may only be granted to persons who are employees of the Company. The exercise price for granted options cannot be less than the fair market value of the Company’s common stock on the date the option is granted, and in the event a participant is deemed to be a 10% or more owner of the Company, the exercise price of an incentive stock option cannot be less than 110% of the fair market value of the Company’s common stock on the date the option is granted. No participant may be granted incentive stock options that are exercisable for the first time in any calendar year for common stock having a total fair market value (determined as of the option grant), in excess of $100,000. As of September 30, 2006, no stock options had been granted under the Plan.

15

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Plan also provides for the grant of stock awards. A stock award may be subject to payment by the participant of a purchase price for shares of common stock subject to a stock award, and a stock award may be subject to vesting requirements or transfer restrictions or both as determined by the compensation policy committee of the board of directors. Those conditions may include, for example, a requirement that the participant complete a specified period of service or that certain performance objectives be achieved. Transfer of the shares of common stock subject to a stock award normally will be restricted prior to vesting.

Under the Plan, the maximum number of shares of common stock that may be subject to stock options, stock awards, deferred shares or performance shares or covered by stock appreciation rights is 5,002,000 shares. No one participant may receive awards for more than 500,000 shares of common stock in any one calendar year. The maximum number of performance units that may be granted to a participant in any one calendar year is 750,000 for each full or fractional year included in the performance period for the award granted during the calendar year. These limitations, and the terms of outstanding awards, will be adjusted without the approval of the Company’s stockholders as the compensation policy committee of the board of directors determines is appropriate in the event of a stock dividend, stock split, reclassification of stock or similar events. If an award terminates, expires, is forfeited or becomes unexercisable, the shares of common stock subject to such award become available for future awards under the Plan. In addition, shares which are granted under any type of award under the Plan and which are repurchased or reacquired by the Company at the original purchase price for such shares also become available for future awards under the Plan. As of September 30, 2006, subject to increases resulting from the forfeiture of currently outstanding awards, 2,667,989 shares of common stock were reserved and available for future issuances under the Plan.

The board of directors may amend or terminate the Plan at any time, but an amendment will not become effective without the approval of the Company’s stockholders (within 12 months of the date such amendment is adopted by the board of directors) if it increases the aggregate number of shares of common stock that may be granted under the Plan. No amendment or termination of the Plan will affect a participant’s rights under outstanding awards without the participant’s consent.

On May 23, 2006, the Company granted 1,340,000 shares of restricted common stock to certain employees. Three types of shares were granted: (1) 893,332 shares that vest solely on continued employment (time-based awards); (2) 148,889 shares that vest based on the Company achieving specified levels of FFO and continued employment (performance-based awards); and (3) 297,779 shares that vest based on the Company achieving specified levels of relative total shareholder return and continued employment (market-based awards). The time-based awards are eligible to vest 10% in 2007, 25% in 2008, 30% in 2009, and 35% in 2010. The performance-based awards and market-based awards are eligible to vest 25% in each of 2007 through 2010. Additional vesting of market-based awards may also occur in 2010 if the cumulative level of relative total shareholder return during the entire performance measurement period results in a higher total number of shares being vested than the total number of shares that vested based on relative total shareholder return on an individual year basis. Dividends on the shares of restricted common stock will accrue, but will not be paid unless the related shares vest. The fair value of the market-based awards was determined using a Monte Carlo simulation with the following assumptions: volatility of 25.2% based on the Company’s stock price since the IPO; an expected term equal to the requisite service period for the awards; and a three-year risk-free interest rate of 4.90%.

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HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of September 30, 2006, there was approximately $13.1 million of unrecognized stock-based compensation expense related to shares of restricted common stock. The unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of 1.8 years. The following is a summary of the Company’s shares of restricted common stock for the nine months ended September 30, 2006:

	Number of Shares		Weighted-Average Grant-Date Fair Value
Restricted common stock as of December 31, 2005	359,168		$	10.36
Granted	1,340,000		$	11.54
Vested	(42,498	)	$	11.48
Forfeited	—			—
Restricted common stock as of September 30, 2006	1,656,670		$	11.28

12. Related-Party Transactions

Management Agreements—As of September 30, 2006, 14 of the Company’s 26 hotels operated pursuant to long-term management agreements with Crestline Hotels & Resorts, Inc. Crestline Hotels & Resorts, Inc. is a wholly owned subsidiary of Barceló Crestline, which sponsored the Company’s formation and IPO. Crestline Hotels & Resorts, Inc. receives a base management fee, and if the hotels meet and exceed certain performance thresholds, an incentive management fee. The base management fee for the hotels is generally between 2% and 3.5% of total gross revenues from the hotels. The incentive management fee, if any, for each hotel will be equal to 15% of the amount by which operating income for the fiscal year exceeds 11% of the Company’s capitalized investment in the hotel. The management agreements place a cap on the total amount of combined base and incentive management fees paid to Crestline Hotels & Resorts, Inc. for each hotel at 4.5% of gross revenues for each fiscal year.

For the three months ended September 30, 2006 and 2005, the Company paid Crestline Hotels & Resorts, Inc. approximately $1.3 million and $0.7 million, respectively, in management fees. For the nine months ended September 30, 2006 and 2005, the Company paid Crestline Hotels & Resorts, Inc. approximately $3.7 million and $2.1 million, respectively, in management fees.

Overhead and Cost-Sharing Arrangement—Since the Company’s inception, it has had an informal overhead and cost-sharing arrangement with Barceló Crestline whereby the Company has shared Barceló Crestline’s office space and related furniture, fixtures and equipment and certain support services, including human resources and information technology functions, in exchange for a monthly reimbursement of the estimated value to the Company from this sharing arrangement. For the three months ended September 30, 2006 and 2005, the Company paid Barceló Crestline approximately $40,000 and $36,000, respectively, under this arrangement. For the nine months ended September 30, 2006 and 2005, the Company paid Barceló Crestline approximately $120,000 and $162,000, respectively, under this arrangement.

13. Commitments and Contingencies

Ground and Building Leases—The Company leases the Portsmouth Renaissance hotel and adjoining conference center pursuant to two separate lease agreements, each with an initial term ending May 2049, with four ten-year renewal options and one nine-year renewal option. Base rent under the hotel lease is $50,000 per year. Annual percentage rent, if any, is equal to 100% of available net cash flow after payment of all hotel operating expenses, the base rent, real estate taxes, insurance and a cumulative priority annual return to the

Company of approximately $2 million, up to $0.2 million, then 50% of any remaining net cash flow until the

17

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

landlord has been paid percentage (and additional) rent of $10 million in aggregate, and thereafter 10% of net cash flow annually. If the Company sells or assigns the hotel lease, an additional rent payment equal to 50% of the net sales proceeds in excess of the Company’s capital investment in the hotel and unpaid annual return of 15% on the investment will be due. Annual rent under the conference center lease is equal to the lesser of $75,000 per year or the maximum amount of rent allowable under tax regulations so as to preserve the tax-exempt status of the Portsmouth Industrial Development Authority bonds issued in connection with the hotel and conference center.

The Company leases the conference center and parking facility adjoining the Sugar Land Marriott hotel pursuant to a lease agreement with an initial term ending October 2102. The minimum rent is $1 per year, plus an incentive rent payment for the first 25 years of the term of the lease. If during any of those first 25 years, the Company’s cumulative internal rate of return on investment in the hotel exceeds 15%, then the Company will pay incentive rent in an amount equal to 36% of the net cash flow for the applicable year in excess of the amount of net cash flow that would be necessary to generate a cumulative internal rate of return of 15%.

The Company leases the land underlying the Nashville Renaissance hotel and a portion of the adjoining convention center pursuant to a lease agreement with an initial term ending June 2017, with seven 10-year renewal options. Base rent under the lease is $0.5 million per year. Annual percentage rent is equal to 20% of available net cash flow after payment of all hotel operating expenses, the base rent, real estate taxes, insurance, debt service, property improvement reserve funding, and a priority annual return to the Company of 15% of the Company’s capitalized investment in the hotel. If the Company sells or assigns the hotel lease, an additional payment equal to 20% of the net sales proceeds in excess of the Company’s capital investment in the hotel will be due. In addition, if the Company refinances the debt secured by the hotel, an additional payment equal to 20% of the net cash proceeds will be due.

Percentage and incentive rent is accrued when it becomes probable that the specified thresholds will be achieved. No percentage or incentive rent was recognized in any period presented in the consolidated financial statements, as the thresholds were not expected to be met.

The Company leases the land underlying the Sheraton Annapolis hotel pursuant to a lease agreement with an initial term ending September 2059. Annual rent due under the lease is approximately $0.3 million and increases each year over the remaining term of the lease by 40% of the increase in the Consumer Price Index (CPI) for that year. In addition, the land will be appraised every five years and the annual rent will be increased to an amount equal to the product of the appraised value and 12%. However, annual rent will not be increased by an amount greater than 10% of the annual rent for the preceding year.

The Company leases the land underlying the Wyndham Palm Springs hotel pursuant to a sub-lease agreement with an initial term ending December 2059, with a 25-year renewal option. Annual rent due under the lease is the greater of base rent or percentage rent. Annual base rent for the years 2005 through 2009 is approximately $0.9 million. Base rent increases every five years over the remaining term of the lease by the increase in the CPI over that same five-year period; however, the increase in base rent every five years will not be increased by an amount greater than 30% of the base rent for the preceding five-year period. Annual percentage rent is equal to the sum of 4% of rooms gross receipts, 2% of food and beverage gross receipts, and 10% of tenant rentals.

Management Agreements—As of September 30, 2006, the Company’s hotel properties operated pursuant to long-term agreements with five management companies, including Crestline Hotels & Resorts, Inc. (14 hotels), Marriott International, Inc. (6 hotels), Hyatt Corporation (2 hotels), McKibbon Hotel Management, Inc. (2 hotels), and Hilton Hotels Corporation (2 hotels). Each management company receives a base management fee

18

HIGHLAND HOSPITALITY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

generally between 2% and 4% of hotel revenues. The management companies are also eligible to receive an incentive management fee if hotel operating income, as defined in the management agreements, exceeds certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.

Franchise Agreements—As of September 30, 2006, 14 of the Company’s 26 hotel properties operated pursuant to franchise agreements from national hotel companies. Pursuant to the franchise agreements, the Company pays a royalty fee generally between 4% and 5% of room revenues, plus additional fees for marketing, central reservation systems, and other franchisor costs that amount to between 3% and 4% of room revenues from the hotels. 10 of the Company’s 26 hotel properties, which include the Hyatt Regency Savannah hotel, the Hyatt Regency Wind Watch Long Island hotel, the Dallas/Fort Worth Airport Marriott hotel, the Nashville Renaissance hotel, the Ritz-Carlton Atlanta Downtown hotel, the Courtyard Boston Tremont hotel, the Courtyard Denver Airport hotel, the Courtyard Gaithersburg Washingtonian Center hotel, the Hilton Boston Back Bay hotel, and the Pointe Hilton Tapatio Cliffs resort are managed by Hyatt Corporation, Marriott International, Inc., or Hilton Hotels Corporation. The management agreements for these 10 hotel properties allow the hotel properties to operate under the respective brand. With respect to the Company’s other two hotel properties, The Churchill hotel and The Melrose hotel operate as independent hotels.

Property Improvement Reserves—Pursuant to its management, franchise and loan agreements, the Company is required to establish a property improvement reserve for each hotel to cover the cost of replacing furniture, fixtures and equipment at the hotels. Contributions to the property improvement reserve are based on a percentage of gross revenues or receipts at each hotel. The Company is generally required to contribute between 3% and 5% of gross revenues each month over the term of the agreements.

Litigation—The Company is not involved in any material litigation nor, to its knowledge, is any material litigation threatened against the Company.

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Highland Hospitality Corporation is a self-advised REIT that owns upscale full-service, premium limited-service, and extended-stay properties located in major convention, business, resort and airport markets in the United States. We commenced operations on December 19, 2003 when we completed our IPO and concurrently acquired our first three hotel properties. As of September 30, 2006, we owned the following 26 hotel properties:

Property	Number of Rooms	Location	Acquired
Portsmouth Renaissance and Conference Center	249	Portsmouth, VA	December 19, 2003
Sugar Land Marriott and Conference Center	300	Sugar Land, TX	December 19, 2003
Hilton Garden Inn Virginia Beach Town Center	176	Virginia Beach, VA	December 19, 2003
Plaza San Antonio Marriott	252	San Antonio, TX	December 29, 2003
Hyatt Regency Savannah	351	Savannah, GA	December 30, 2003
Hilton Tampa Westshore	238	Tampa, FL	January 8, 2004
Hilton Garden Inn BWI Airport	158	Linthicum, MD	January 12, 2004
Dallas/Fort Worth Airport Marriott	491	Dallas/Fort Worth, TX	May 10, 2004
Residence Inn Tampa Downtown	109	Tampa, FL	August 2, 2004
Courtyard Savannah Historic District	156	Savannah, GA	August 2, 2004
Hyatt Regency Wind Watch Long Island	358	Hauppauge, NY	August 19, 2004
Courtyard Boston Tremont	315	Boston, MA	August 19, 2004
Crowne Plaza Atlanta-Ravinia	495	Atlanta, GA	August 19, 2004
Hilton Parsippany	509	Parsippany, NJ	August 19, 2004
Omaha Marriott	299	Omaha, NE	September 15, 2004
Courtyard Denver Airport	202	Denver, CO	September 17, 2004
Sheraton Annapolis	196	Annapolis, MD	February 4, 2005
Wyndham Palm Springs	410	Palm Springs, CA	July 14, 2005
Hilton Boston Back Bay	385	Boston, MA	October 24, 2005
Westin Princeton at Forrestal Village	294	Princeton, NJ	November 15, 2005
The Churchill	144	Washington, DC	December 9, 2005
Nashville Renaissance	673	Nashville, TN	February 24, 2006
The Melrose	240	Washington, DC	March 15, 2006
Pointe Hilton Tapatio Cliffs	585	Phoenix, AZ	March 16, 2006
Courtyard Gaithersburg Washingtonian Center	210	Gaithersburg, MD	June 1, 2006
Ritz-Carlton Atlanta Downtown	444	Atlanta, GA	September 22, 2006
Total number of rooms	8,239

Substantially all of our assets are held by, and all of our operations are conducted through, Highland Hospitality, L.P. (our “Operating Partnership”). In order for us to qualify as a REIT, neither our company nor the Operating Partnership can operate hotels directly. Therefore, the Operating Partnership, which is owned approximately 99% by us and approximately 1% by other limited partners, leases its hotels to subsidiaries of HHC TRS Holding Corporation (collectively, “HHC TRS”), which is a wholly owned subsidiary of the Operating Partnership. HHC TRS then engages hotel management companies to operate the hotels pursuant to management contracts. HHC TRS is treated as a taxable REIT subsidiary for federal income tax purposes.

20

Key Operating Metrics

Hotel results of operations are best explained by three key performance indicators: occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”), which is room revenue divided by total number of room nights. RevPAR does not include food and beverage revenues or other ancillary revenues, such as golf, telephone, parking or other guest services provided by the property.

Occupancy is a major driver of room revenue, as well as other revenue categories, such as food and beverage and telephone. ADR helps to drive room revenue as well; however, it does not have a direct effect on other revenue categories. Fluctuations in occupancy are accompanied by fluctuations in most categories of variable operating costs, such as utility costs and certain labor costs such as housekeeping, resulting in varying levels of hotel profitability. Increases in ADR typically result in higher hotel profitability since variable hotel expenses generally do not increase correspondingly. Thus, increases in RevPAR attributable to increases in occupancy are accompanied by increases in most categories of variable operating costs, while increases in RevPAR attributable to increases in ADR are accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.

Executive Summary of Third Quarter Events

The lodging industry generated solid growth in the third quarter 2006 with industry-wide RevPAR up 6.0% for the quarter. The upper upscale and upscale segments, where we are focused, experienced RevPAR increases of 6.0% and 7.3%, respectively. For the third quarter 2006, the upper upscale and upscale segments’ occupancy rates were 73.3% and 73.1%, respectively, driving pricing power in these segments. ADRs for the upper upscale and upscale segments increased approximately $10 for the third quarter 2006 compared to the prior year period. Overall, the trends we saw in the first half of the year of strong group and business transient demand continued in the third quarter 2006. The decline in discounted business and business from third-party distribution channels continues to support rate growth. For the remainder of 2006, we expect these solid trends to continue. There will continue to be a modest decline in demand growth to the 2% range. However, with room supply remaining under 1% across the industry, we expect that RevPAR growth will be in the 6.5% to 7.0% range for the remainder of 2006. All in all, the economic dynamics for the lodging industry remain attractive.

We were very pleased with our hotel portfolio operating results during the third quarter 2006. For the fourth consecutive quarter, we achieved double-digit RevPAR growth in our comparable properties. For our total hotel portfolio, RevPAR increased 11.1% in the third quarter 2006, as compared to the third quarter 2005, and our comparable hotel portfolio RevPAR increased 10.6% for those same periods. In addition, for our total hotel portfolio, operating income margins increased 390 basis points in the third quarter 2006, as compared to the third quarter 2005, and our comparable hotel portfolio operating income margins increased 260 basis points for those same periods. This outstanding growth was largely driven by our recently renovated hotels, including the Hyatt Regency Savannah hotel, the Plaza San Antonio Marriott hotel, and the Courtyard Boston Tremont hotel, as well as our recent acquisitions, including the Hilton Boston Back Bay hotel, the Westin Princeton at Forrestal Village hotel, and the Nashville Renaissance hotel.

In the third quarter 2006, we acquired the 444-room Ritz-Carlton Atlanta Downtown hotel in Atlanta, Georgia for approximately $77.4 million. The acquisition of this hotel, representing our first investment in the luxury segment, was an opportunistic purchase of an urban Ritz-Carlton for a total investment of under $200,000 per key (including planned guestroom upgrades). During the third quarter 2006, we sold the Barceló Tucancun Beach resort for approximately $38.5 million, recording a net gain on the sale of approximately $1.3 million. The sale of the Barceló Tucancun Beach resort resulted from our shift in strategic focus toward opportunities located in the top U.S. markets. Given the increases in asset pricing in Mexico and the numerous other difficulties we have confronted in consummating transactions there, we believe that selling the Barceló Tucancun Beach resort was a prudent course of action.

We continue to maintain an active pipeline of investment opportunities and seek to selectively acquire high-quality assets located in major, high barrier-to-entry markets with strong current yields and solid bottom-line growth potential, while at the same time maintaining a prudent capital structure.

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Results of Operations

Comparison of three months ended September 30, 2006 and 2005

On August 31, 2006, we sold the Barceló Tucancun Beach resort for net sales proceeds of approximately $38.5 million and recognized a net gain of approximately $1.3 million. The results of operations for the Barceló Tucancun Beach resort have been reclassified as discontinued operations in the consolidated statements of operations for the three months ended September 30, 2006 and 2005.

Results of operations for the three months ended September 30, 2006 include the operating activity of 25 hotels for a full quarter and two hotels for a partial quarter. Results of operations for the three months ended September 30, 2005 include the operating activity of 19 hotels for a full quarter and one hotel for a partial quarter (see table above for hotel property acquisition dates). As such, comparisons of results of operations for the three months ended September 30, 2006 versus the three months ended September 30, 2005 are not meaningful.

Revenues—Total revenue for the three months ended September 30, 2006 was $99.7 million, as compared to $56.4 million for the comparable period in 2005. Total revenue for the three months ended September 30, 2006 included rooms revenue of $68.7 million, food and beverage revenue of $25.8 million, and other revenue of $5.1 million. Total revenue for the three months ended September 30, 2005 included rooms revenue of $39.2 million, food and beverage revenue of $15.1 million, and other revenue of $2.1 million.

Included in the following table are comparisons of the key operating metrics for our hotel portfolio for the three months ended September 30, 2006 and 2005. The comparisons do not include the results of operations for the recently sold Barceló Tucancun Beach resort and Marriott Mount Laurel hotel or the newly developed Courtyard Gaithersburg Washingtonian Center hotel. Since eight of our hotels owned as of September 30, 2006 were acquired in the second half of 2005 and 2006, the key operating metrics for the total hotel portfolio reflect the results of operations of those eight hotels under previous ownership for either a portion of, or the entire, three months ended September 30, 2005.

	Three Months Ended September 30,
	2006						2005 (Pro Forma)
	Occ %		ADR		RevPAR		Occ %		ADR		RevPAR
Total Hotel Portfolio (25 hotels)	72.8	%	$	134.65	$	98.00	71.1	%	$	124.05	$	88.23
Comparable Hotel Portfolio (17 hotels)(1)	72.8	%	$	129.62	$	94.32	71.8	%	$	118.73	$	85.30

(1) Includes hotel properties owned on January 1, 2005, as well as the Sheraton Annapolis hotel acquired on February 4, 2005.

For the three months ended September 30, 2006, RevPAR for our total hotel portfolio increased 11.1% to $98.00 from the comparable pro forma period in 2005. Occupancy increased by 1.7 percentage points to 72.8%, while ADR increased by 8.5% to $134.65. For our comparable hotel portfolio, RevPAR increased 10.6% to $94.32 from the comparable pro forma period in 2005. Occupancy increased by 1.0 percentage point to 72.8%, while ADR increased by 9.2% to $129.62. The increase in RevPAR for the third quarter 2006 versus the pro forma third quarter 2005 was largely a result of significant RevPAR increases at our recently renovated hotels, including the Hyatt Regency Savannah hotel, the Plaza San Antonio Marriott hotel, and the Courtyard Boston Tremont hotel. In addition, several of the hotels that we acquired in the last 12 months experienced significant RevPAR increases, including the Hilton Boston Back Bay hotel, the Westin Princeton at Forrestal Village hotel, and the Nashville Renaissance hotel. The Portsmouth Renaissance hotel, the Hilton Garden Inn Virginia Beach Town Center hotel, and the Courtyard Denver Airport hotel also experienced double-digit RevPAR increases for the third quarter 2006. Offsetting the RevPAR increases at the aforementioned hotels were The Melrose hotel and The Churchill hotel, which are located in Washington, D.C. and, consistent with the overall D.C. market, experienced decreases in RevPAR for the third quarter 2006. In addition, the Dallas/Fort Worth Airport Marriott hotel, the Sheraton Annapolis hotel, and the Hilton Parsippany hotel, all of which have been undergoing renovations, also experienced minimal-to-decreased RevPAR for the third quarter 2006.

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Hotel operating expenses—Hotel operating expenses, excluding depreciation and amortization, for the three months ended September 30, 2006 were $74.3 million, as compared to $42.1 million for the comparable period in 2005. Direct hotel operating expenses for the three months ended September 30, 2006 included rooms expenses of $15.7 million, food and beverage expenses of $19.2 million, and other direct expenses of $2.8 million. Direct hotel operating expenses for the three months ended September 30, 2005 included rooms expenses of $9.0 million, food and beverage expenses of $11.3 million, and other direct expenses of $1.1 million. Indirect hotel operating expenses, which includes management and franchise fees, real estate taxes, insurance, utilities, repairs and maintenance, advertising and sales, and general and administrative expenses, for the three months ended September 30, 2006 were $36.6 million, as compared to $20.7 million for the comparable period in 2005.

Hotel operating income and margins—Included in the following table are comparisons of hotel operating income (hotel revenues less hotel operating expenses) and hotel operating income margins (hotel operating income divided by hotel revenues) for our hotel portfolio for the three months ended September 30, 2006 and 2005. The comparisons do not include the results of operations for the recently sold Barceló Tucancun Beach resort and Marriott Mount Laurel hotel or the newly developed Courtyard Gaithersburg Washingtonian Center hotel. Since eight of our hotels owned as of September 30, 2006 were acquired in the second half of 2005 and 2006, the hotel operating income and hotel operating income margins for the total hotel portfolio reflect the results of operations of those eight hotels under previous ownership for either a portion of, or the entire, three months ended September 30, 2005.

	Three Months Ended September 30,
	2006				2005 (Pro Forma)
	$ (1)		% (2)		$ (1)		% (2)
Total Hotel Portfolio (25 hotels)	$	24.9	25.4	%	$	19.2	21.5	%
Comparable Hotel Portfolio (17 hotels)(3)	$	17.6	29.3	%	$	14.3	26.7	%

(1) In millions.

(2) Percentage of hotel revenue.

(3) Includes hotel properties owned on January 1, 2005, as well as the Sheraton Annapolis hotel acquired on February 4, 2005.

For the three months ended September 30, 2006, hotel operating income for our total hotel portfolio increased 29.8% to $24.9 million from the comparable pro forma period in 2005 and hotel operating income margins increased by 3.9 percentage points to 25.4%. For our comparable hotel portfolio, hotel operating income increased 22.7% to $17.6 million from the comparable pro forma period in 2005 and hotel operating income margins increased by 2.6 percentage points to 29.3%. The significant increase in hotel operating income and margins for the third quarter 2006 versus the pro forma third quarter 2005 was largely a result of significant operating income increases at our recently renovated hotels, including the Hyatt Regency Savannah hotel, the Courtyard Boston Tremont hotel, and the Hyatt Regency Wind Watch Long Island hotel. In addition, several of the hotels that we acquired in the last 12 months experienced significant operating income increases, including the Hilton Boston Back Bay hotel, the Westin Princeton at Forrestal Village hotel, and the Nashville Renaissance hotel.

Depreciation and amortization—Depreciation and amortization expense for the three months ended September 30, 2006 was $11.5 million, as compared to $5.9 million for the comparable period in 2005. The increase in depreciation and amortization expense for the three months ended September 30, 2006 versus the comparable period in 2005 was attributable to the increase in investment in hotel properties during 2005 and 2006.

Corporate general and administrative—Total corporate general and administrative expenses for the three months ended September 30, 2006 was $3.9 million, as compared to $2.3 million for the comparable period in 2005. Included in corporate general and administrative expenses for the three months ended September 30, 2006 and 2005 was $2.1 million and $0.8 million, respectively, of non-cash stock-based compensation expense. The increase in corporate general and administrative expenses is primarily a result of an increase in corporate franchise tax expense, due to the mix of states that we own hotels in, an increase in employee salaries, and additional stock-based compensation expense related to restricted stock awards granted in May 2006.

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Interest income—Interest income for the three months ended September 30, 2006 and 2005 was $0.4 million and $0.3 million, respectively.

Interest expense—Interest expense for the three months ended September 30, 2006 was $10.6 million, as compared to $6.5 million for the comparable period in 2005. The increase in interest expense for the three months ended September 30, 2006 versus the comparable period in 2005 was directly attributable to the increase in long-term debt during 2005 and 2006.

Income tax benefit—Income tax benefit for the three months ended September 30, 2006 and 2005 was $0.1 million and $0.4 million, respectively. The income tax benefits resulted from taxable operating losses incurred by our TRS for the three months ended September 30, 2006 and 2005.

Net income—Net income for the three months ended September 30, 2006 was $2.3 million, as compared to $0.8 million for the comparable period in 2005, due to the items discussed above.

Comparison of nine months ended September 30, 2006 and 2005

On June 29, 2006, we sold the Marriott Mount Laurel hotel for net sales proceeds of approximately $31.8 million and recognized a gain of approximately $7.4 million. On August 31, 2006, we sold the Barceló Tucancun Beach resort for net sales proceeds of approximately $38.5 million and recognized a net gain of approximately $1.3 million. The results of operations for the Marriott Mount Laurel hotel and the Barceló Tucancun Beach resort have been reclassified as discontinued operations in the consolidated statements of operations for the nine months ended September 30, 2006 and 2005.

Results of operations for the nine months ended September 30, 2006 include the operating activity of 21 hotels for a full nine months and seven hotels for a partial nine months. Results of operations for the nine months ended September 30, 2005 include the operating activity of 17 hotels for a full nine months and three hotels for a partial nine months (see table above for hotel property acquisition dates). As such, comparisons of results of operations for the nine months ended September 30, 2006 versus the nine months ended September 30, 2005 are not meaningful.

Revenues—Total revenue for the nine months ended September 30, 2006 was $297.9 million, as compared to $164.1 million for the comparable period in 2005. Total revenue for the nine months ended September 30, 2006 included rooms revenue of $199.5 million, food and beverage revenue of $83.9 million, and other revenue of $14.5 million. Total revenue for the nine months ended September 30, 2005 included rooms revenue of $109.7 million, food and beverage revenue of $48.4 million, and other revenue of $6.0 million.

Included in the following table are comparisons of the key operating metrics for our hotel portfolio for the nine months ended September 30, 2006 and 2005. The comparisons do not include the results of operations for the recently sold Barceló Tucancun Beach resort and Marriott Mount Laurel hotel or the newly developed Courtyard Gaithersburg Washingtonian Center hotel. Since eight of our hotels owned as of September 30, 2006 were acquired in the second half of 2005 and 2006, the key operating metrics for the total hotel portfolio reflect the results of operations of those eight hotels under previous ownership for either a portion of, or the entire, nine months ended September 30, 2005.

	Nine Months Ended September 30,
	2006						2005 (Pro Forma)
	Occ %		ADR		RevPAR		Occ %		ADR		RevPAR
Total Hotel Portfolio (25 hotels)	73.0	%	$	139.76	$	102.03	70.8	%	$	128.15	$	90.79
Comparable Hotel Portfolio (17 hotels)(1)	72.3	%	$	130.95	$	94.69	69.5	%	$	119.33	$	82.99

(1) Includes hotel properties owned on January 1, 2005, as well as the Sheraton Annapolis hotel acquired on February 4, 2005.

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For the nine months ended September 30, 2006, RevPAR for our total hotel portfolio increased 12.4% to $102.03 from the comparable pro forma period in 2005. Occupancy increased by 2.2 percentage points to 73.0%, while ADR increased by 9.1% to $139.76. For our comparable hotel portfolio, RevPAR increased 14.1% to $94.69 from the comparable pro forma period in 2005. Occupancy increased by 2.8 percentage points to 72.3%, while ADR increased by 9.7% to $130.95. The increase in RevPAR for the nine months ended September 30, 2006 versus the pro forma nine months ended September 30, 2005 was largely a result of significant RevPAR increases at our recently renovated hotels, including the Hyatt Regency Savannah hotel, the Crown Plaza Atlanta-Ravinia hotel, the Plaza San Antonio Marriott hotel, and the Courtyard Boston Tremont hotel. In addition, several of the hotels that we acquired in the last 12 months experienced significant RevPAR increases, including the Hilton Boston Back Bay hotel and the Wyndham Palm Springs hotel. The Sugar Land Marriott hotel, the Hilton Garden Inn Virginia Beach Town Center hotel, the Hilton Tampa Westshore hotel, the Omaha Marriott, and the Courtyard Denver Airport hotel also experienced double-digit RevPAR increases for the nine months ended September 30, 2006. Offsetting the RevPAR increases at the aforementioned hotels were the Dallas/Fort Worth Airport Marriott hotel, the Sheraton Annapolis hotel, and the Hilton Parsippany hotel, all of which have been undergoing renovations and experienced minimal-to-decreased RevPAR for the nine months ended September 30, 2006.

Hotel operating expenses—Hotel operating expenses, excluding depreciation and amortization, for the nine months ended September 30, 2006 were $211.5 million, as compared to $121.1 million for the comparable period in 2005. Direct hotel operating expenses for the nine months ended September 30, 2006 included rooms expenses of $43.5 million, food and beverage expenses of $57.2 million, and other direct expenses of $7.4 million. Direct hotel operating expenses for the nine months ended September 30, 2005 included rooms expenses of $24.9 million, food and beverage expenses of $33.7 million, and other direct expenses of $3.1 million. Indirect hotel operating expenses, which includes management and franchise fees, real estate taxes, insurance, utilities, repairs and maintenance, advertising and sales, and general and administrative expenses, for the nine months ended September 30, 2006 were $103.4 million, as compared to $59.4 million for the comparable period in 2005.

Hotel operating income and margins—Included in the following table are comparisons of hotel operating income (hotel revenues less hotel operating expenses) and hotel operating income margins (hotel operating income divided by hotel revenues) for our hotel portfolio for the nine months ended September 30, 2006 and 2005. The comparisons do not include the results of operations for the recently sold Barceló Tucancun Beach resort and Marriott Mount Laurel hotel or the newly developed Courtyard Gaithersburg Washingtonian Center hotel. Since eight of our hotels owned as of September 30, 2006 were acquired in the second half of 2005 and 2006, the hotel operating income and hotel operating income margins for the total hotel portfolio reflect the results of operations of those eight hotels under previous ownership for either a portion of, or the entire, nine months ended September 30, 2005.

	Nine Months Ended September 30,
	2006				2005 (Pro Forma)
	$ (1)		% (2)		$ (1)		% (2)
Total Hotel Portfolio (25 hotels)	$	86.1	29.1	%	$	67.2	25.2	%
Comparable Hotel Portfolio (17 hotels)(3)	$	54.9	29.8	%	$	43.2	26.7	%

(1) In millions.

(2) Percentage of hotel revenue.

(3) Includes hotel properties owned on January 1, 2005, as well as the Sheraton Annapolis hotel acquired on February 4, 2005.

For the nine months ended September 30, 2006, hotel operating income for our total hotel portfolio increased 28.1% to $86.1 million from the comparable pro forma period in 2005 and hotel operating income margins increased by 3.8 percentage points to 29.1%. For our comparable hotel portfolio, hotel operating income increased 27.3% to $54.9 million from the comparable pro forma period in 2005 and hotel operating income margins increased by 3.2 percentage points to 29.8%. The significant increase in hotel operating income and

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margins for the nine months ended September 30, 2006 versus the pro forma nine months ended September 30, 2005 was largely a result of significant operating income increases at our recently renovated hotels, including the Hyatt Regency Savannah hotel, the Crown Plaza Atlanta-Ravinia hotel, the Plaza San Antonio Marriott hotel, the Courtyard Boston Tremont hotel, and the Hyatt Regency Wind Watch Long Island hotel. In addition, several of the hotels that we acquired in the last 12 months experienced significant operating income increases, including the Hilton Boston Back Bay hotel, The Melrose hotel, the Nashville Renaissance hotel, the Pointe Hilton Tapatio Cliffs resort, and the Wyndham Palm Springs hotel. The Sugar Land Marriott hotel, the Omaha Marriott hotel, and the Courtyard Denver Airport hotel also experienced significant operating income increases for the nine months ended September 30, 2006.

Depreciation and amortization—Depreciation and amortization expense for the nine months ended September 30, 2006 was $30.8 million, as compared to $15.5 million for the comparable period in 2005. The increase in depreciation and amortization expense for the nine months ended September 30, 2006 versus the comparable period in 2005 was attributable to the increase in investment in hotel properties during 2005 and 2006.

Corporate general and administrative—Total corporate general and administrative expenses for the nine months ended September 30, 2006 was $10.5 million, as compared to $7.4 million for the comparable period in 2005. Included in corporate general and administrative expenses for the nine months ended September 30, 2006 and 2005 was $4.4 million and $2.4 million, respectively, of non-cash stock-based compensation expense. The increase in corporate general and administrative expenses is primarily a result of an increase in corporate franchise tax expense, due to the mix of states that we own hotels in, an increase in employee salaries, and additional stock-based compensation expense related to restricted stock awards granted in May 2006.

Interest income—Interest income for the nine months ended September 30, 2006 and 2005 was $1.4 million and $0.8 million, respectively.

Interest expense—Interest expense for the nine months ended September 30, 2006 was $28.4 million, as compared to $17.5 million for the comparable period in 2005. The increase in interest expense for the nine months ended September 30, 2006 versus the comparable period in 2005 was directly attributable to the increase in long-term debt during 2005 and 2006.

Income tax expense—Income tax expense for the nine months ended September 30, 2006 was $1.5 million, as compared to an income tax benefit of $0.6 million for the comparable period in 2005. Income tax expense for the nine months ended September 30, 2006 resulted from taxable operating income generated by our TRS, whereas the income tax benefit for the nine months ended September 30, 2005 resulted from taxable operating losses incurred by our TRS.

Net income—Net income for the nine months ended September 30, 2006 was $25.8 million, as compared to $5.0 million for the comparable period in 2005, due to the items discussed above.

Non-GAAP Financial Measures

Non-GAAP financial measures are measures of our historical or future financial performance that are different from measures calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These include: funds from operations (FFO) available to common stockholders, adjusted FFO available to common stockholders, EBITDA, and adjusted EBITDA.

FFO available to common stockholders—FFO available to common stockholders is defined as net income (loss) available to common stockholders, excluding depreciation and amortization and gains (losses) on sales of hotel properties. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Accordingly, we believe that FFO available to common stockholders is a useful financial measure for investors and management because it

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provides another indication of our performance, excluding real estate related depreciation and amortization. We also exclude gains (losses) on sales of hotel properties from net income (loss) available to common stockholders because we believe that by excluding gains (losses) on sales of hotel properties, investors and management are provided a more comparable financial measure of our operating performance.

Adjusted FFO available to common stockholders—We further adjust FFO available to common stockholders to exclude certain other non-recurring items, such as gains (losses) on early extinguishments of debt, because we believe that by excluding these non-recurring items, investors and management are provided a more comparable financial measure of our operating performance.

The following table reconciles FFO and adjusted FFO available to common stockholders to net income available to common stockholders for the three and nine months ended September 30, 2006 and 2005:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2006			2005		2006			2005
Net income available to common stockholders	$	706		$	763	$	21,043		$	4,957
Adjustments: Depreciation and amortization		11,473			5,907		30,837			15,499
Depreciation and amortization from discontinued operations		297			390		1,032			813
Gain on sale of hotel properties		(1,339	)		—		(8,766	)		—
FFO available to common stockholders		11,137			7,060		44,146			21,269
Adjustment: Loss on early extinguishment of debt		—			—		996			—
Adjusted FFO available to common stockholders	$	11,137		$	7,060	$	45,142		$	21,269

EBITDA—EBITDA is defined as net income before interest, income taxes and depreciation and amortization. We believe it is a useful financial measure for investors and management because it provides an indication of the operating performance of our hotel properties and is not impacted by our capital structure.

Adjusted EBITDA—We further adjust EBITDA to exclude gains (losses) on sales of hotel properties and certain other non-recurring items, such as gains (losses) on early extinguishments of debt, because we believe that by excluding non-recurring items, investors and management are provided a more comparable financial measure of our operating performance.

The following table reconciles EBITDA and adjusted EBITDA to net income for the three and nine months ended September 30, 2006 and 2005:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
Net income	$	2,281		$	812		$	25,768		$	5,006
Adjustments: Depreciation and amortization		11,473			5,907			30,837			15,499
Interest expense		10,630			6,474			28,353			17,545
Interest income		(397	)		(274	)		(1,427	)		(791	)
Income tax expense (benefit)		(134	)		(430	)		1,540			(589	)
Discontinued operations(1)		1,719			497			1,427			1,119
EBITDA		25,572			12,986			86,498			37,789
Adjustments: Loss on early extinguishment of debt		—			—			996			—
Gain on sale of hotel properties		(1,916	)		—			(9,343	)		—
Adjusted EBITDA	$	23,656		$	12,986		$	78,151		$	37,789

(1) reflects depreciation and amortization, interest expense and income taxes included in discontinued operations

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The calculation of FFO available to common stockholders, adjusted FFO available to common stockholders, and adjusted EBITDA may vary from entity to entity, and as such, the presentation of these non-GAAP financial measures by us may not be comparable to FFO available to common stockholders, adjusted FFO available to common stockholders, and adjusted EBITDA reported by other REITs.

Sources and Uses of Cash

Our principal source of cash to meet our operating requirements, including distributions to stockholders and repayments of indebtedness, is from our hotels’ results of operations. For the nine months ended September 30, 2006, net cash provided by operating activities was approximately $53.2 million. We currently expect that our operating cash flows will be sufficient to fund our continuing operations, including distributions to stockholders required to maintain our REIT status and our required debt service obligations.

For the nine months ended September 30, 2006, net cash used in investing activities was approximately $291.0 million, including approximately $338.2 million to purchase the 673-room Nashville Renaissance hotel in Nashville, Tennessee, the 240-room Melrose hotel in Washington, DC, the 585-room Pointe Hilton Tapatio Cliffs resort in Phoenix, Arizona, the 210-room Courtyard Gaithersburg Washingtonian Center hotel in Gaithersburg, Maryland, and the 444-room Ritz-Carlton Atlanta Downtown hotel in Atlanta, Georgia. We also used approximately $37.5 million in improvements and additions to our hotel properties, the majority of which was used for major renovations taking place at the Hilton Parsippany hotel, the Courtyard Boston Tremont hotel, and the recently sold Marriott Mount Laurel hotel and Barceló Tucancun Beach resort. Offsetting the aforementioned cash payments was approximately $71.6 million of net sales proceeds received related primarily to the sale of the Marriott Mount Laurel hotel and the Barceló Tucancun Beach resort on June 29, 2006 and August 31, 2006, respectively.

For the nine months ended September 30, 2006, net cash provided by financing activities was approximately $203.2 million. In March 2006, we completed an underwritten public offering and sold 7,300,000 shares of common stock, generating net proceeds after deducting underwriting discounts and offering expenses of approximately $88.1 million. We also issued 681,275 shares of common stock as a result of our IPO lead managing underwriter’s exercises of warrants, generating proceeds of approximately $6.8 million. We generated $142.3 million from the issuance of mortgage loans secured by the Westin Princeton at Forrestal Village hotel, the Nashville Renaissance hotel, and the Pointe Hilton Tapatio Cliffs resort. In February 2006, we closed on an unsecured revolving credit facility and borrowed $100 million immediately to extinguish our term loan facility. Since then, we have made net repayments of $6 million on the revolving credit facility. We also used approximately $32.3 million to pay dividends to common and preferred stockholders.

In August 2006, we finalized the settlement of our insurance claim relating to the damages caused by Hurricane Wilma at the 332-room Barceló Tucancun Beach resort in Cancun, Mexico for a total of approximately $9.0 million in proceeds, all of which has been received.

Liquidity and Capital Resources

As of September 30, 2006, we had cash and cash equivalents of approximately $30.2 million and restricted cash of approximately $19.2 million. As of October 31, 2006, we had approximately $26.0 million of cash and cash equivalents and $46 million of remaining borrowing capacity under our $150 million revolving credit facility. We have the ability to raise additional capital by either issuing mortgage loans on our unencumbered hotel properties or contributing them into the borrowing base of our revolving credit facility and, therefore, increasing our borrowing capacity. We intend to invest our remaining cash and cash equivalents and additional capacity under the revolving credit facility in hotel properties, either through planned renovations or new hotel acquisitions.

In December 2004, we filed a registration statement on Form S-3 with the Securities and Exchange Commission, registering equity securities with a maximum aggregate offering price of up to $500 million. As of September 30, 2006, we had equity securities with a maximum aggregate offering price of approximately $213 million available to issue.

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Capital Expenditures

We maintain each hotel in good repair and condition and in conformity with applicable laws and regulations and in accordance with the franchisor’s standards and the agreed-upon requirements in our management agreements. The cost of all such routine improvements and alterations will be paid out of a property improvement fund, which will be funded by a portion of hotel gross revenues. Routine capital expenditures will be administered by the management companies. However, we have approval rights over the capital expenditures as part of the annual budget process.

From time-to-time, certain of our hotel properties may be undergoing renovations as a result of our decision to upgrade portions of the hotels, such as guestrooms, meeting space, and/or restaurants, in order to better compete with other hotels in our markets. In addition, often after we acquire a hotel property, we are required to complete a property improvement plan (“PIP”) in order to bring the hotel property up to the respective franchisor’s standards. If permitted by the terms of the management agreement, funding for a renovation will first come from the property improvement fund. To the extent that the property improvement fund is not adequate to cover the cost of the renovation, we will fund the remaining portion of the renovation with cash and cash equivalents on hand.

Contractual Obligations

The following table sets forth our contractual obligations as of September 30, 2006, and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in thousands). There were no other material off-balance sheet arrangements at September 30, 2006.

	Payments Due by Period
Contractual Obligations	Total		Less Than One Year		One to Three Years		Three to Five Years		More Than Five Years
Ground and building leases(1)	$	76,165	$	1,924	$	3,748	$	3,715	$	66,778
Mortgage loans, including interest		700,415		38,691		88,716		252,234		320,774
Mezzanine loan, including interest		34,358		2,411		4,822		27,125		—
Revolving credit facility, including interest(2)		114,728		8,578		106,150		—		—
	$	925,666	$	51,604	$	203,436	$	283,074	$	387,552

(1) Included in the table are the base rent payments (i.e., minimum lease payments) due under our ground and building lease agreements. Additional and percentage rent payments are not included in the table due to the uncertainty of the timing and amount of the payments in the future.

(2) Assumes no additional borrowings under the revolving credit facility and interest payments based on the interest rate in effect as of September 30, 2006.

Inflation

Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects of inflation. However, competitive pressures may limit the ability of our management companies to raise room rates.

Seasonality

Demand in the lodging industry is affected by recurring seasonal patterns. For non-resort properties, demand is generally lower in the winter months due to decreased travel and higher in the spring and summer months during the peak travel season. For resort properties, demand is generally higher in the winter months. We expect that our operations will generally reflect non-resort seasonality patterns. Accordingly, we expect that we will have lower revenue, operating income and cash flow in the first and fourth quarters and higher revenue, operating income and cash flow in the second and third quarters. These general trends are, however, expected to be greatly influenced by overall economic cycles.

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Critical Accounting Policies

We believe that the following critical accounting policies affect the most significant judgments and estimates used in the preparation of our financial statements:

Investment in Hotel Properties—Investments in hotel properties are stated at acquisition cost and allocated to land, property and equipment and identifiable intangible assets at fair value in accordance with Statement of Financial Accounting Standards No. 141,Business Combinations. Property and equipment are recorded at fair value based on current replacement cost for similar capacity and allocated to buildings, improvements, furniture, fixtures and equipment using cost segregation studies performed by management and independent third parties. Property and equipment are depreciated using the straight-line method over an estimated useful life of 15 to 40 years for buildings and improvements and three to ten years for furniture and equipment. Identifiable intangible assets are typically contracts, including lease, management and franchise agreements, which are recorded at fair value. Above-market and below-market contract values are based on the present value of the difference between contractual amounts to be paid pursuant to the contracts acquired and our estimate of the fair market contract rates for corresponding contracts measured over a period equal to the remaining non-cancelable term of the contract. Contracts acquired which are at market do not have significant value. An existing management or franchise agreement is typically terminated at the time of acquisition and a new agreement is entered into based on then current market terms. Intangible assets are amortized using the straight-line method over the remaining non-cancelable term of the related agreements. In making estimates of fair values for purposes of allocating purchase price, we may utilize a number of sources that may be obtained in connection with the acquisition or financing of a property and other market data. Management also considers information obtained about each property as a result of its pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired.

We review our investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the investments in hotel properties may not be recoverable. Events or circumstances that may cause us to perform our review include, but are not limited to, adverse changes in the demand for lodging at our properties due to declining national or local economic conditions and/or new hotel construction in markets where our hotels are located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of an investment in a hotel property exceed the hotel’s carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying value to the estimated fair market value is recorded and an impairment loss recognized.

Stock-Based Compensation—From time-to-time, we grant restricted stock awards to employees. To-date, we have granted three types of restricted stock awards: (1) awards that vest solely on continued employment (time-based awards); (2) awards that vest based on us achieving specified levels of funds from operations (FFO) and continued employment (performance-based awards); and (3) awards that vest based on us achieving specified levels of relative total shareholder return and continued employment (market-based awards).

We measure stock-based compensation expense for the restricted stock awards based on the fair value of the awards on the date of grant. The fair value of time-based awards and performance-based awards is determined based on the average trading price of our common stock on the date of grant. The fair value of market-based awards is determined using a Monte Carlo simulation performed by a third-party valuation specialist. A Monte Carlo simulation requires the use of a number of assumptions, including historical volatility and correlation of our common stock and the common stock of our peer group, a risk-free rate of return, and an expected term.

For time-based awards, stock-based compensation expense is recognized on a straight-line basis over the life of the entire award. For market-based awards, stock-based compensation expense is recognized over the requisite service period for each award. The requisite service period for the market-based awards is derived from the Monte Carlo simulation. For both time-based awards and market-based awards, once the total amount of stock-based compensation expense is determined on the date of the grant, no adjustments are made to the amount

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recognized each period. Similar to market-based awards, stock-based compensation expense for performance-based awards is recognized over the requisite service period for each award. However, unlike time-based awards and market-based awards, the amount of stock-based compensation expense, if any, recognized each period is based on whether the performance measure is expected to be met. For all three types of awards, no compensation cost is recognized for awards for which employees do not render the requisite service.

Revenue Recognition—Hotel revenues, including room, food and beverage, and other hotel revenues, are recognized as the related services are provided.

New Accounting Pronouncements

FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”), prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. We must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. FIN 48 applies to all tax positions related to income taxes subject to Statement of Financial Accounting Standards No. 109,Accounting for Income Taxes. We will adopt the provisions of this interpretation beginning in the first quarter of 2007. The cumulative effect of applying the provisions of FIN 48 will be reported as an adjustment to the opening balance of retained earnings on January 1, 2007. We do not anticipate that the adoption of FIN 48 will have a material effect on our results of operations, financial position, or cash flows.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and as such may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identified by our use of words, such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative. All statements regarding our expected financial position, business and financing plans are forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

• United States economic conditions generally and the real estate market and the lodging industry specifically;

• management and performance of our hotels;

• our plans for renovation of our hotels;

• our financing plans;

• supply and demand for hotel rooms in our current and proposed market areas;

• our ability to acquire additional properties and the risk that potential acquisitions may not perform in accordance with expectations;

• legislative/regulatory changes, including changes to laws governing taxation of real estate investment trusts; and

• our competition.

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These risks and uncertainties, together with the information contained in our Form 10-K filed with the Securities and Exchange Commission on March 7, 2006 under the caption “Risk Factors,” should be considered in evaluating any forward-looking statement contained in this report or incorporated by reference herein. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report, except as required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk—We are not significantly exposed to interest rate risk. As of September 30, 2006, $532.1 million or 84% of our $636.8 million of long-term debt was fixed. Another $60.9 million was effectively fixed, as a result of interest rate swaps that fix the interest rates on our variable-rate mortgage loan and $50 million borrowed under our revolving credit facility. The remaining $44.0 million borrowed under our revolving credit facility as of September 30, 2006 was variable.

Due to the fact that our portfolio of long-term debt is substantially comprised of fixed-rate instruments, the fair value of the portfolio is relatively sensitive to effects of interest rate fluctuations. Assuming a hypothetical 10% decrease in interest rates, the fair value of our portfolio of long-term debt would increase by approximately $17.1 million. Although a change in market interest rates impacts the fair value of our fixed-rate debt, it has no impact on interest expense incurred or cash flows.

With respect to our variable rate long-term debt, if market rates of interest on our variable long-term debt increase by 1%, the increase in interest expense on our variable long-term debt would decrease future earnings and cash flows by approximately $0.4 million annually. On the other hand, if market rates of interest on our variable rate long-term debt decrease by 1%, the decrease in interest expense on our variable rate long-term debt would increase future earnings and cash flows by approximately $0.4 million annually. This assumes that the amount outstanding under our revolving credit facility remains at $94 million, the balance at September 30, 2006, and we continue to fix the interest rate on $50 million of the $94 million through the use of an interest rate swap.

Item 4. Controls and Procedures

The Chief Executive Officer and Chief Financial Officer of Highland Hospitality Corporation have evaluated the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, and have concluded that as of the end of the period covered by this report, Highland Hospitality Corporation’s disclosure controls and procedures were effective.

There was no change in Highland Hospitality Corporation’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during Highland Hospitality Corporation’s most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, Highland Hospitality Corporation’s internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

We are not involved in any material litigation nor, to our knowledge, is any material litigation threatened against us.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed under the caption “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table provides information about our purchases of our common stock within the third quarter of the year ending December 31, 2006:

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2006—July 31, 2006	—		—	—	—
August 1, 2006—August 31, 2006	—		—	—	—
September 1, 2006—September 30, 2006	4,344	$	14.44	n/a	n/a
Total	4,344	$	14.44	n/a	n/a

We do not currently have a repurchase plan or program in place. However, we do provide employees who have been granted shares of restricted common stock the option of selling shares to us to satisfy the minimum statutory tax withholding requirements on the date their shares vest. The shares of common stock purchased in September 2006 related to such repurchases.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are filed as part of this Form 10-Q:

Exhibit Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation of Highland Hospitality Corporation (incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K for the year ended December 31, 2003)
3.2	Amended and Restated Bylaws of Highland Hospitality Corporation (incorporated by reference to Exhibit 3.2 to the registrant’s Form 10-K for the year ended December 31, 2003)
3.3	Second Amended and Restated Agreement of Limited Partnership of Highland Hospitality, L.P. (as amended through September 30, 2004) (incorporated by reference to Exhibit 3.3.1 to the registrant’s Form 10-Q for the quarter ended September 30, 2004)
3.3.1	First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Highland Hospitality, L.P. (incorporated by reference to Exhibit 3.3.1 to the registrant’s Form 10-Q for the quarter ended June 30, 2006)
3.3.2	Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of Highland Hospitality, L.P. (incorporated by reference to Exhibit 3.3.2 to the registrant’s Form 10-Q for the quarter ended June 30, 2006)
3.3.3	Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Highland Hospitality, L.P. (incorporated by reference to Exhibit 3.3 to the registrant’s Form 10-Q for the quarter ended September 30, 2005)
3.3.4	Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Highland Hospitality, L.P. (incorporated by reference to Exhibit 3.3.4 to the registrant’s Form 10-Q for the quarter ended June 30, 2006)
12.1	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
31.1	Rule 13a-14(a)/15d-14(a) Certification of President and Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of President and Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer

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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.

	HIGHLAND HOSPITALITY CORPORATION
Date: November 7, 2006	By:	/s/    DOUGLAS W. VICARI
		Douglas W. Vicari
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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