EXHIBIT 99.1 COMBINED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT NOBLE INVESTMENTS HOTELS DECEMBER 31, 1998 AND JULY 31, 1999 Noble Investments Hotels TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS COMBINED BALANCE SHEETS AS OF DECEMBER 31, 1998 AND JULY 31, 1999 4 COMBINED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE SEVEN MONTHS ENDED JULY 31, 1999 5 COMBINED STATEMENTS OF SHAREHOLDERS'/PARTNERS' EQUITY (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE SEVEN MONTHS ENDED JULY 31, 1999 6 COMBINED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE SEVEN MONTHS ENDED JULY 31, 1999 7 NOTES TO COMBINED FINANCIAL STATEMENTS 8 INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Directors Hersha Hospitality Trust We have audited the accompanying combined balance sheets of the Noble Investments Hotels as of December 31, 1998 and July 31, 1999, and the related combined statements of operations, shareholders'/partners' equity (deficit) and cash flows for the year ended December 31, 1998 and the seven months ended July 31, 1999. These financial statements are the responsibility of the management of the Noble Investments Hotels. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted accounting principles. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Noble Investments Hotels as of December 31, 1998 and July 31, 1999, the combined results of their operations and their combined cash flows for the year ended December 31, 1998 and the seven months ended July 31, 1999, in conformity with generally accepted accounting principles. Baltimore, Maryland April 1, 2000 -3- Noble Investments Hotels COMBINED BALANCE SHEETS December 31, 1998 and July 31, 1999 1998 1999 ----------- ----------- ASSETS INVESTMENT IN HOTEL PROPERTIES Land $ 1,248,649 $ 1,248,649 Building and improvements 8,750,951 8,775,659 Furniture and equipment 1,601,136 1,698,176 ----------- ----------- 11,600,736 11,722,484 Less accumulated depreciation 1,443,953 1,713,982 ----------- ----------- Net investment in hotel properties 10,156,783 10,008,502 OTHER Cash 209,676 261,510 Accounts receivable 139,231 134,642 Due from affiliate 1,448,843 1,530,045 Prepaid expenses 10,734 11,076 Escrows 212,205 303,837 Other assets 7,200 7,200 Other deferred costs, net of accumulated amortization of $77,090 and $83,034 16,012 6,557 Mortgage costs, net of accumulated amortization of $30,071 and $43,592 334,329 320,808 Franchise fees, net of accumulated amortization of $15,666 and $18,194 91,249 88,721 ----------- ----------- $12,626,262 $12,672,898 =========== =========== LIABILITIES AND SHAREHOLDERS'/PARTNERS' EQUITY (DEFICIT) LIABILITIES Mortgages payable $12,518,378 $12,382,460 Loans payable - affiliates 692,189 712,189 Accounts payable and accrued expenses 394,933 491,119 Capital leases payable 44,355 35,322 ----------- ----------- 13,649,855 13,621,090 ----------- ----------- SHAREHOLDERS'/PARTNERS' EQUITY (DEFICIT) Common Stock, no par value, 67,667 shares authorized, issued and outstanding 110,000 110,000 Accumulated deficit (1,200,745) (1,157,268) Partners' equity 67,152 99,076 ----------- ----------- Total shareholders'/partners' equity (deficit) (1,023,593) (948,192) ----------- ----------- $12,626,262 $12,672,898 =========== =========== See Notes to combined financial statements -4- Noble Investments Hotels COMBINED STATEMENTS OF OPERATIONS Year ended December 31, 1998 and the seven months ended July 31, 1999 1998 1999 ----------- ----------- Revenue Room revenue $ 5,401,932 $ 3,368,314 Telephone revenue 137,649 88,866 Other revenue 101,019 58,420 ----------- ----------- Total revenue 5,640,600 3,515,600 ----------- ----------- Expenses Salaries and wages 1,293,935 812,323 Operating expense 415,887 250,404 Management fee 251,800 203,910 General and administrative 433,223 234,192 Advertising 84,696 58,035 Utilities 208,033 116,280 Repairs and maintenance 130,858 80,765 Insurance 57,248 22,127 Real estate taxes 197,893 58,149 Franchise fees 442,810 286,695 Interest expense 1,069,696 633,914 Depreciation and amortization 538,157 295,534 Lease expense 65,421 35,656 ----------- ----------- Total expenses 5,189,657 3,087,984 ----------- ----------- NET INCOME $ 450,943 $ 427,616 =========== =========== See notes to combined financial statements -5- Noble Investments Hotels COMBINED STATEMENTS OF SHAREHOLDERS'/PARTNERS' EQUITY (DEFICIT) Year ended December 31, 1998 and the seven months ended July 31, 1999 Shareholders'/ Total Common Accumulated Partners' Equity Stock Deficit Equity (Deficit) ------------- ----------------- ----------------- ----------------- Balance, December 31, 1997 $ 110,000 $ (370,344) $ 142,318 $ (118,026) Distributions - (1,073,010) (283,500) (1,356,510) Net income - 242,609 208,334 450,943 ------------- ----------------- ----------------- ----------------- Balance, December 31, 1998 110,000 (1,200,745) 67,152 (1,023,593) Distributions - (146,000) (206,215) (352,215) Net income - 189,477 238,139 427,616 ------------- ----------------- ----------------- ----------------- Balance, July 31, 1999 $ 110,000 $ (1,157,268) $ 99,076 $ (948,192) ============= ================= ================= ================= See notes to combined financial statements -6- Noble Investments Hotels COMBINED STATEMENTS OF CASH FLOWS Year ended December 31, 1998 and the seven months ended July 31, 1999 1998 1999 --------------- --------------- Cash flows from operating activities $ 450,943 $ 427,616 Net income Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 538,157 295,534 Changes in assets and liabilities (Increase) decrease in accounts receivable (23,843) 4,589 Decrease (increase) in prepaid expenses (5,640) (342) (Decrease) increase in accounts payable and accrued expenses (137,487) 96,185 Increase (decrease) in due from affiliates 290,411 (81,202) --------------- --------------- Net cash provided by operating activities 1,112,541 742,380 --------------- --------------- Cash flow from investing activities Net change in escrow deposits (103,110) (91,632) Investment in hotel property (492,356) (121,748) --------------- --------------- Net cash used in investing activities (595,466) (213,380) --------------- --------------- Cash flow from financing activities Payment of mortgage costs (176,997) - Payment of capital leases (25,512) (9,033) Proceeds from mortgage payable 4,200,000 - Principal payments on mortgage payable (3,000,627) (135,918) Decrease (increase) in loans payable - affiliates (258,921) 20,000 Distributions to partners (1,356,510) (352,215) --------------- --------------- Net cash used in financing activities (618,567) (477,166) --------------- --------------- NET (DECREASE) INCREASE IN CASH (101,492) 51,834 Cash, beginning 311,168 209,676 --------------- --------------- Cash, ending $ 209,676 $ 261,510 =============== =============== Supplemental disclosures of cash flow information Cash paid during the year for interest $ 1,069,696 $ 633,914 =============== =============== See notes to combined financial statements -7- Noble Investments Hotels NOTES TO COMBINED FINANCIAL STATEMENTS December 31, 1998 and July 31, 1999 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Noble Investments Hotels combined financial statements include the balance sheets and statements of operations, and shareholders'/partners' equity (deficit) and cash flows of four properties owned and operated by various corporations and partnerships under common management (collectively the Owners). On July 31, 1999, the Owners sold all the hotel properties to Noble Investments Group, Ltd. The hotel properties combined in these financial statements, consist of the following: Hotel Date Opened Rooms Location ----- ----------- ----- -------- Hampton Inn June 1996 91 Newman, Georgia Holiday Inn Express July 1996 68 Duluth, Georgia Hampton Inn July 1994 61 Peachtree City, Georgia Comfort Suites July 1996 85 Duluth, Georgia Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported accounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Investment in Hotel Properties - ------------------------------ The hotel properties are stated at cost. Depreciation is provided for in amounts sufficient to relate the costs of depreciable assets to operations by use of the straight-line and accelerated methods over estimated useful lives: Building and improvements ......................... 15 - 40 years Furniture and equipment ........................... 3 - 7 years -8- Noble Investments Hotels NOTES TO COMBINED FINANCIAL STATEMENTS - CONTINUED December 31, 1998 and July 31, 1999 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Maintenance and repairs are charged to operations as incurred. Additions and major improvements are capitalized. Upon sale or disposition, both the asset and related accumulated depreciation are relieved and the related gain or loss is included in operations. The Owners evaluate long-lived assets for potential impairment by analyzing the operating results, trends and prospects for the properties and considering any other events and circumstances which might indicate potential impairment. Mortgage Costs -------------- Mortgage costs are amortized over the terms of the debt using the straight- line method which approximates the effective interest method. Franchise Fees -------------- The Hampton Inn Hotels are operate under a franchise agreement with Promus Hotels, Inc. The Comfort Suites Hotel was operated under a franchise agreement with Choice Hotels International, Inc. The Holiday Inn Hotel was operated under a franchise agreement with Holiday Inns Franchising, Inc. Franchise fees are amortized over the term of the agreement using the straight-line method. Other Deferred Fees ------------------- Other deferred fees are amortized over the term of their respective agreements using the straight-line method. Revenue Recognition ------------------- Room and other revenue are recognized as earned. Ongoing credit evaluations are performed and accounts deemed uncollectible are charged to operations. -9- Noble Investments Hotels NOTES TO COMBINED FINANCIAL STATEMENTS December 31, 1998 and July 31, 1999 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Advertising Costs ----------------- Advertising costs are expensed as incurred, including costs incurred under the terms of the franchise agreements. Income Taxes ------------ No provision or benefit for income taxes has been included in the combined financial statements for the Owners since taxable income or loss passes through to, and is reportable by, the parent corporation, shareholders and Partners individually. NOTE B - MORTGAGES PAYABLE Mortgages payable at December 31, 1998 and July 31, 1999, consisted of the following: 1998 1999 ------------- ------------ Hampton Inn - Peachtree City, Georgia Mortgage payable in equal monthly installments of principal and interest of $23,189 bearing interest at 9.43% per annum. The mortgage matures in June 2017. $2,427,872 $2,398,229 Holiday Inn Express - Duluth, Georgia Mortgage payable in equal monthly installments of principal and interest of $11,115 bearing interest at prime plus 1% per annum (9.5% at 7/31/99). The mortgage matures in December 2006. 1,289,277 1,272,189 -10- Noble Investments Hotels NOTES TO COMBINED FINANCIAL STATEMENTS December 31, 1998 and July 31, 1999 NOTE B - MORTGAGES PAYABLE (Continued) 1998 1999 ------------ ------------ Mortgage payable in equal monthly installments of principal and interest of $8,374 bearing interest at 7.217% per annum. The mortgage matures in January 2017. $ 950,830 $ 950,830 Comfort Suites - Duluth Georgia Mortgage payable in equal monthly installments of principal and interest of $32,589 bearing interest at 8.00% per annum. The mortgage matures on April 1, 2008. 4,169,751 4,127,775 Hampton Inn - Newman, Georgia Mortgage payable in equal monthly installments of principal and interest of $33,284, bearing interest at 8.70% per annum. The mortgage matures in August 2017. 3,680,648 3,633,437 ------------ ----------- $ 12,518,378 $12,382,460 ============ =========== The mortgages are secured by the hotel properties and guaranteed by the Owners. -11- Noble Investments Hotels NOTES TO COMBINED FINANCIAL STATEMENTS December 31, 1998 and July 31, 1999 Annual principal payments on the mortgages for each of the next five years following December 31, 1998 and July 31, 1999 are as follows: 1998 1999 -------- -------- 1999 $222,893 $ - 2000 $247,874 $239,237 2001 $269,905 $260,496 2002 $293,901 $283,652 2003 $320,044 $308,578 2004 $ - $336,360 NOTE C - CAPITAL LEASES The hotels lease certain equipment under capital leases. At December 31, 1998 and July 31, 1999, the future minimum lease payments were as follows: NOTE D - RELATED PARTY TRANSACTIONS Due from Affiliates ------------------- Due from affiliates consists of operating advances to related parties which are unsecured, non-interest bearing and payable on demand. Loans Payable from Affiliates ----------------------------- Loans from affiliates consist of development and operating advance from related parties which are unsecured, non-interest bearing and payable on demand. -12- FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT NOBLE INVESTMENTS HOTELS DECEMBER 31, 1999 Noble Investments Hotels TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS' REPORT 3 FINANCIAL STATEMENTS BALANCE SHEET AS OF DECEMBER 31, 1999 4 STATEMENT OF OPERATIONS FOR THE FIVE MONTHS ENDED DECEMBER 31, 1999 5 STATEMENT OF PARTNERS' EQUITY FOR THE FIVE MONTHS ENDED DECEMBER 31, 1999 6 STATEMENT OF CASH FLOW FOR THE FIVE MONTHS ENDED DECEMBER 31, 1999 7 NOTES TO FINANCIAL STATEMENTS 8 INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Directors Hersha Hospitality Trust We have audited the accompanying balance sheet of the Noble Investments Hotels as of December 31, 1999, and the related statements of operations, partners' equity and cash flows for the period from August 1, 1999 (date of acquisition) through December 31, 1999. These financial statements are the responsibility of the management of the Noble Investments Hotels. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Noble Investments Hotels as of December 31, 1999, the results of its operations, the changes in partners' equity and its cash flows for the period from August 1, 1999 (date of acquisition) through December 31, 1999, in conformity with generally accepted accounting principles. Baltimore, Maryland April 1, 2000 Noble Investments Hotels BALANCE SHEET December 31, 1999 ASSETS INVESTMENT IN HOTEL PROPERTIES Land $ 1,248,649 Building and improvements 18,859,147 Furniture and equipment 872,122 ------------------- 20,979,918 Less accumulated depreciation 344,955 ------------------- Net investment in hotel properties 20,634,963 OTHER Cash 202,333 Accounts receivable 108,682 Prepaid expenses 773 Escrows 278,410 Other assets 7,200 Other deferred costs, net of accumulated amortization of $4,573 6,597 Mortgage costs, net of accumulated amortization of $10,484 310,129 Franchise fees, net of accumulated amortization of $2,133 83,222 ------------------- $ 21,632,309 =================== LIABILITIES AND PARTNERS' EQUITY LIABILITIES Mortgages payable $ 12,264,532 Accounts payable and accrued expenses 254,298 Capital leases payable 31,060 ------------------- 12,549,890 PARTNERS' EQUITY 9,082,419 ------------------- $ 21,632,309 =================== See Notes to financial statements -4- Noble Investments Hotels STATEMENT OF OPERATIONS Period from August 1, 1999 (date of acquisition) through December 31, 1999 Revenue Room revenue $2,226,542 Telephone revenue 49,955 Other revenue 27,660 ---------- Total revenue 2,304,157 ---------- Expenses Salaries and wages 557,031 Operating expense 174,569 Management fee 108,511 General and administrative 151,537 Advertising 17,335 Utilities 90,105 Repairs and maintenance 50,706 Insurance 15,760 Real estate taxes 124,872 Franchise fees 192,030 Interest expense 471,337 Depreciation and amortization 362,146 Lease expense 28,392 ---------- Total expenses 2,344,331 ---------- NET LOSS $ (40,174) ========== See Notes to financial statements -5- Noble Investments Hotels STATEMENT OF PARTNERS' EQUITY Period from August 1, 1999 (date of acquisition) through December 31, 1999 Balance, August 1, 1999 (inception) $ - Contributions 9,122,593 Net loss (40,174) ---------- Balance, December 31, 1999 $9,082,419 ========== See notes to financial statements -6- Noble Investments Hotels STATEMENT OF CASH FLOWS Period from August 1, 1999 (date of acquisition) through December 31, 1999 Cash flows from operating activities Net loss $ (40,174) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation and amortization 362,146 Changes in assets and liabilities Decrease in accounts receivable 25,960 Decrease in prepaid expenses 10,303 Decrease in accounts payable and accrued expenses (240,731) ---------------- Net cash provided by operating activities 117,504 ---------------- Cash flow from investing activities Net change in escrow deposits 25,427 Investment in hotel property (79,918) ---------------- Net cash used in investing activities (54,491) ---------------- Cash flow from financing activities Payment of capital leases (4,262) Principal payments on mortgage payable (117,928) ---------------- Net cash used in financing activities (122,190) ---------------- NET DECREASE IN CASH (59,177) Cash, beginning 261,510 ---------------- Cash, ending $ 202,333 ================ Supplemental disclosures of cash flow information Cash paid during the year for interest $ 471,337 ================ Supplemental disclosure of non-cash investing and financing activities During 1999, the Partnership acquired 4 hotels in exchange for units in the operating partnership, the assets acquired and liabilities assumed at fair value are as follows: Fair value of hotel properties acquire $ 20,900,000 Fair value of other assets acquired 1,135,403 Fair value of liabilities assumed (530,350) Fair value of debt assumed (12,382,460) ---------------- $ 9,122,593 ================ See notes to financial statements -7- Noble Investments Hotels NOTES TO FINANCIAL STATEMENTS December 31, 1999 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUTING POLICIES The financial statements include the balance sheet and statements of operations, partners' equity and cash flows of four hotel properties acquired on August 1, 1999 (date of acquisition) by Noble Investments Group, Ltd. (Noble). The properties have been under common ownership and management since the date of acquisition. The acquisition has been recorded as a purchase in accordance with Accounting Principles Board Opinion No. 16, "Business Combinations", and consequently the financial statements include the hotels' operations from the date of acquisition. On December 30, 1999, Noble Investments Hotels (Noble) entered into agreements to sell the hotel properties to Hersha Hospitality Limited Partnership. The sales agreements do not extend to any other assets or liabilities of Noble. The hotel properties included in these financial statements consist of the following: Hotels Date Opened Rooms Locations ------ ----------- ----- --------- Hampton Inn June 1996 91 Newman, Georgia Holiday Inn Express July 1996 68 Duluth, Georgia Hampton Inn July 1994 61 Peachtree City, Georgia Comfort Suites July 1996 85 Duluth, Georgia Use of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported accounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Investment in Hotel Properties ------------------------------ The hotel properties are stated at cost. Depreciation is provided for in amounts sufficient to relate the costs of depreciable assets to operations by use of the straight-line and accelerated methods over estimated useful lives: Building and improvements ......................... 15 - 40 years Furniture and equipment ........................... 3 - 7 years -8- Noble Investments Hotels NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1999 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUTING POLICIES (Continued) Maintenance and repairs are charged to operations as incurred. Additions and major improvements are capitalized. Upon sale or disposition, both the asset and related accumulated depreciation are relieved and the related gain or loss is included in operations. Management evaluates long-lived assets for potential impairment by analyzing the operating results, trends and prospects for the properties and considering any other events and circumstances which might indicate potential impairment. Mortgage Costs -------------- Mortgage costs are amortized over the terms of the debt using the straight- line method which approximates the effective interest method. Franchise Fees -------------- The Hampton Inn Hotels are operate under a franchise agreement with Promus Hotels, Inc. The Comfort Suites Hotel was operated under a franchise agreement with Choice Hotels International, Inc. The Holiday Inn Hotel was operated under a franchise agreement with Holiday Inns Franchising, Inc. Franchise fees are amortized over the term of the agreement using the straight-line method. Other Deferred Fees ------------------- Other deferred fees are amortized over the term of their respective agreements using the straight-line method. Revenue Recognition ------------------- Room and other revenue are recognized as earned. Ongoing credit evaluations are performed and accounts deemed uncollectible are charged to operations. Advertising Costs ----------------- Advertising Costs are expensed as incurred, including costs incurred under the terms of the franchise agreements. Income Taxes ------------ No provision or benefit for income taxes has been included in the financial statements since taxable income or loss passes through to, and is reportable by, partners individually. -9- Noble Investments Hotels NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1999 NOTE B - MORTGAGES PAYABLE Mortgages payable at December 31, 1999, consisted of the following: Hampton Inn - Peachtree City, Georgia Mortgage payable in equal monthly installments of principal and interest of $23,189, bearing interest at 9.43% per annum. The mortgage matures in June 2017. $ 2,376,170 Holiday Inn Express - Duluth, Georgia Mortgage payable in equal monthly installments of principal and interest of $11,115, bearing interest at the prime rate plus 1% (9.5% at December 31, 1999). The mortgage matures in December 2006. 1,257,836 Mortgage payable in equal monthly installments of principal and interest $8,374, bearing interest at 7.217% per annum. The mortgage matures in January 2017. 924,084 Comfort Suites - Duluth, Georgia Mortgage payable in equal monthly installments of principal and interest of $32,589, bearing interest at 8.00% per annum. The mortgage matures on April 1, 2008. 4,110,102 Hampton Inn - Newman, Georgia Mortgage payable in equal monthly installments of principal and interest of $33,284, bearing interest at 8.70% per annum. The mortgage matures in August 2017. 3,596,340 ------------ $ 12,264,532 ============ The mortgages are secured by the hotel properties. -10- Noble Investment Hotels NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1999 NOTE B - MORTGAGES PAYABLE (Continued) Annual principal payments on the mortgages for each of the five years following December 31, 1999, are as follows: December 31, -------------- 2000 $ 247,874 2001 $ 267,905 2002 $ 293,901 2003 $ 320,044 2004 $ 297,835 NOTE C - CAPITAL LEASES The hotels lease certain equipment under capital leases. At December 31, 1999, the future minimum leases payments were as follows: December 31, -------------- 2000 $ 20,134 2001 11,476 2002 - 2003 - 2004 - ---------- Less amount representing interest 31,610 550 ---------- $ 31,060 ========== -11-