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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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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 March 31, 2004



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



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HIGHLAND HOSPITALITY CORPORATION

(Exact name of registrant as specified in its charter)



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



8405 Greensboro
Drive, Suite 500, McLean, Virginia 22102



Telephone
Number (703) 336-4901



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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 an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange
Act of 1934).    Yes ̈No  x



As of May 12, 2004, there were 39,970,011 shares of the registrants
common stock issued and outstanding.



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HIGHLAND HOSPITALITY CORPORATION



INDEX



PART I



|        |  |                                                                                       |  |     
|------- |  | ------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                       |  | Page
|        |  |                                                                                      
|Item 1. |  | Financial Statements                                                                  |  | 3   
|        |  |                                                                                      
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 14  
|        |  |                                                                                      
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 20  
|        |  |                                                                                      
|Item 4. |  | Controls and Procedures                                                               |  | 20  
|        |  |                                                                                      
|        |  | PART II                                                                               |  |     
|        |  |                                                                                      
|Item 1. |  | Legal Proceedings                                                                     |  | 21  
|        |  |                                                                                      
|Item 2. |  | Changes in Securities and Use of Proceeds                                             |  | 21  
|        |  |                                                                                      
|Item 3. |  | Defaults Upon Senior Securities                                                       |  | 21  
|        |  |                                                                                      
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                   |  | 21  
|        |  |                                                                                      
|Item 5. |  | Other Information                                                                     |  | 21  
|        |  |                                                                                      
|Item 6. |  | Exhibits and Reports on Form 8-K                                                      |  | 21  



2



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PART I



|Item 1. | Financial Statements
|------- | --------------------



HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                                                  |  |                |         |   |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                                  |  | March 31, 2004 |         |   | December 31, 2003 |  
|                                                                                                                                                                                  |  | (unaudited)    |         |   |                   |  
|ASSETS                                                                                                                                                                            |  |                |         |   |                   |   |         |  
|Investment in hotel properties, net                                                                                                                                               |  | $              | 199,065 |   |                   | $ | 147,562 |  
|Cash and cash equivalents                                                                                                                                                         |  |                | 184,473 |   |                   |   | 225,630 |  
|Restricted cash                                                                                                                                                                   |  |                | 1,209   |   |                   |   |        |  
|Accounts receivable, net                                                                                                                                                          |  |                | 3,611   |   |                   |   | 2,917   |  
|Prepaid expenses and other assets                                                                                                                                                 |  |                | 3,821   |   |                   |   | 3,379   |  
|                                                                                                                                                                                  |  |                |         |   |                   |   |         |  
|Total assets                                                                                                                                                                      |  | $              | 392,179 |   |                   | $ | 379,488 |  
|                                                                                                                                                                                  |  |                |         |   |                   |   |         |  
|                                                                                                                                                                                  |  |               
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                              |  |                |         |   |                   |   |         |  
|Mortgage loan                                                                                                                                                                     |  | $              | 17,000  |   |                   | $ |        |  
|Accounts payable and accrued expenses                                                                                                                                             |  |                | 8,785   |   |                   |   | 6,936   |  
|Payable to affiliates                                                                                                                                                             |  |                | 702     |   |                   |   | 8,832   |  
|Other liabilities                                                                                                                                                                 |  |                | 652     |   |                   |   |        |  
|                                                                                                                                                                                  |  |                |         |   |                   |   |         |  
|Total liabilities                                                                                                                                                                 |  |                | 27,139  |   |                   |   | 15,768  |  
|                                                                                                                                                                                  |  |                |         |   |                   |   |         |  
|                                                                                                                                                                                  |  |               
|Minority interest in operating partnership                                                                                                                                        |  |                | 8,452   |   |                   |   | 8,457   |  
|Commitments and contingencies (Note 9)                                                                                                                                            |  |                |         |   |                   |   |         |  
|                                                                                                                                                                                  |  |               
|Preferred stock, $.01 par value; 100,000,000 shares authorized; no shares issued and outstanding at March 31, 2004 and December 31, 2003                                          |  |                |        |   |                   |   |        |  
|Common stock, $.01 par value; 500,000,000 shares authorized; 39,970,011 shares and 39,882,500 shares issued and outstanding at March 31, 2004
and December 31, 2003, respectively |  |                | 400     |   |                   |   | 399     |  
|Additional paid-in capital                                                                                                                                                        |  |                | 366,502 |   |                   |   | 365,454 |  
|Unearned compensation                                                                                                                                                             |  |                | (8,241  | ) |                   |   | (7,917  | )
|Accumulated deficit                                                                                                                                                               |  |                | (2,073  | ) |                   |   | (2,673  | )
|                                                                                                                                                                                  |  |                |         |   |                   |   |         |  
|Total stockholders equity                                                                                                                                                        |  |                | 356,588 |   |                   |   | 355,263 |  
|                                                                                                                                                                                  |  |                |         |   |                   |   |         |  
|                                                                                                                                                                                  |  |               
|Total liabilities and stockholders equity                                                                                                                                        |  | $              | 392,179 |   |                   | $ | 379,488 |  
|                                                                                                                                                                                  |  |                |         |   |                   |   |         |  



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



3



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HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

AND PREDECESSOR STATEMENT OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                 |  |                                                      |            |   |                                                 |   |       |  
|-------------------------------------------------------------------------------- |  | ---------------------------------------------------- | ---------- | - | ----------------------------------------------- | - | ----- | -
|                                                                                 |  | Highland HospitalityThree Months EndedMarch 31, 2004 |            |   | The PredecessorThree Months EndedMarch 31, 2003 |  
|REVENUE                                                                          |  |                                                      |            |   |                                                 |   |       |  
|Rooms                                                                            |  | $                                                    | 12,113     |   |                                                 | $ | 1,028 |  
|Food and beverage                                                                |  |                                                      | 5,887      |   |                                                 |   | 954   |  
|Other                                                                            |  |                                                      | 734        |   |                                                 |   | 57    |  
|                                                                                 |  |                                                      |            |   |                                                 |   |       |  
|Total revenue                                                                    |  |                                                      | 18,734     |   |                                                 |   | 2,039 |  
|                                                                                 |  |                                                      |            |   |                                                 |   |       |  
|                                                                                 |  |                                                     
|EXPENSES                                                                         |  |                                                      |            |   |                                                 |   |       |  
|Hotel operating expenses:                                                        |  |                                                      |            |   |                                                 |   |       |  
|Rooms                                                                            |  |                                                      | 2,572      |   |                                                 |   | 282   |  
|Food and beverage                                                                |  |                                                      | 4,748      |   |                                                 |   | 886   |  
|Other direct                                                                     |  |                                                      | 483        |   |                                                 |   | 37    |  
|Indirect                                                                         |  |                                                      | 7,138      |   |                                                 |   | 998   |  
|                                                                                 |  |                                                      |            |   |                                                 |   |       |  
|Total hotel operating expenses                                                   |  |                                                      | 14,941     |   |                                                 |   | 2,203 |  
|Depreciation and amortization                                                    |  |                                                      | 1,594      |   |                                                 |   | 170   |  
|Corporate general and administrative:                                            |  |                                                      |            |   |                                                 |   |       |  
|Stock-based compensation                                                         |  |                                                      | 706        |   |                                                 |   |      |  
|Other                                                                            |  |                                                      | 1,491      |   |                                                 |   |      |  
|                                                                                 |  |                                                      |            |   |                                                 |   |       |  
|Total operating expenses                                                         |  |                                                      | 18,732     |   |                                                 |   | 2,373 |  
|                                                                                 |  |                                                      |            |   |                                                 |   |       |  
|Operating income (loss)                                                          |  |                                                      | 2          |   |                                                 |   | (334  | )
|                                                                                 |  |                                                     
|Interest income                                                                  |  |                                                      | 381        |   |                                                 |   | 2     |  
|Interest expense                                                                 |  |                                                      | 310        |   |                                                 |   | 222   |  
|                                                                                 |  |                                                      |            |   |                                                 |   |       |  
|                                                                                 |  |                                                     
|Income (loss) before minority interest in operating partnership and income taxes |  |                                                      | 73         |   |                                                 |   | (554  | )
|                                                                                 |  |                                                     
|Minority interest in operating partnership                                       |  |                                                      | (14        | ) |                                                 |   |      |  
|Income tax benefit                                                               |  |                                                      | 541        |   |                                                 |   |      |  
|                                                                                 |  |                                                      |            |   |                                                 |   |       |  
|Net income (loss)                                                                |  | $                                                    | 600        |   |                                                 | $ | (554  | )
|                                                                                 |  |                                                      |            |   |                                                 |   |       |  
|                                                                                 |  |                                                     
|Earnings per share:                                                              |  |                                                      |            |   |                                                 |   |       |  
|Basic                                                                            |  | $                                                    | 0.02       |   |                                                 |   |       |  
|Diluted                                                                          |  | $                                                    | 0.01       |   |                                                 |   |       |  
|Weighted average number of common shares outstanding:                            |  |                                                      |            |   |                                                 |   |       |  
|Basic                                                                            |  |                                                      | 39,919,842 |   |                                                 |   |       |  
|Diluted                                                                          |  |                                                      | 40,055,878 |   |                                                 |   |       |  



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





4



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HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

AND PREDECESSOR STATEMENT OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                                   |  |                                                      |         |   |                                                 |   |       |  
|-------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------- | ------- | - | ----------------------------------------------- | - | ----- | -
|                                                                                                   |  | Highland HospitalityThree Months EndedMarch 31, 2004 |         |   | The PredecessorThree Months EndedMarch 31, 2003 |  
|Cash flows from operating activities:                                                              |  |                                                      |         |   |                                                 |   |       |  
|Net income (loss)                                                                                  |  | $                                                    | 600     |   |                                                 | $ | (554  | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                                                      |         |   |                                                 |   |       |  
|Depreciation and amortization                                                                      |  |                                                      | 1,594   |   |                                                 |   | 170   |  
|Amortization of deferred financing costs                                                           |  |                                                      |        |   |                                                 |   | 9     |  
|Minority interest in operating partnership                                                         |  |                                                      | 14      |   |                                                 |   |      |  
|Stock-based compensation                                                                           |  |                                                      | 706     |   |                                                 |   |      |  
|Changes in assets and liabilities:                                                                 |  |                                                      |         |   |                                                 |   |       |  
|Accounts receivable, net                                                                           |  |                                                      | (296    | ) |                                                 |   | (49   | )
|Prepaid expenses and other assets                                                                  |  |                                                      | (1,636  | ) |                                                 |   | 6     |  
|Accounts payable and accrued expenses                                                              |  |                                                      | 2,693   |   |                                                 |   | 215   |  
|Payable to affiliates                                                                              |  |                                                      | (1,291  | ) |                                                 |   |      |  
|                                                                                                   |  |                                                      |         |   |                                                 |   |       |  
|Net cash provided by (used in) operating activities                                                |  |                                                      | 2,384   |   |                                                 |   | (203  | )
|                                                                                                   |  |                                                      |         |   |                                                 |   |       |  
|                                                                                                   |  |                                                     
|Cash flows from investing activities:                                                              |  |                                                      |         |   |                                                 |   |       |  
|Acquisition of hotel properties, net of cash acquired                                              |  |                                                      | (40,140 | ) |                                                 |   |      |  
|Acquisition of furniture, fixtures and equipment                                                   |  |                                                      | (206    | ) |                                                 |   |      |  
|Additions to leasehold improvements and construction-in-progress                                   |  |                                                      | (287    | ) |                                                 |   | (66   | )
|Change in restricted cash                                                                          |  |                                                      | (1,015  | ) |                                                 |   | 9     |  
|                                                                                                   |  |                                                      |         |   |                                                 |   |       |  
|Net cash used in investing activities                                                              |  |                                                      | (41,648 | ) |                                                 |   | (57   | )
|                                                                                                   |  |                                                      |         |   |                                                 |   |       |  
|                                                                                                   |  |                                                     
|Cash flows from financing activities:                                                              |  |                                                      |         |   |                                                 |   |       |  
|Payment of issuance costs related to sale of common stock                                          |  |                                                      | (1,893  | ) |                                                 |   |      |  
|Repayments on debt                                                                                 |  |                                                      |        |   |                                                 |   | (45   | )
|Distributions to owners                                                                            |  |                                                      |        |   |                                                 |   | (388  | )
|                                                                                                   |  |                                                      |         |   |                                                 |   |       |  
|Net cash used in financing activities                                                              |  |                                                      | (1,893  | ) |                                                 |   | (433  | )
|                                                                                                   |  |                                                      |         |   |                                                 |   |       |  
|Net decrease in cash                                                                               |  |                                                      | (41,157 | ) |                                                 |   | (693  | )
|Cash and cash equivalents, beginning of period                                                     |  |                                                      | 225,630 |   |                                                 |   | 1,719 |  
|                                                                                                   |  |                                                      |         |   |                                                 |   |       |  
|Cash and cash equivalents, end of period                                                           |  | $                                                    | 184,473 |   |                                                 | $ | 1,026 |  
|                                                                                                   |  |                                                      |         |   |                                                 |   |       |  
|                                                                                                   |  |                                                     
|Supplemental disclosure of cash flow information:                                                  |  |                                                      |         |   |                                                 |   |       |  
|Cash paid for interest                                                                             |  | $                                                    | 310     |   |                                                 | $ | 213   |  
|Assumption of mortgage loan related to hotel acquisition                                           |  | $                                                    | 17,000  |   |                                                 |   |      |  
|Issuance of restricted common stock                                                                |  | $                                                    | 1,030   |   |                                                 |   |      |  



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



5



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HIGHLAND HOSPITALITY CORPORATION AND PREDECESSOR

NOTES TO FINANCIAL STATEMENTS



|1. | Organization and Description of Business
|-- | ----------------------------------------



Highland Hospitality Corporation (the Company) is a self-advised real estate investment trust (REIT) that was incorporated in
Maryland in July 2003 to own upscale full-service, premium limited-service, and extended stay properties located in major convention, business, resort and airport markets in the United States and all-inclusive resort properties in certain beachfront
destinations outside the United States. The Company commenced operations on December 19, 2003 when it completed its initial public offering (IPO) and concurrently consummated the acquisition of three hotel properties (initial
properties).



The IPO consisted of the sale of 30,000,000
shares of common stock at a price of $10 per share, resulting in gross proceeds of $300 million and net proceeds (after deducting underwriting discounts and offering expenses) of approximately $277 million. Concurrent with the IPO, the Company sold
in private placement transactions an aggregate of 4,550,000 shares of common stock at a price per share equal to the IPO price, less an amount equal to the underwriting discount of $0.70 per share. The proceeds generated from the private placement
transactions were approximately $42.3 million. On December 26, 2003, the Company sold an additional 4,500,000 shares of common stock at a price of $9.30 per share, net of the underwriting discount, as a result of the exercise of the
underwriters over-allotment option, resulting in additional net proceeds of approximately $41.9 million. The total net proceeds generated from the IPO, the private placement transactions, and the exercise of the underwriters
over-allotment option was approximately $361.2 million.



The
Company contributed all of the net proceeds from the IPO, the private placement transactions, and the exercise of the underwriters over-allotment option to Highland Hospitality, L.P., a Delaware limited partnership (the Operating
Partnership), in exchange for an approximate 97.7% general and limited partnership interest in the Operating Partnership. The Operating Partnership used approximately $61.9 million of the net proceeds from the Company, along with 953,719 units
of limited partner interest, to acquire all of the equity interests in the entities that own or lease the initial properties.



On December 29, 2003, December 30, 2003, January 8, 2004, and January 12, 2004, the Operating Partnership completed the acquisition of four additional
hotel properties for an aggregate purchase price of approximately $134.8 million, including the assumption of mortgage debt of $17 million. As of March 31, 2004, the Company owned seven hotel properties.



Substantially all of the Companys assets are held by, and all of its
operations are conducted through, the Operating Partnership. For the Company to qualify as a REIT, it cannot operate hotels. Therefore, the Operating Partnership, which is owned 97.7% by the Company and 2.3% 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 under 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 Company consolidated financial statements presented herein include all of the accounts of Highland Hospitality
Corporation as of and for the quarter ended March 31, 2004. For the quarter ended March 31, 2003, this report includes the financial statements of Portsmouth Hotel Associates, LLC (PHA), which was one of the three entities acquired by
the Company concurrent with the completion of the IPO on December 19, 2003. PHA was owned 66.7% by Barceló Crestline Corporation (Barceló Crestline), which was the sponsor of the Companys formation and IPO. PHA is
considered the predecessor to the Company for accounting purposes. Securities and Exchange Commission regulations require the inclusion of predecessor financial information for the periods prior to the Companys commencement of operations. The
predecessor statements of operations and cash flows for the quarter ended March 31, 2003 include the operations of PHA on its historical cost basis.



The information in these 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 financial statements, including notes, have been prepared in accordance with



6



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HIGHLAND HOSPITALITY CORPORATION AND PREDECESSOR

NOTES TO FINANCIAL STATEMENTS



the applicable rules of the Securities and Exchange Commission and do not include all of the information and
disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. Additional information is contained in the Highland Hospitality Corporation Form 10-K for the year ended December 31,
2003.



Principles of ConsolidationThe accompanying
Company financial statements include the accounts of Highland Hospitality Corporation and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.



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 for replacements of furniture, fixtures and equipment pursuant to certain requirements in the Companys hotel management and franchise agreements and
loan agreements.



Fair Value of Financial
InstrumentsThe Companys financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and a mortgage loan. Due to their short maturities, these financial instruments are carried at
amounts that reasonably approximate fair value.



Investment
in Hotel PropertiesInvestments in hotel properties are recorded at acquisition cost (except where interests are acquired from Barceló Crestline), 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 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 quarters ended March 31, 2004 and 2003.



Minority Interest in Operating PartnershipCertain hotel
properties have been acquired, in part, by the Operating Partnership 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 the Companys common 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.



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 telephone and gift shop sales.



7



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HIGHLAND HOSPITALITY CORPORATION AND PREDECESSOR

NOTES TO FINANCIAL STATEMENTS



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
statements of operations.



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.



PHA operated as a limited liability company and, as a result, was not subject to federal or state income taxation. Accordingly, no provision was made for federal or state income taxes in the predecessor financial
statements.



Earnings (Loss) Per ShareBasic
earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss)
available to common stockholders by the weighted average common shares outstanding during the period plus other potentially dilutive securities. The outstanding Operating Partnership units (which may be converted to common shares) have been excluded
from the diluted earnings (loss) per share calculation, as there would be no effect on reported diluted earnings (loss) per share.



Stock-based CompensationThe Company accounts for stock-based employee compensation using the fair value based method of accounting described
in Statement of Financial Accounting Standards No. 123, Accounting for Stock-based Compensation, as amended. For restricted stock awards, the Company records unearned compensation equal to the number of shares awarded multiplied by the
average price of the Companys common stock on the date of the award, less the purchase price for the stock, if any. Unearned compensation is amortized using the straight-line method over the period in which the restrictions lapse (i.e.,
vesting period). For unrestricted stock awards, the Company records compensation expense on the date of the award equal to the number of shares awarded multiplied by the average price of the Companys common stock on the date of the award, less
the purchase price for the stock, if any.



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



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 accounting principles generally accepted in the United States
of America 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 predecessor financial statements to conform to the Companys
presentation.



8



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HIGHLAND HOSPITALITY CORPORATION AND PREDECESSOR

NOTES TO FINANCIAL STATEMENTS



|3. | Acquisition of Hotel Properties
|-- | -------------------------------



On January 8, 2004, the Company acquired the 238-room Hilton Tampa Westshore hotel located in Tampa, Florida for approximately $30.2 million, which
included the assumption of mortgage debt which encumbers the hotel property of $17 million (see Note 5). On January 12, 2004, the Company acquired the 158-room Hilton Garden Inn Baltimore/Washington International (BWI) Airport hotel located in
Linthicum, Maryland for approximately $22.7 million in cash. The allocation of the purchase prices to the acquired assets and liabilities based on their fair values was as follows (in thousands):



|                                      |  |                        |         |   |                               |   |        |  
|------------------------------------- |  | ---------------------- | ------- | - | ----------------------------- | - | ------ | -
|                                      |  | Hilton Tampa Westshore |         |   | Hilton Garden Inn BWI Airport |  
|Land and land improvements            |  | $                      | 2,753   |   |                               | $ | 1,443  |  
|Buildings and leasehold improvements  |  |                        | 23,151  |   |                               |   | 20,063 |  
|Furniture, fixtures and equipment     |  |                        | 3,784   |   |                               |   | 1,048  |  
|Cash                                  |  |                        | 17      |   |                               |   | 2      |  
|Restricted cash                       |  |                        | 194     |   |                               |   |       |  
|Accounts receivable, net              |  |                        | 315     |   |                               |   | 83     |  
|Prepaid assets and other assets       |  |                        | 211     |   |                               |   | 72     |  
|Accounts payable and accrued expenses |  |                        | (266    | ) |                               |   | (24    | )
|Mortgage loan                         |  |                        | (17,000 | ) |                               |   |       |  
|                                      |  |                        |         |   |                               |   |        |  
|Net assets acquired                   |  | $                      | 13,159  |   |                               | $ | 22,687 |  
|                                      |  |                        |         |   |                               |   |        |  



The results of
operations for each of the hotel properties are included in the Companys consolidated statement of operations from their respective acquisition dates. The following pro forma information presents the results of operations of the Company for
the quarter ended March 31, 2003 as if the Hilton Tampa Westshore hotel and Hilton Garden Inn BWI Airport hotel acquisitions, as well as the five hotel property acquisitions that occurred in December 2003, had taken place on January 1, 2003. The
2003 pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have actually occurred had the transactions taken place on January 1, 2003, or of future results of
operations. Pro forma information for the quarter ended March 31, 2004 is not presented since the Hilton Tampa Westshore hotel and Hilton Garden Inn BWI Airport hotel acquisitions occurred near the beginning of the quarter. However, the
Companys actual results of operations for the quarter ended March 31, 2004 have been included for comparative purposes (in thousands).



|                         |  |                                     |        |             |   |       
|------------------------ |  | ----------------------------------- | ------ | ----------- | - | ------
|                         |  | (unaudited) Quarter Ended March 31,
|                         |  | 2004                                |        | 2003(1)    
|                         |  | (actual)                            |        | (pro forma)
|Total revenue            |  | $                                   | 18,734 |             | $ | 15,021
|Total operating expenses |  |                                     | 18,732 |             |   | 14,026
|Operating income         |  |                                     | 2      |             |   | 995   
|Net income               |  |                                     | 600    |             |   | 956   
|Earnings per share:      |  |                                     |        |             |   |       
|Basic                    |  | $                                   | 0.02   |             | $ | 0.02  
|Diluted                  |  | $                                   | 0.01   |             | $ | 0.02  



|(1) | The Sugar Land Marriott hotel and Hilton Garden Inn Virginia Beach hotel did not open for business until October 2003 and November 2003, respectively. Accordingly, the only activity
included in the pro forma results for the quarter ended March 31, 2003 related to these two hotels was pre-opening expenses of $0.2 million.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9



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HIGHLAND HOSPITALITY CORPORATION AND PREDECESSOR

NOTES TO FINANCIAL STATEMENTS



|4. | Investment in Hotel Properties
|-- | ------------------------------



Investment in hotel properties as of March 31, 2004 and December 31, 2003 consisted of the following (in thousands):



|                                                |  |                |         |   |                   |   |         |  
|----------------------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                                |  | March 31, 2004 |         |   | December 31, 2003 |  
|Land and land improvements                      |  | $              | 16,592  |   |                   | $ | 12,396  |  
|Buildings and leasehold improvements            |  |                | 169,936 |   |                   |   | 126,287 |  
|Furniture, fixtures and equipment               |  |                | 16,302  |   |                   |   | 11,265  |  
|Construction-in-progress                        |  |                | 287     |   |                   |   | 72      |  
|                                                |  |                |         |   |                   |   |         |  
|                                                |  |                | 203,117 |   |                   |   | 150,020 |  
|Less: accumulated depreciation and amortization |  |                | (4,052  | ) |                   |   | (2,458  | )
|                                                |  |                |         |   |                   |   |         |  
|                                                |  | $              | 199,065 |   |                   | $ | 147,562 |  
|                                                |  |                |         |   |                   |   |         |  



|5. | Mortgage Loan
|-- | -------------



In connection with the Hilton Tampa Westshore hotel acquisition, the Company assumed a $17 million mortgage loan that encumbers the hotel property. The
loan currently provides for monthly interest-only payments of approximately $0.1 million based on an interest rate of 7.9%. The lender may adjust the interest rate on June 30, 2004. Principal payments will commence in August 2004 and will be based
on a 25-year amortization period, less the number of months that have elapsed since July 1, 2004. Prepayment of the loan is not allowed without a prepayment penalty until the loan matures on January 1, 2005. However, if the lender chooses to adjust
the interest rate, the loan may be fully prepaid without penalty.



|6. | Earnings Per Share
|-- | ------------------



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



|                                                             |  |                              |           
|------------------------------------------------------------ |  | ---------------------------- | ----------
|                                                             |  | Quarter Ended March 31, 2004
|Numerator:                                                   |  |                              |           
|Net income                                                   |  | $                            | 600       
|                                                             |  |                              |           
|Denominator:                                                 |  |                              |           
|Weighted average number of common shares outstandingbasic   |  |                              | 39,919,842
|Effect of dilutive securities:                               |  |                              |           
|Warrants                                                     |  |                              | 136,036   
|                                                             |  |                              |           
|Weighted average number of common shares outstandingdiluted |  |                              | 40,055,878
|                                                             |  |                              |           
|Earnings per share:                                          |  |                              |           
|Basic                                                        |  | $                            | 0.02      
|Diluted                                                      |  | $                            | 0.01      



During the quarter
ended March 31, 2004, the Company issued 87,511 shares of restricted common stock to certain employees, which did not require payments by the employees. Subject to continued employment with the Company, the restrictions on the employees shares
lapse at the rate of one-third of the number of restricted shares per year commencing on the first anniversary of their issuance. The Company recorded unearned compensation of approximately $1 million and is amortizing the unearned compensation over
the 36-month period commencing on the date of the issuance.



10



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HIGHLAND HOSPITALITY CORPORATION AND PREDECESSOR

NOTES TO FINANCIAL STATEMENTS



In connection with the IPO, the Company granted to its underwriters, 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.



|7. | Income Taxes
|-- | ------------



The components of income tax benefit for the quarter ended March 31, 2004 are as follows (in thousands):



|                   |  |                             |      |  
|------------------ |  | --------------------------- | ---- | -
|                   |  | Quarter EndedMarch 31, 2004 |     
|Deferred:          |  |                             |      |  
|Federal            |  | $                           | (462 | )
|State              |  |                             | (79  | )
|                   |  |                             |      |  
|Income tax benefit |  | $                           | (541 | )
|                   |  |                             |      |  



A reconciliation of
the statutory federal income tax expense to the Companys income tax benefit is as follows (in thousands):



|                                                 |  |                             |      |  
|------------------------------------------------ |  | --------------------------- | ---- | -
|                                                 |  | Quarter EndedMarch 31, 2004 |     
|Statutory federal income tax expense             |  | $                           | 25   |  
|Effect of non-taxable REIT income                |  |                             | (514 | )
|State income tax benefit, net of federal benefit |  |                             | (52  | )
|                                                 |  |                             |      |  
|Income tax benefit                               |  | $                           | (541 | )
|                                                 |  |                             |      |  



As of March 31, 2004,
the Company had a net deferred tax asset of $0.4 million, primarily due to past and current years tax net operating losses. These loss carryforwards will begin to expire in 2023 if not utilized by then. The Company believes that it is more
likely than not that the net deferred tax asset will be realized and has determined that no valuation allowance is required.



|8. | Related Party Transactions
|-- | --------------------------



The third-party member, other than Barceló Crestline, of PHA and Sugar Land Hotel Associates, L.P. (one of the entities that the Company acquired
on December 19, 2003) was the developer of the Sugar Land Marriott hotel. The Company issued 281,181 Operating Partnership units to the third-party member in exchange for its equity interests in the two entities. As of December 31, 2003 and March
31, 2004, included in payable to affiliates in the consolidated balance sheet was approximately $2.6 million and $0.7 million, respectively, for construction costs related to the Sugar Land Marriott hotel.



Six of the seven hotels that the Company owned as of March 31, 2004 operate
under management agreements with Crestline Hotels & Resorts, Inc., which is a wholly-owned subsidiary of Barceló Crestline, each for a 10-year term. Crestline Hotels & Resorts receives a base management fee, and if the hotels meet and
exceed certain 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 due annually in
arrears within 105 days after the end of each fiscal year and will be equal to 15% of the amount by which operating profit for the fiscal year exceeds 11% of the Companys capitalized investment in the hotel. Crestline Hotels & Resorts will
not be entitled



11



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HIGHLAND HOSPITALITY CORPORATION AND PREDECESSOR

NOTES TO FINANCIAL STATEMENTS



to receive any incentive fee in any fiscal year in which the operating profit of the hotel has not equaled at least 11% of the Companys investment in
the hotel. The management agreement places a cap on the total amount of combined base and incentive management fees paid to Crestline Hotels & Resorts at 4.5% of gross revenues for each fiscal year.



For the quarter ended March 31, 2004, the Company paid Crestline Hotels &
Resorts approximately $0.3 million in management fees. For the quarter ended March 31, 2003, PHA paid Crestline Hotels & Resorts approximately $0.06 million in management fees.



|9. | Commitments and Contingencies
|-- | -----------------------------



Ground and Building LeasesPHA leases the Portsmouth Renaissance hotel and adjoining conference center from the Industrial Development
Authority of the City of Portsmouth pursuant to two separate lease agreements, each for an initial term of 50 years ending May 2049, with four ten-year renewal options and one nine-year renewal option. Base rent under the hotel lease is $0.05
million per year. Annual percentage rent is equal to 100% of available net cash flow after payment of all hotel operating expenses, the base rent, real estate and property taxes, insurance and a cumulative priority annual return to the lessee of
approximately $2 million, up to $0.2 million, then 50% of any remaining net cash flow until the 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 to an unrelated party, 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 $0.075 million 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 from the Sugar Land Town Square Development Authority for a term of 99 years 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 and/or net sale
proceeds for the applicable year in excess of the amount of net cash flow and/or net sales proceeds that would be necessary to generate a cumulative internal rate of return of 15%.



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



The Company leases a building adjacent to the Plaza San Antonio Marriott hotel from the City of San Antonio. The Company is in the second of four
permitted ten-year renewal options, expiring in March 2008. Annual rent due under the lease agreement is approximately $0.07 million, adjusted annually for increases in the consumer price index (CPI).



Management AgreementsSix of the seven hotels that the Company
owned at March 31, 2004 operate under management agreements with Crestline Hotels & Resorts, Inc., which is a wholly-owned subsidiary of Barceló Crestline, each for a 10-year term (see Note 8). The seventh hotel is managed by Hyatt
Corporation. The Hyatt Regency Savannah hotel management agreement expires on December 31, 2011, but provides for two extension periods of ten years each, at the option of Hyatt Corporation. Hyatt Corporation receives a base management fee, payable
on a monthly basis, equal to 4% of the hotels gross receipts. Hyatt Corporation is also eligible to receive an incentive fee, payable in monthly installments, equal to the amount by which 20% of the profit for a fiscal year exceeds the base
fee for that fiscal year.



Franchise AgreementsAs
of March 31, 2004, six of the Companys seven hotels operate under franchise licenses from national hotel companies. The Companys management agreement with Hyatt Corporation allows the Hyatt Regency Savannah hotel to operate under the
Hyatt brand. Of the six hotels franchise licenses, one expires in 2019, one expires in 2023, three expire in 2024, and one expires in 2032. Under the franchise agreements, the Company is



12



---

HIGHLAND HOSPITALITY CORPORATION AND PREDECESSOR

NOTES TO FINANCIAL STATEMENTS



required to pay a franchise fee generally between 4% and 5% of room revenues, plus additional fees that amount to
between 3% and 4% of room revenues from the hotels.



Restricted CashPursuant to its management, franchise and loan agreements, the Company is required to establish a property improvement fund for each hotel to cover the cost of replacements and renewals of furniture and fixtures
at the hotels. Contributions to the property improvement fund 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. As of March 31, 2004, the Company had restricted cash of approximately $1.2 million.



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



|10. | Subsequent Event
|--- | ----------------



On May 10, 2004, the Company acquired the 491-room Dallas/Fort Worth Airport Marriott hotel located in Dallas/Fort Worth, Texas for approximately $59
million in cash. Located just one mile from the Dallas/Fort Worth International Airport and 15 miles from downtown Dallas, the hotel is comprised of 491 rooms and contains 18,000 square feet of meeting space.



13



---

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



Executive Summary



The first quarter 2004 continued the trend of improved fundamentals in the lodging industry that we began to see in 2003, primarily as a result of
increased lodging demand due to an improving United States economy. We expect this trend to continue throughout the remainder of 2004 and into 2005. We were pleased with the performance of our initial hotel portfolio for our first full quarter as a
public company and believe our seven hotel properties will continue to benefit from overall lodging industry improvements. We are focusing our efforts on using the remainder of the proceeds from our initial public offering to acquire hotel
properties that are consistent with our investment strategy. The acquisition market is strong and competitive with many opportunities available to us. However, we will continue to carefully allocate our capital to investments that will maximize our
returns and increase stockholders value over the long term.



Overview



Highland Hospitality Corporation is a self-advised REIT
that was incorporated in July 2003 to own upscale full-service, premium limited-service, and extended stay properties located in major convention, business, resort and airport markets in the United States and all-inclusive resort properties in
certain beachfront destinations outside the United States. We commenced operations on December 19, 2003 when we completed our IPO and concurrently consummated the acquisition of three hotel properties.



The IPO consisted of the sale of 30,000,000 shares of common stock, resulting
in net proceeds (after deducting underwriting discounts and offering expenses) of approximately $277 million. In conjunction with the IPO, we sold an additional 9,050,000 shares of common stock as a result of private placement transactions and the
exercise of the underwriters over-allotment option, resulting in additional proceeds of approximately $84.2 million. The total net proceeds generated from the IPO, the private placement transactions, and the exercise of the underwriters
over-allotment option were approximately $361.2 million.



Our
initial three hotel properties were acquired from entities that were partially owned by Barceló Crestline, which was the sponsor of our formation and IPO. We used approximately $61.9 million of net proceeds from the IPO and issued 953,719
units of our Operating Partnership to acquire all of the equity interests in the three entities. The equity interests in the three entities acquired from Barceló Crestline, as our sponsor, in exchange for Operating Partnership units have been
accounted for as a reorganization of entities under common control and recorded at Barceló Crestlines historical cost basis. The remaining equity interests in the three entities acquired from third parties have been accounted for as
acquisitions of minority interests and recorded at fair value.



On December 29, 2003, December 30, 2003, January 8, 2004, and January 12, 2004, we completed the acquisition of four additional hotel properties for an aggregate purchase price of approximately $134.8 million, including the assumption of
mortgage debt of $17 million. We have accounted for the acquisition of the four hotel properties under the purchase method of accounting, recording these hotels at their acquisition costs. As of March 31, 2004, we owned seven hotel properties.



Substantially all of our assets are held by, and all of our
operations are conducted through 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 97.7% by us and
2.3% 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 under management contracts. HHC TRS is treated as a taxable REIT subsidiary for federal income tax purposes.



The discussion below relates to Highland Hospitality Corporation as of and for the quarter ended March 31, 2004. For the quarter ended March 31, 2003, the
discussion below relates to Portsmouth Hotel Associates, LLC, which was one of the three entities we acquired on December 19, 2003 and was partially owned by Barceló Crestline. Portsmouth Hotel Associates, LLC is considered the predecessor to
Highland Hospitality Corporation for accounting purposes. Securities and Exchange Commission regulations require the inclusion of predecessor financial information for the periods prior to Highland Hospitality Corporations commencement of
operations.



14



---

Results of Operations



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 telephone, parking or other guest services generated 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.



Highland Hospitality CorporationThree months ended March 31, 2004



RevenuesTotal revenue for the three months ended March 31, 2004 was $18.7 million, which includes rooms revenue of $12.1 million, food and
beverage revenue of $5.9 million, and other revenue of $0.7 million. Average occupancy, ADR, and RevPAR for the three months ended March 31, 2004 were 67.8%, $116.68, and $79.11, respectively. Revenues for the quarter ended March 31, 2004 included
the results of operations of five hotel properties for the full quarter and two hotel properties from their acquisition dates, January 8, 2004 and January 12, 2004, through March 31, 2004. Two of the hotels that we acquired on December 19, 2003 had
just recently opened for business (October 2003 and November 2003) and ramp-up efforts continued in the quarter ended March 31, 2004.



Included in the following table are the key hotel operating statistics for our five hotel properties that were open and operating during the quarters
ended March 31, 2004 and 2003. The Sugar Land Marriott hotel and Hilton Garden Inn Virginia Beach hotel did not open for business until October 2003 and November 2003, respectively, and thus have been excluded in the comparison. The hotel operating
statistics for the five hotels for the quarter ended March 31, 2003 reflect the results of operations of the hotels under previous ownership.



|            |  |                         |        |   |      |   |        |  
|----------- |  | ----------------------- | ------ | - | ---- | - | ------ | -
|            |  | Quarter Ended March 31, |       
|            |  | 2004                    |        |   | 2003 |  
|Occupancy % |  |                         | 74.3   | % |      |   | 74.9   | %
|ADR         |  | $                       | 120.93 |   |      | $ | 117.19 |  
|RevPAR      |  | $                       | 89.84  |   |      | $ | 87.81  |  



Hotel operating
expensesHotel operating expenses, excluding depreciation and amortization, for the three months ended March 31, 2004 were $14.9 million. Direct hotel operating expenses included rooms expenses of $2.6 million, food and beverage expenses of
$4.7 million, and other direct expenses of $0.5 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, were $7.1 million.



Depreciation
and amortizationDepreciation and amortization expense for the three months ended March 31, 2004 was $1.6 million.



Corporate general and administrativeTotal corporate and general administrative expenses for the three months ended March 31, 2004 were $2.2
million, which included non-cash stock-based compensation expense of $0.7 million. Also included in corporate and general expenses were $0.3 million of nonrecurring start-up costs related to our formation, such as IT consulting and corporate
governance costs.



Interest incomeInterest income
for the three months ended March 31, 2004 was $0.4 million.



15



---

Interest expenseInterest expense for the three months ended March 31, 2004 was $0.3 million,
resulting from the mortgage loan assumed in the Hilton Tampa Westshore hotel acquisition.



Income tax benefitIncome tax benefit for the three months ended March 31, 2004 was $0.5 million. The income tax benefit resulted from a taxable operating loss incurred by our TRS for the three months
ended March 31, 2004. As of March 31, 2004, we had a net deferred tax asset of $0.4 million, primarily due to past and current years tax net operating losses. These loss carryforwards will begin to expire in 2023 if not utilized by then. We
believe that it is more likely than not that the net deferred tax asset will be realized and have determined that no valuation allowance is required.



Net incomeNet income for the three months ended March 31, 2004 was $0.6 million, due to the items discussed above.



Portsmouth Hotel Associates, LLCThree months ended March 31, 2003



RevenueTotal revenue for the three
months ended March 31, 2003 was $2 million, which includes rooms revenue of $1 million and food and beverage revenue of $1 million. Average occupancy, ADR, and RevPAR for the three months ended March 31, 2003 were 61.4%, $74.70, and $45.86,
respectively.



Hotel operating expensesHotel
operating expenses, excluding depreciation and amortization, for the three months ended March 31, 2003 were $2.2 million. Direct hotel operating expenses included rooms expenses of $0.3 million and food and beverage expenses of $0.9 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, were $1 million.



Depreciation and amortizationDepreciation and amortization
expense for the three months ended March 31, 2003 was $0.2 million.



Interest expenseInterest expense for the three months ended March 31, 2003 was $0.2 million.



Net lossNet loss for the three months ended March 31, 2003 was $(0.6) million, due to the items discussed above.



Non-GAAP Financial Measures



Funds from operationsFunds from operations, or FFO, is defined
as net income (loss), plus real estate related depreciation and amortization. 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 is a useful financial performance measure for investors and management because it provides another indication of our performance prior to deduction of real estate related depreciation and amortization. The calculation of FFO may
vary from entity to entity, and as such, the presentation of FFO by us may not be comparable to FFO reported by other REITs. The following is a reconciliation between net income (loss) and FFO (in thousands):



|                                   |  |                                                   |       |                                              |   |      |  
|---------------------------------- |  | ------------------------------------------------- | ----- | -------------------------------------------- | - | ---- | -
|                                   |  | Highland Hospitality Quarter Ended March 31, 2004 |       | The Predecessor Quarter Ended March 31, 2003 |  
|Net income (loss)                  |  | $                                                 | 600   |                                              | $ | (554 | )
|Add: Depreciation and amortization |  |                                                   | 1,594 |                                              |   | 170  |  
|                                   |  |                                                   |       |                                              |   |      |  
|Funds from operations              |  | $                                                 | 2,194 |                                              | $ | (384 | )
|                                   |  |                                                   |       |                                              |   |      |  



16



---

EBITDAEBITDA is defined as net income (loss) before interest, income taxes, depreciation and
amortization. We believe it is a useful financial performance measure for investors and management because it provides an indication of the operating performance of our hotel properties and is not impacted by the capital structure of the REIT. The
following is a reconciliation between net income (loss) and EBITDA (in thousands):



|                                   |  |                                                   |       |   |                                              |   |      |  
|---------------------------------- |  | ------------------------------------------------- | ----- | - | -------------------------------------------- | - | ---- | -
|                                   |  | Highland Hospitality Quarter Ended March 31, 2004 |       |   | The Predecessor Quarter Ended March 31, 2003 |  
|Net income (loss)                  |  | $                                                 | 600   |   |                                              | $ | (554 | )
|Add: Depreciation and amortization |  |                                                   | 1,594 |   |                                              |   | 170  |  
|Interest expense                   |  |                                                   | 310   |   |                                              |   | 222  |  
|Less: Interest income              |  |                                                   | (381  | ) |                                              |   | (2   | )
|Income tax benefit                 |  |                                                   | (541  | ) |                                              |   |     |  
|                                   |  |                                                   |       |   |                                              |   |      |  
|EBITDA                             |  | $                                                 | 1,582 |   |                                              | $ | (164 | )
|                                   |  |                                                   |       |   |                                              |   |      |  



Neither FFO nor EBITDA
represent cash generated from operating activities as determined by accounting principles generally accepted in the United States of America (GAAP) and neither should be considered as an alternative to GAAP net income, as an indication
of our financial performance, or to cash flow from operating activities as determined by GAAP, as a measure of liquidity. In addition, FFO and EBITDA are not indicative of funds available to fund cash needs, including the ability to make cash
distributions.



Liquidity and Capital Resources



Cash flows from operations for the three months ended March 31, 2004 were
$2.4 million. For the three months ended March 31, 2004, we used $35.9 million to acquire the Hilton Tampa Westshore hotel and Hilton Garden Inn BWI Airport hotel. In addition, $4.2 million was used to reduce liabilities that were outstanding as of
December 31, 2003 related to our hotel acquisitions in December 2003. For the three months ended March 31, 2004, $1.9 million was used to reduce liabilities incurred in connection with our initial public offering on December 19, 2003. As of March
31, 2004, we had cash and cash equivalents of approximately $184.5 million. We intend to use the remaining proceeds from the IPO, the underwriters exercise of their over-allotment option, and the private placement transactions to invest in
additional hotel properties as suitable opportunities arise.



We expect to meet our short-term liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under an anticipated credit facility. We believe that net cash
provided by operations will be adequate to fund operating requirements, including planned renovations, pay interest on borrowings, and fund dividends in accordance with the REIT requirements of the federal income tax laws.



We intend to incur indebtedness to supplement our investment capital. While
our charter does not limit the amount of debt we can incur, to maintain flexibility to respond to industry conditions and opportunities, we intend to maintain target debt levels of 40-50% of historical asset cost. We are currently in negotiations
with several financial institutions to obtain a corporate credit facility, as well as long-term fixed rate non-recourse property mortgage debt. We anticipate that these financings will be completed during the second quarter 2004.



Capital Expenditures



We will 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 maintenance, repairs and alterations will be paid out of a property improvement fund, which will be funded by
a portion of hotel gross revenues. Routine repairs and maintenance will be administered by the management company. However, we have approval rights over capital expenditures. In the remainder of 2004 and first quarter 2005, we plan to spend
approximately $13 million on renovations at the Hyatt Regency Savannah and Plaza San Antonio Marriott hotels.



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Contractual Obligations



The following table sets forth our contractual obligations as of March 31, 2004, and the effect such obligations are expected to have on our liquidity
and cash flow in future periods (in thousands). There were no other off-balance sheet arrangements at March 31, 2004.



|                              |  |                        |       |                   |   |                   |  |                    |     |                     |   |     |  |   |      
|----------------------------- |  | ---------------------- | ----- | ----------------- | - | ----------------- |  | ------------------ | --- | ------------------- | - | --- |  | - | -----
|                              |  | Payments Due by Period
|Contractual Obligations       |  | Total                  |       | Less ThanOne Year |   | One toThree Years |  | Three toFive Years |     | More ThanFive Years
|Ground and Building Leases(1) |  | $                      | 5,906 |                   | $ | 191               |  | $                  | 382 |                     | $ | 333 |  | $ | 5,000

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|(1) | Included in the table are the base rent payments (i.e., minimum lease payments) due under the ground and building lease agreements for the Portsmouth Renaissance hotel and adjoining
conference center and the conference center and parking facility adjoining the Sugar Land Marriott hotel. The lease agreements provide for base rent payments each year and additional rent payments once we have exceeded a specified return on our
original investment. Additional rent payments are not included in the table due to the uncertainty of the timing and amount of the payments in the future. However, we do not expect to make additional rent payments over the next five years.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Inflation



Operators of hotels, in general, possess the ability to adjust room rates
daily to mitigate 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. 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.



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 (except where interests are acquired from Barceló Crestline) 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 current replacement cost for similar capacity and
allocated to buildings, improvements, furniture, fixtures and equipment based on 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 agreements and franchise agreements, which are recorded at fair
value. Above-market and below-market lease values are based on the present value of the difference between contractual amounts to be paid pursuant to the leases acquired and our estimate of the fair market lease rates for corresponding leases
measured over a period equal to the remaining non-cancelable term of the lease. Leases acquired which are at market do not have significant value. An existing franchise agreement is typically terminated at the time of acquisition and a new franchise
agreement is entered into based on then current market terms. Above-market and below-market franchise agreement values are based on the present value of the difference between contractual amounts to be paid pursuant to the franchise agreements
acquired and our estimate of the fair market franchise rates for corresponding franchise agreements measured over a period equal to the remaining non-cancelable term of the franchise agreement. Franchise agreements acquired which are at market do
not have significant value because they are easily transferable with minimal cost. 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



18



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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We account for stock-based employee compensation using the fair value based method of accounting described in
Statement of Financial Accounting Standards No. 123, Accounting for Stock-based Compensation, as amended. For restricted stock awards, we record unearned compensation equal to the number of shares awarded multiplied by the average price of
our common stock on the date of the award, less the purchase price for the stock, if any. Unearned compensation is amortized using the straight-line method over the period in which the restrictions lapse (i.e., vesting period). For unrestricted
stock awards, we record compensation expense on the date of the award equal to the number of shares awarded multiplied by the average price of our common stock on the date of the award, less the purchase price for the stock, if any.



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



Income TaxesWe record a valuation allowance to reduce deferred tax assets to an amount that we believe is more likely than not to be realized. Because of expected future taxable income of our TRSs, we
have not recorded a valuation allowance to reduce our net deferred tax asset as of March 31, 2004. Should our estimate of future taxable income be less than expected, we would record an adjustment to the net deferred tax asset in the period such
determination was made.



New Accounting Pronouncements



FASB Interpretation No. 46, Consolidation of Variable Interest Entities,
an Interpretation of Accounting Research Bulletin No. 51, as amended (FIN 46R), requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have
the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The adoption of FIN 46R did not have a
material impact on our results of operations, financial position, or cash flows.



Statement of Financial Accounting Standards No. 150 (SFAS 150), Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, clarifies the accounting for certain
financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of these financial instruments were classified as
equity. SFAS 150 is effective for all financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the beginning of the first interim period after June 15, 2003. However, in October 2003, the FASB elected to
indefinitely defer implementation of certain provisions of SFAS 150 relating to limited-life subsidiaries created before November 5, 2003. The adoption of SFAS 150 did not have a material impact 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 specifically;
| | - | ------------------------------------------------------------------------------------



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| |  | 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.
| | - | ----------------



These risks and uncertainties 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.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------



As of March 31, 2004, we did not have any financial instruments that were exposed to market risk. Our financial instruments included cash and cash
equivalents, accounts receivable, accounts payable, accrued expenses and a mortgage loan. Due to their short maturities, these financial instruments are carried at amounts that reasonably approximate fair value.



|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.



20



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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 2. | Changes in Securities and Use of Proceeds
|------- | -----------------------------------------



The shares of common stock that we sold in our initial public offering were registered under the Securities Act of 1933, as amended, on a Form S-11
Registration Statement (SEC File No. 333-108671) that was declared effective by the Securities and Exchange Commission on December 15, 2003. The aggregate net proceeds to us from the offering were approximately $318.9 million after deducting
approximately $24.1 million in underwriting discounts and approximately $2 million in other expenses incurred in connection with the offering.



We used approximately $180 million of the net proceeds to purchase our initial portfolio of seven hotels (five hotels were acquired by December 31, 2003
and another two were acquired within the first two weeks of 2004). We intend to use the remaining net proceeds to acquire additional hotel properties and for general corporate purposes. Pending the use of the proceeds, as described above, we will
invest any remaining proceeds in short-term, investment-grade, interest-bearing securities.



|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.



|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------



| | (a) | Exhibits
| | --- | --------



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



|               |  |                                                                                                                                                                                       
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                
|10.2.1*        |  | First Amendment to Employment Agreement between Highland Hospitality Corporation and James L. Francis, dated as of March 29, 2004                                                     
|               | 
|10.3.1*        |  | First Amendment to Employment Agreement between Highland Hospitality Corporation and Patrick W. Campbell, dated as of March 29, 2004                                                  
|               | 
|10.4.1*        |  | First Amendment to Employment Agreement between Highland Hospitality Corporation and Tracy M.J. Colden, dated as of March 29, 2004                                                    
|               | 
|10.5.1*        |  | First Amendment to Employment Agreement between Highland Hospitality Corporation and Douglas W. Vicari, dated as of March 29, 2004                                                    
|               | 
|31.1           |  | Certification of President and Chief Executive Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|               | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              
|               | 
|32.1           |  | Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                       
|               | 
|32.2           |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                     

---

|* | Denotes management contract or other compensatory plan or agreement.
|- | --------------------------------------------------------------------



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| | (b) | Reports on Form 8-K
| | --- | -------------------



The Company filed the following report on Form 8-K during the quarter ended March 31, 2004:



|                  |  |                                                                                                                                                                                                    
|----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date              |  | Items Reported On                                                                                                                                                                                  
|February 25, 2004 |  | Item 12Results of Operations and Financial Condition  On February 25, 2004, Highland Hospitality Corporation issued a press release announcing its results for the period ended December 31, 2003.



22



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SIGNATURE



Pursuant to the requirements of Section 13 or 15(d) 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: May 12, 2004 |  |  |  | By:                              |  | /s/    Douglas W. Vicari
|                   |  |  |  |                                  |  |                          |  | Douglas W. Vicari Executive Vice President, Chief
Financial Officer and Treasurer (Principal Financial and Accounting Officer)







23