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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended March 31, 2005



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)



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



8405 Greensboro
Drive, Suite 500, McLean, Virginia 22102



Telephone
Number (703) 336-4901



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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  x    No ̈



As of May 5, 2005, there were 40,063,151 shares of the registrants
common stock issued and outstanding.



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##### Table of Contents

HIGHLAND HOSPITALITY CORPORATION



INDEX



|        |  |                                                                                       |  |     
|------- |  | ------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                       |  | Page
|        |  | PART I                                                                                |  |     
|        |  |                                                                                      
|Item 1. |  | Financial Statements                                                                  |  | 3   
|        |  |                                                                                      
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 15  
|        |  |                                                                                      
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 23  
|        |  |                                                                                      
|Item 4. |  | Controls and Procedures                                                               |  | 23  
|        |  |                                                                                      
|        |  | PART II                                                                               |  |     
|        |  |                                                                                      
|Item 1. |  | Legal Proceedings                                                                     |  | 24  
|        |  |                                                                                      
|Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 24  
|        |  |                                                                                      
|Item 3. |  | Defaults Upon Senior Securities                                                       |  | 24  
|        |  |                                                                                      
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                   |  | 24  
|        |  |                                                                                      
|Item 5. |  | Other Information                                                                     |  | 24  
|        |  |                                                                                      
|Item 6. |  | Exhibits                                                                              |  | 24  



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##### Table of Contents

PART I



Item 1.Financial Statements



HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



|                                                                                                                                                                |  |                |         |   |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                                |  | March 31, 2005 |         |   | December 31, 2004 |  
|                                                                                                                                                                |  | (unaudited)    |         |   |                   |  
|ASSETS                                                                                                                                                          |  |                |         |   |                   |   |         |  
|Investment in hotel properties, net                                                                                                                             |  | $              | 605,237 |   |                   | $ | 578,715 |  
|Asset held for sale                                                                                                                                             |  |                | 3,000   |   |                   |   | 3,000   |  
|Deposits on hotel property acquisitions                                                                                                                         |  |                | 8,378   |   |                   |   | 8,714   |  
|Cash and cash equivalents                                                                                                                                       |  |                | 43,720  |   |                   |   | 75,481  |  
|Restricted cash                                                                                                                                                 |  |                | 32,019  |   |                   |   | 38,710  |  
|Accounts receivable, net of allowance for doubtful accounts of $165 and $133at March 31, 2005 and December 31, 2004,
respectively                               |  |                | 10,100  |   |                   |   | 7,010   |  
|Prepaid expenses and other assets                                                                                                                               |  |                | 10,880  |   |                   |   | 8,279   |  
|Deferred financing costs, net of accumulated amortization of $450 and $191at March 31, 2005 and December 31, 2004,
respectively                                 |  |                | 4,590   |   |                   |   | 4,732   |  
|                                                                                                                                                                |  |                |         |   |                   |   |         |  
|Total assets                                                                                                                                                    |  | $              | 717,924 |   |                   | $ | 724,641 |  
|                                                                                                                                                                |  |                |         |   |                   |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                            |  |                |         |   |                   |   |         |  
|Long-term debt                                                                                                                                                  |  | $              | 341,932 |   |                   | $ | 342,854 |  
|Accounts payable and accrued expenses                                                                                                                           |  |                | 16,694  |   |                   |   | 17,140  |  
|Dividends/distributions payable                                                                                                                                 |  |                | 5,724   |   |                   |   | 5,726   |  
|Other liabilities                                                                                                                                               |  |                | 2,835   |   |                   |   | 3,122   |  
|                                                                                                                                                                |  |                |         |   |                   |   |         |  
|Total liabilities                                                                                                                                               |  |                | 367,185 |   |                   |   | 368,842 |  
|                                                                                                                                                                |  |                |         |   |                   |   |         |  
|Minority interest in operating partnership                                                                                                                      |  |                | 6,978   |   |                   |   | 8,321   |  
|Commitments and contingencies (Note 10)                                                                                                                         |  |                |         |   |                   |   |         |  
|                                                                                                                                                                |  |               
|Preferred stock, $.01 par value; 100,000,000 shares authorized;no shares issued at March 31, 2005 and December 31, 2004                                         |  |                |        |   |                   |   |        |  
|Common stock, $.01 par value; 500,000,000 shares authorized;40,144,699 shares and 40,002,011 shares issued at March 31, 2005and
December 31, 2004, respectively |  |                | 401     |   |                   |   | 400     |  
|Additional paid-in capital                                                                                                                                      |  |                | 368,081 |   |                   |   | 366,856 |  
|Treasury stock, at cost; 81,548 shares and 71,242 sharesat March 31, 2005 and December 31, 2004, respectively                                                   |  |                | (912    | ) |                   |   | (801    | )
|Unearned compensation                                                                                                                                           |  |                | (5,409  | ) |                   |   | (6,182  | )
|Cumulative dividends in excess of net income                                                                                                                    |  |                | (18,400 | ) |                   |   | (12,795 | )
|                                                                                                                                                                |  |                |         |   |                   |   |         |  
|Total stockholders equity                                                                                                                                      |  |                | 343,761 |   |                   |   | 347,478 |  
|                                                                                                                                                                |  |                |         |   |                   |   |         |  
|Total liabilities and stockholders equity                                                                                                                      |  | $              | 717,924 |   |                   | $ | 724,641 |  
|                                                                                                                                                                |  |                |         |   |                   |   |         |  



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



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HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



|                                                                                 |  |                              |        |   |      |   |        |  
|-------------------------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                 |  | Three Months Ended March 31, |       
|                                                                                 |  | 2005                         |        |   | 2004 |  
|REVENUE                                                                          |  |                              |        |   |      |   |        |  
|Rooms                                                                            |  | $                            | 32,634 |   |      | $ | 12,113 |  
|Food and beverage                                                                |  |                              | 15,661 |   |      |   | 5,887  |  
|Other                                                                            |  |                              | 1,866  |   |      |   | 734    |  
|                                                                                 |  |                              |        |   |      |   |        |  
|Total revenue                                                                    |  |                              | 50,161 |   |      |   | 18,734 |  
|                                                                                 |  |                              |        |   |      |   |        |  
|EXPENSES                                                                         |  |                              |        |   |      |   |        |  
|Hotel operating expenses:                                                        |  |                              |        |   |      |   |        |  
|Rooms                                                                            |  |                              | 7,908  |   |      |   | 2,572  |  
|Food and beverage                                                                |  |                              | 10,956 |   |      |   | 4,748  |  
|Other direct                                                                     |  |                              | 1,006  |   |      |   | 483    |  
|Indirect                                                                         |  |                              | 19,258 |   |      |   | 7,138  |  
|                                                                                 |  |                              |        |   |      |   |        |  
|Total hotel operating expenses                                                   |  |                              | 39,128 |   |      |   | 14,941 |  
|Depreciation and amortization                                                    |  |                              | 4,708  |   |      |   | 1,594  |  
|Corporate general and administrative:                                            |  |                              |        |   |      |   |        |  
|Stock-based compensation                                                         |  |                              | 773    |   |      |   | 706    |  
|Other                                                                            |  |                              | 1,811  |   |      |   | 1,491  |  
|                                                                                 |  |                              |        |   |      |   |        |  
|Total operating expenses                                                         |  |                              | 46,420 |   |      |   | 18,732 |  
|                                                                                 |  |                              |        |   |      |   |        |  
|Operating income                                                                 |  |                              | 3,741  |   |      |   | 2      |  
|                                                                                 |  |                             
|Interest income                                                                  |  |                              | 317    |   |      |   | 381    |  
|Interest expense                                                                 |  |                              | 5,275  |   |      |   | 310    |  
|                                                                                 |  |                              |        |   |      |   |        |  
|Income (loss) before minority interest in operating partnership and income taxes |  |                              | (1,217 | ) |      |   | 73     |  
|                                                                                 |  |                             
|Minority interest in operating partnership                                       |  |                              | 2      |   |      |   | (14    | )
|Income tax benefit                                                               |  |                              | 1,219  |   |      |   | 541    |  
|                                                                                 |  |                              |        |   |      |   |        |  
|Net income                                                                       |  | $                            | 4      |   |      | $ | 600    |  
|                                                                                 |  |                              |        |   |      |   |        |  
|Earnings per share:                                                              |  |                              |        |   |      |   |        |  
|Basic                                                                            |  | $                            |       |   |      | $ | .02    |  
|Diluted                                                                          |  | $                            |       |   |      | $ | .02    |  



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



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HIGHLAND HOSPITALITY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                 |  |                              |         |   |      |   |         |  
|-------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                 |  | Three Months Ended March 31, |        
|                                                                                 |  | 2005                         |         |   | 2004 |  
|Cash flows from operating activities:                                            |  |                              |         |   |      |   |         |  
|Net income                                                                       |  | $                            | 4       |   |      | $ | 600     |  
|Adjustments to reconcile net income tonet cash provided by operating activities: |  |                              |         |   |      |   |         |  
|Depreciation and amortization                                                    |  |                              | 4,708   |   |      |   | 1,594   |  
|Amortization of deferred financing costs                                         |  |                              | 259     |   |      |   |        |  
|Amortization of discount on mortgage loan                                        |  |                              | 18      |   |      |   |        |  
|Change in fair value of interest rate swap                                       |  |                              | (291    | ) |      |   |        |  
|Minority interest in income of operating partnership                             |  |                              | (2      | ) |      |   | 14      |  
|Stock-based compensation                                                         |  |                              | 773     |   |      |   | 706     |  
|Changes in assets and liabilities:                                               |  |                              |         |   |      |   |         |  
|Accounts receivable, net                                                         |  |                              | (3,090  | ) |      |   | (296    | )
|Prepaid expenses and other assets                                                |  |                              | (526    | ) |      |   | (1,636  | )
|Accounts payable and accrued expenses                                            |  |                              | (463    | ) |      |   | 2,693   |  
|Payable to affiliates                                                            |  |                              |        |   |      |   | (1,291  | )
|                                                                                 |  |                              |         |   |      |   |         |  
|Net cash provided by operating activities                                        |  |                              | 1,390   |   |      |   | 2,384   |  
|                                                                                 |  |                              |         |   |      |   |         |  
|Cash flows from investing activities:                                            |  |                              |         |   |      |   |         |  
|Acquisition of hotel properties, net of cash acquired                            |  |                              | (18,064 | ) |      |   | (40,140 | )
|Improvements and additions to hotel properties                                   |  |                              | (14,604 | ) |      |   | (493    | )
|Change in restricted cash                                                        |  |                              | 6,691   |   |      |   | (1,015  | )
|                                                                                 |  |                              |         |   |      |   |         |  
|Net cash used in investing activities                                            |  |                              | (25,977 | ) |      |   | (41,648 | )
|                                                                                 |  |                              |         |   |      |   |         |  
|Cash flows from financing activities:                                            |  |                              |         |   |      |   |         |  
|Payment of issuance costs related to sale of common stock                        |  |                              |        |   |      |   | (1,893  | )
|Payment of issuance costs related to Form S-3 registration statement             |  |                              | (280    | ) |      |   |        |  
|Purchase of treasury stock                                                       |  |                              | (111    | ) |      |   |        |  
|Principal payments on long-term debt                                             |  |                              | (940    | ) |      |   |        |  
|Payment of deferred financing costs                                              |  |                              | (117    | ) |      |   |        |  
|Payment of dividends to stockholders                                             |  |                              | (5,590  | ) |      |   |        |  
|Payment of distributions to minority interests                                   |  |                              | (136    | ) |      |   |        |  
|                                                                                 |  |                              |         |   |      |   |         |  
|Net cash used in financing activities                                            |  |                              | (7,174  | ) |      |   | (1,893  | )
|                                                                                 |  |                              |         |   |      |   |         |  
|Net decrease in cash                                                             |  |                              | (31,761 | ) |      |   | (41,157 | )
|Cash and cash equivalents, beginning of period                                   |  |                              | 75,481  |   |      |   | 225,630 |  
|                                                                                 |  |                              |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                         |  | $                            | 43,720  |   |      | $ | 184,473 |  
|                                                                                 |  |                              |         |   |      |   |         |  
|Supplemental disclosure of cash flow information:                                |  |                              |         |   |      |   |         |  
|Cash paid for interest                                                           |  | $                            | 5,474   |   |      | $ | 310     |  
|Assumption of mortgage loan related to hotel acquisition                         |  |                              |        |   |      |   | 17,000  |  
|Issuance of restricted common stock to employees                                 |  |                              |        |   |      |   | 1,030   |  
|Issuance of common stock related to redemption of                                |  |                              |         |   |      |   |         |  
|Operating Partnership units                                                      |  |                              | 1,226   |   |      |   |        |  



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



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HIGHLAND HOSPITALITY CORPORATION

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 of the United States. The Company commenced operations on December 19, 2003 when it completed its initial public offering (IPO) and concurrently acquired three hotel properties. Since
the IPO and the acquisition of its first three hotel properties, the Company has acquired 15 hotel properties. As of March 31, 2005, the Company owned 18 hotel properties with 5,143 rooms located in 10 states.



Substantially all of the Companys assets are held by, and all of its
operations are conducted through, Highland Hospitality, L.P., a Delaware limited partnership (the Operating Partnership). For the Company to qualify as a REIT, it cannot operate hotels. Therefore, the Operating Partnership, which is
owned approximately 98% by the Company and approximately 2% by other limited partners, leases its hotels to subsidiaries of HHC TRS Holding Corporation (collectively, HHC TRS), which is a wholly-owned subsidiary of the Operating
Partnership. HHC TRS then engages hotel management companies to operate the hotels pursuant to management contracts. HHC TRS is treated as a taxable REIT subsidiary for federal income tax purposes.



2. Summary of Significant Accounting Policies



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



The information in these consolidated financial statements is unaudited but, in the opinion of management, reflects all
adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal, recurring nature unless disclosed otherwise. These consolidated financial statements, including notes, have been prepared in
accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by 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, 2004.



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



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



Derivative InstrumentsThe Company
accounts for derivative instruments in accordance with the provisions of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted (SFAS 133).
Under SFAS 133, all derivative instruments are required to be recognized as either assets or liabilities in the balance sheet and measured at fair value. Derivative instruments used to hedge the exposure to changes in the fair value of an asset,
liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments used to hedge the exposure to variability in expected future cash flows, or other types of
forecasted transactions, are considered cash flow hedges. For a derivative instrument designated as a cash flow hedge, the change in fair value each period is reported in accumulated other comprehensive income in stockholders equity to the
extent the hedge is effective. For a derivative instrument designated as a fair value hedge, the change in fair value each period is reported in earnings along with the change in fair value of the hedged item attributable to the risk being hedged.
For a derivative instrument that does not qualify for hedge accounting or is not designated as a hedge, the change in fair value each period is reported in earnings. The Company does not enter into derivative instruments for speculative trading
purposes.



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HIGHLAND HOSPITALITY CORPORATION

NOTES TO FINANCIAL STATEMENTS



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



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



The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or
circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are
located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property exceed its carrying value. If the
estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel propertys estimated fair market value is recorded and an impairment loss recognized. No
impairment losses have been recorded for the three months ended March 31, 2005 and 2004.



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



The Company capitalizes interest relating to hotel properties undergoing major renovations. Interest capitalized for the
three months ended March 31, 2005 was $0.1 million.



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



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 parking, telephone
and gift shop sales.



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



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HIGHLAND HOSPITALITY CORPORATION

NOTES TO FINANCIAL STATEMENTS



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



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



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



Earnings
(Loss) Per ShareBasic earnings (loss) per share is calculated by dividing net income (loss), less dividends on unvested restricted common stock, by the weighted average number of common shares outstanding during the period. Diluted
earnings (loss) per share is calculated by dividing net income (loss), less dividends on unvested restricted common stock, by the weighted average number of common shares outstanding during the period, plus other potentially dilutive securities,
such as unvested shares of restricted common stock and warrants. The outstanding Operating Partnership units (which may be 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).



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



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



Use of EstimatesThe preparation of the financial statements in
conformity with 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.



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HIGHLAND HOSPITALITY CORPORATION

NOTES TO FINANCIAL STATEMENTS



New Accounting PronouncementsStatement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payment(SFAS 123R), requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. The statement requires a public entity to measure the cost of
employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service
in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The provisions of SFAS 123R will be effective as of January 1, 2006. Since the Company currently uses the
fair value method of accounting for stock-based compensation, the adoption of SFAS 123R is not expected to have a material effect on the Companys results of operations, financial position, or cash flows.



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 the Companys results of operations, financial position, or cash flows.



Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity(SFAS 150), 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. The adoption of SFAS 150 did not have a material impact on the Companys results of operations, financial position, or cash flows.



3. Acquisition of Hotel Properties



During 2004, the Company acquired 12 hotel properties, consisting of 3,623
rooms, for an aggregate purchase price of approximately $441.6 million, including the assumption of mortgage debt of approximately $28.3 million. The hotel acquisitions were funded with proceeds from the IPO, along with proceeds from the issuance of
long-term debt during 2004. The hotel properties acquired were:



|                                     |  |                |  |                       |  |                   
|------------------------------------ |  | -------------- |  | --------------------- |  | ------------------
|Property                             |  | Number ofRooms |  | Location              |  | Acquired          
|Hilton Tampa Westshore               |  | 238            |  | Tampa, FL             |  | January 8, 2004   
|Hilton Garden Inn BWI Airport        |  | 158            |  | Linthicum, MD         |  | January 12, 2004  
|Dallas/Fort Worth Airport Marriott   |  | 491            |  | Dallas/Fort Worth, TX |  | May 10, 2004      
|Residence Inn Tampa Downtown         |  | 109            |  | Tampa, FL             |  | August 2, 2004    
|Courtyard Savannah Historic District |  | 156            |  | Savannah, GA          |  | August 2, 2004    
|Hyatt Regency Wind Watch Long Island |  | 360            |  | Hauppauge, NY         |  | August 19, 2004   
|Courtyard Boston Tremont             |  | 322            |  | Boston, MA            |  | August 19, 2004   
|Crowne Plaza Atlanta-Ravinia         |  | 495            |  | Atlanta, GA           |  | August 19, 2004   
|Hilton Parsippany                    |  | 510            |  | Parsippany, NJ        |  | August 19, 2004   
|Radisson Mount Laurel                |  | 283            |  | Mount Laurel, NJ      |  | September 1, 2004 
|Omaha Marriott                       |  | 299            |  | Omaha, NE             |  | September 15, 2004
|Courtyard Denver Airport             |  | 202            |  | Denver, CO            |  | September 17, 2004
|                                     |  |                |  |                       |  |                   
|Total number of rooms                |  | 3,623          |  |                       |  |                   
|                                     |  |                |  |                       |  |                   



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HIGHLAND HOSPITALITY CORPORATION

NOTES TO FINANCIAL STATEMENTS



On February 4, 2005, the Company acquired the 196-room Sheraton Annapolis hotel in Annapolis,
Maryland for approximately $18.4 million. The entity that sold the hotel is owned 33.3% by Barceló Corporación Empresarial, S.A., which is the parent company of Barceló Crestline Corporation (Barceló
Crestline), which sponsored the Companys formation and IPO. The Company entered into a long-term agreement with Crestline Hotels & Resorts, Inc. to manage the hotel property. In conjunction with the acquisition, the Company assumed a
lease agreement for the land underlying the hotel with an initial term ending September 2059. The Company concluded that the ground lease terms are below current market terms and recorded a $1.7 million favorable lease asset, which the Company is
amortizing over the useful life of the building. The allocation of the purchase price to the acquired assets and liabilities based on their fair values was as follows (in thousands):



|                                      |  |                  |        |  
|------------------------------------- |  | ---------------- | ------ | -
|                                      |  | 2005 Acquisition |       
|Buildings and leasehold improvements  |  | $                | 15,683 |  
|Furniture, fixtures and equipment     |  |                  | 1,100  |  
|Cash                                  |  |                  | 8      |  
|Prepaid assets and other assets       |  |                  | 1,809  |  
|Accounts payable and accrued expenses |  |                  | (167   | )
|                                      |  |                  |        |  
|Net assets acquired                   |  | $                | 18,433 |  
|                                      |  |                  |        |  



The results of
operations for each of the hotel properties are included in the Companys consolidated statements of operations from their respective acquisition dates. The following pro forma financial information presents the results of operations of the
Company for the three months ended March 31, 2005 and 2004 as if the 12 hotel acquisitions that occurred in 2004 and the Sheraton Annapolis hotel acquisition had taken place on January 1, 2004. The 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, 2004, or of future results of operations (in thousands, except per share
data).



|                           |  |                                         |        |      |   |        |  
|-------------------------- |  | --------------------------------------- | ------ | ---- | - | ------ | -
|                           |  | (unaudited) Three Months EndedMarch 31, |       
|                           |  | 2005                                    |        | 2004 |  
|Total revenue              |  | $                                       | 50,691 |      | $ | 52,548 |  
|Total operating expenses   |  |                                         | 46,930 |      |   | 48,470 |  
|Operating income           |  |                                         | 3,761  |      |   | 4,078  |  
|Net income (loss)          |  |                                         | 21     |      |   | (401   | )
|Earnings (loss) per share: |  |                                         |        |      |   |        |  
|Basic and diluted          |  |                                         |       |      |   | (.01   | )



4. Investment in Hotel Properties



Investment in hotel properties as of March 31, 2005 and
December 31, 2004 consisted of the following (in thousands):



|                                                |  |                |         |   |                   |   |         |  
|----------------------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                                |  | March 31, 2005 |         |   | December 31, 2004 |  
|Land and land improvements                      |  | $              | 67,314  |   |                   | $ | 67,314  |  
|Buildings and leasehold improvements            |  |                | 507,403 |   |                   |   | 491,537 |  
|Furniture, fixtures and equipment               |  |                | 31,273  |   |                   |   | 29,336  |  
|Construction-in-progress                        |  |                | 17,977  |   |                   |   | 4,550   |  
|                                                |  |                |         |   |                   |   |         |  
|                                                |  |                | 623,967 |   |                   |   | 592,737 |  
|Less: accumulated depreciation and amortization |  |                | (18,730 | ) |                   |   | (14,022 | )
|                                                |  |                |         |   |                   |   |         |  
|                                                |  | $              | 605,237 |   |                   | $ | 578,715 |  
|                                                |  |                |         |   |                   |   |         |  





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HIGHLAND HOSPITALITY CORPORATION

NOTES TO FINANCIAL STATEMENTS



5. 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):



|                                                                      |  |                              |            |   |      |   |           
|--------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ----------
|                                                                      |  | Three Months Ended March 31,
|                                                                      |  | 2005                         |            |   | 2004
|Numerator:                                                            |  |                              |            |   |      |   |           
|Net income                                                            |  | $                            | 4          |   |      | $ | 600       
|Less: dividends on unvested restricted common stock                   |  |                              | (86        | ) |      |   |          
|                                                                      |  |                              |            |   |      |   |           
|Net income (loss) after dividends on unvested restricted common stock |  | $                            | (82        | ) |      | $ | 600       
|                                                                      |  |                              |            |   |      |   |           
|Denominator:                                                          |  |                              |            |   |      |   |           
|Weighted average number of common shares outstandingbasic            |  |                              | 39,376,737 |   |      |   | 39,080,007
|Effect of dilutive securities:                                        |  |                              |            |   |      |   |           
|Unvested restricted common stock                                      |  |                              | 93,996     |   |      |   | 147,541   
|Warrants                                                              |  |                              | 47,717     |   |      |   | 136,036   
|                                                                      |  |                              |            |   |      |   |           
|Weighted average number of common shares outstandingdiluted          |  |                              | 39,518,450 |   |      |   | 39,363,584
|                                                                      |  |                              |            |   |      |   |           
|Earnings per share:                                                   |  |                              |            |   |      |   |           
|Basic                                                                 |  | $                            |           |   |      | $ | .02       
|Diluted                                                               |  | $                            |           |   |      | $ | .02       



6. Cash Distributions



On December 15, 2004, the Companys board of
directors declared a cash distribution to stockholders of the Company and partners of the Operating Partnership of record as of December 31, 2004. The cash distribution of $.14 per common share and partnership unit was paid on January 14, 2005.



On March 10, 2005, the Companys board of directors
declared a cash distribution to stockholders of the Company and partners of the Operating Partnership of record as of March 31, 2005. The cash distribution of $.14 per common share and partnership unit was paid on April 15, 2005.



7. Capital Stock



Treasury StockFor the three months ended March 31, 2005, the Company purchased 10,306 shares of common stock
from employees to satisfy the minimum statutory tax withholding requirements related to the vesting of their shares of restricted common stock.



Operating Partnership UnitsHolders of Operating Partnership units have certain redemption rights, which enable them to cause the Operating
Partnership to redeem their units in exchange for shares of the Companys common stock on a one-for-one basis or, at the option of the Company, cash per unit equal to the market price of the Companys common stock at the time of
redemption. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting
the ownership interests of the limited partners or the stockholders of the Company.



In February 2005, a limited partner caused the Operating Partnership to redeem its units in exchange for 142,688 shares of the Companys common stock. As of March 31, 2005, the total number of Operating
Partnership units outstanding was 824,523.





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##### Table of Contents

HIGHLAND HOSPITALITY CORPORATION

NOTES TO FINANCIAL STATEMENTS



8. Income Taxes



The components of income tax benefit for the three months ended March 31, 2005 and 2004 are as follows (in thousands):



|                   |  |                              |        |   |      |   |      |  
|------------------ |  | ---------------------------- | ------ | - | ---- | - | ---- | -
|                   |  | Three Months Ended March 31, |       
|                   |  | 2005                         |        |   | 2004 |  
|Deferred:          |  |                              |        |   |      |   |      |  
|Federal            |  | $                            | (1,013 | ) |      | $ | (462 | )
|State              |  |                              | (206   | ) |      |   | (79  | )
|                   |  |                              |        |   |      |   |      |  
|Income tax benefit |  | $                            | (1,219 | ) |      | $ | (541 | )
|                   |  |                              |        |   |      |   |      |  



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



|                                                           |  |                              |        |   |      |   |      |  
|---------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ---- | -
|                                                           |  | Three Months Ended March 31, |       
|                                                           |  | 2005                         |        |   | 2004 |  
|Statutory federal income tax expense (benefit)             |  | $                            | (414   | ) |      | $ | 25   |  
|Effect of non-taxable REIT loss (income)                   |  |                              | (686   | ) |      |   | (514 | )
|State income tax expense (benefit), net of federal benefit |  |                              | (136   | ) |      |   | (52  | )
|Other                                                      |  |                              | 17     |   |      |   |     |  
|                                                           |  |                              |        |   |      |   |      |  
|Income tax expense (benefit)                               |  | $                            | (1,219 | ) |      | $ | (541 | )
|                                                           |  |                              |        |   |      |   |      |  



As of March 31, 2005,
the Company had a net deferred tax asset of $2.5 million, primarily due to 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 HHC TRS
will generate sufficient taxable income to realize in full this deferred tax asset. Accordingly, no valuation allowance has been recorded at March 31, 2005.



9. Related-Party Transactions



Management AgreementsAs of March 31, 2005, 10 of the Companys 18 hotels operated pursuant to 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 performance thresholds, an
incentive management fee. The base management fee for the hotels is generally between 2% and 3.5% of total gross revenues from the hotels. The incentive management fee, if any, for each hotel will be 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 income for the fiscal year exceeds 11% of the Companys capitalized investment in the hotel. Crestline Hotels & Resorts will not be entitled to receive any
incentive fee in any fiscal year in which the operating income of the hotel has not equaled at least 11% of the Companys capitalized investment in the hotel. The management agreements place a cap on the total amount of combined base and
incentive management fees paid to Crestline Hotels & Resorts at 4.5% of gross revenues for each fiscal year.



For the three months ended March 31, 2005 and 2004, the Company paid Crestline Hotels & Resorts approximately $0.6 million and $0.3 million,
respectively, in management fees.



Overhead and Cost-sharing
ArrangementSince the Companys inception, it has had an informal overhead and cost-sharing arrangement with Barceló Crestline whereby the Company has shared Barceló Crestlines office space and related furniture,
fixtures and equipment and certain support services, including human resources and information technology functions, in exchange for a monthly reimbursement of the estimated value to the Company from this sharing arrangement. For the three months
ended March 31, 2005 and 2004, the Company paid Barceló Crestline approximately $60,000 and $70,000, respectively, under this arrangement.



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##### Table of Contents

HIGHLAND HOSPITALITY CORPORATION

NOTES TO FINANCIAL STATEMENTS



10. Commitments and Contingencies



Ground and Building LeasesThe Company 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 $50,000 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 $75,000 per year or the maximum amount of rent
allowable under tax regulations so as to preserve the tax-exempt status of the Portsmouth Industrial Development Authority bonds issued in connection with the hotel and conference center.



The Company leases the conference center and parking facility adjoining the Sugar Land Marriott hotel 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 rent was owed, as the
thresholds were not met in any period presented in the financial statements.



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



Management AgreementsAs of March 31, 2005, the Companys hotel properties operated pursuant to long-term agreements with five management
companies, including Crestline Hotels & Resorts, Inc. (10 hotels), Marriott International, Inc. (3 hotels), Hyatt Corporation (2 hotels), McKibbon Hotel Management, Inc. (2 hotels), and Sage Hospitality Resources (1 hotel). Each management
company receives a base management fee generally between 2% and 4% of hotel revenues. The management companies are also eligible to receive an incentive management fee, if hotel operating income, as defined in the management agreements, exceeds
certain thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel.



Franchise AgreementsAs of March 31, 2005, 13 of the
Companys 18 hotel properties operated pursuant to franchise agreements from national hotel companies. The Companys other five hotel properties, which include the Hyatt Regency Savannah hotel, the Hyatt Regency Wind Watch Long Island
hotel, the Dallas/Fort Worth Airport Marriott hotel, the Courtyard Boston Tremont hotel, and the Courtyard Denver Airport hotel, are managed by Hyatt Corporation or Marriott International, Inc. The management agreements for these five hotel



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##### Table of Contents

HIGHLAND HOSPITALITY CORPORATION

NOTES TO FINANCIAL STATEMENTS



properties allow the hotel property to operate under the respective brand. Pursuant to the franchise agreements, the Company pays a royalty fee generally
between 4% and 5% of room revenues, plus additional fees for marketing, central reservation systems, and other franchisor costs that amount to between 3% and 4% of room revenues from the hotels.



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



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



11. Subsequent Event



On April 15, 2005, the
Company acquired the 332-room Tucancun Beach Resort and Villas, located in Cancun, Mexico, from an unaffiliated private seller for approximately $31 million, plus transaction costs. For Mexican property law purposes, legal title to the hotel is held
by J.P. Morgan S.A., in trust for the Company, as the sole beneficiary. As the sole beneficiary of such trust, the Company can lease the hotel or cause J.P. Morgan S.A. to transfer title to the hotel. The Company entered into long-term management
and consulting agreements with separate subsidiaries of Barceló Corporación Empresarial, S.A. (Barceló). Barceló is the parent company of Barceló Crestline, which sponsored the Companys formation
and IPO.



The initial term of the management agreement is five
years and will be automatically extended for four successive five-year periods, unless terminated because of a default of the manager or the manager elects not to renew. Barceló receives a base management fee, and if the hotel meets and
exceeds a certain performance threshold, an incentive management fee. The base management fee is 3% of total gross revenues from the hotel. The incentive management fee, if any, will be equal to 15% of the amount by which operating income for the
fiscal year exceeds 12% of the Companys capitalized investment in the hotel. Barceló will not be entitled to receive any incentive fee in any fiscal year in which the operating income of the hotel has not equaled at least 12% of the
Companys capitalized investment in the hotel. The management agreement places a cap on the total amount of combined base and incentive management fees paid to Barceló at 7.5% of gross revenues for each fiscal year.



The consulting agreement is coterminous with the management agreement;
provided, however, that Barceló can terminate the consulting agreement upon 90 days notice. Pursuant to the consulting agreement, Barceló will provide consulting services with respect to the operation of the Tucancun Beach Resort and
Villas. The consulting fee will be based on the time spent by Barceló in providing such services and will be agreed upon by Barceló and the Company each year; provided, however, that the consulting fee paid to Barceló each year
is not expected to exceed 15% of the total fees payable to Barceló that same year under the management agreement.



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##### Table of Contents

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



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 of the United States. We commenced operations on December
19, 2003 when we completed our IPO and concurrently acquired three hotel properties. Since the IPO and the acquisition of our first three hotel properties, we have acquired 15 hotel properties. As of March 31, 2005, we owned the following 18 hotel
properties:



|                                             |  |                 |  |                       |  |                   
|-------------------------------------------- |  | --------------- |  | --------------------- |  | ------------------
|Property                                     |  | Number of Rooms |  | Location              |  | Acquired          
|Portsmouth Renaissance and Conference Center |  | 249             |  | Portsmouth, VA        |  | December 19, 2003 
|Sugar Land Marriott and Conference Center    |  | 300             |  | Sugar Land, TX        |  | December 19, 2003 
|Hilton Garden Inn Virginia Beach Town Center |  | 176             |  | Virginia Beach, VA    |  | December 19, 2003 
|Plaza San Antonio Marriott                   |  | 252             |  | San Antonio, TX       |  | December 29, 2003 
|Hyatt Regency Savannah                       |  | 347             |  | Savannah, GA          |  | December 30, 2003 
|Hilton Tampa Westshore                       |  | 238             |  | Tampa, FL             |  | January 8, 2004   
|Hilton Garden Inn BWI Airport                |  | 158             |  | Linthicum, MD         |  | January 12, 2004  
|Dallas/Fort Worth Airport Marriott           |  | 491             |  | Dallas/Fort Worth, TX |  | May 10, 2004      
|Residence Inn Tampa Downtown                 |  | 109             |  | Tampa, FL             |  | August 2, 2004    
|Courtyard Savannah Historic District         |  | 156             |  | Savannah, GA          |  | August 2, 2004    
|Hyatt Regency Wind Watch Long Island         |  | 360             |  | Hauppauge, NY         |  | August 19, 2004   
|Courtyard Boston Tremont                     |  | 322             |  | Boston, MA            |  | August 19, 2004   
|Crowne Plaza Atlanta-Ravinia                 |  | 495             |  | Atlanta, GA           |  | August 19, 2004   
|Hilton Parsippany                            |  | 510             |  | Parsippany, NJ        |  | August 19, 2004   
|Radisson Mount Laurel                        |  | 283             |  | Mount Laurel, NJ      |  | September 1, 2004 
|Omaha Marriott                               |  | 299             |  | Omaha, NE             |  | September 15, 2004
|Courtyard Denver Airport                     |  | 202             |  | Denver, CO            |  | September 17, 2004
|Sheraton Annapolis                           |  | 196             |  | Annapolis, MD         |  | February 4, 2005  
|                                             |  |                 |  |                       |  |                   
|Total number of rooms                        |  | 5,143           |  |                       |  |                   
|                                             |  |                 |  |                       |  |                   



Substantially all of
our assets are held by, and all of our operations are conducted through, Highland Hospitality, L.P. (our Operating Partnership). In order for us to qualify as a REIT, neither our company nor the Operating Partnership can operate hotels
directly. Therefore, the Operating Partnership, which is owned approximately 98% by us and approximately 2% by other limited partners, leases its hotels to subsidiaries of HHC TRS Holding Corporation (collectively, HHC TRS), which is a
wholly-owned subsidiary of the Operating Partnership. HHC TRS then engages hotel management companies to operate the hotels pursuant to management contracts. HHC TRS is treated as a taxable REIT subsidiary for federal income tax purposes.



Key Operating Metrics



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





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##### Table of Contents

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



Executive Summary of First Quarter Events



We
continued to see improved fundamentals in the lodging industry during the first quarter 2005. According to Smith Travel Research, RevPAR industry wide in the United States increased 7.2% for the three months ended March 31, 2005, as compared to the
same period in 2004. As for our 18-hotel portfolio, we currently assess the performance of our portfolio based on two categories: stabilized hotels and rebranded/renovated hotels. Rebranded/renovated includes hotels that are currently going through
significant renovation and/or in the process of changing their franchise affiliation. Stabilized includes hotels that are not being disrupted by renovation or rebranding efforts. We were very pleased with the performance of our 11 stabilized hotels
in the first quarter 2005. RevPAR for the stabilized hotels increased 11.4% for the first quarter 2005 as compared to the first quarter 2004. In addition, our stabilized hotels produced strong operating profits during the first quarter 2005. Hotel
operating profit for our stabilized hotels increased 30% to $7.8 million in the first quarter 2005 as compared to the first quarter 2004, and hotel operating profit margins increased 5.0 percentage points to 28.8%.



As for our other seven hotels, the significant renovation and rebranding
efforts that were in process during the first quarter 2005 impacted our overall hotel portfolios results. RevPAR for the seven hotels that are being renovated or rebranded decreased 14.6% during the first quarter 2005 as compared to the first
quarter 2004. Hotel operating profit for our stabilized hotels decreased 38.5% to $3.2 million in the first quarter 2005 as compared to the first quarter 2004, and hotel operating profit margins decreased 5.8 percentage points to 13.9%. Renovation
activity at three of the seven hotels should be substantially completed in the second quarter 2005, and we expect to see strong improvements in these three hotels operating performance now that the renovation disruptions are out of the way.
The renovation activity at our other four hotels will continue to affect our financial results over the next several quarters.



While we were disappointed that our overall hotel portfolio RevPAR growth was lagging industry wide growth, we still believe that the renovation and
rebranding efforts that took place during the first quarter 2005 and will continue over the next couple of quarters will position us well to take advantage of the continuing recovery in the lodging industry over the remainder of 2005 and into 2006
and 2007.



Although our acquisition activity was slower in the
first quarter 2005 than prior quarters, we added the 196-room Sheraton Annapolis hotel, located in Annapolis, Maryland, to our portfolio in February 2005 and the 332-room Tucancun Beach Resort & Villas, located in Cancun, Mexico, in April 2005.
We continue to compete for acquisitions in a highly competitive market. We are focused on hotels that will provide us with upside through new management expertise, upgrading and renovating, franchise repositioning and intense asset management. We
also plan to leverage our strategic alliance with Barceló Hotels and Resorts, which we believe provides us with a competitive advantage in markets such as Mexico and the Caribbean.



Results of Operations  Comparison of three months ended March 31, 2005 and 2004



Results of operations for the three months ended March 31, 2005 include the
operating activity of 17 hotels for a full quarter and one hotel for a partial quarter. Results of operations for the three months ended March 31, 2004 include the operating activity of five hotels for a full quarter and two hotels for a partial
quarter (see table above for hotel property acquisition dates).



16



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##### Table of Contents

RevenuesTotal revenue for the three months ended March 31, 2005 was $50.2 million, as
compared to $18.7 million for the comparable period in 2004. Total revenue for the three months ended March 31, 2005 included rooms revenue of $32.6 million, food and beverage revenue of $15.7 million, and other revenue of $1.9 million. Total
revenue for the three months ended March 31, 2004 included rooms revenue of $12.1 million, food and beverage revenue of $5.9 million, and other revenue of $0.7 million.



Included in the following table are the key operating metrics for our 18 hotel properties for the three months ended March
31, 2005 and 2004. Since 13 of the 18 hotels owned as of March 31, 2005 were acquired at various times in 2004 and 2005, the key operating metrics for the aforementioned 13 hotels reflect the results of operations of the hotels under previous
ownership for either a portion of, or the entire, three months ended March 31, 2004. Management is currently assessing the performance of its hotel portfolio based on two categories: stabilized and rebranded/renovated. Rebranded/renovated includes
hotels that are currently going through significant renovation and/or in the process of changing their franchise affiliation. Stabilized includes hotels that are not being disrupted by renovation or rebranding efforts.



|                               |  |                              |   |      |     |        |        |   |       |  |      |     |  |        |        |  |   |      
|------------------------------ |  | ---------------------------- | - | ---- | --- | ------ | ------ | - | ----- |  | ---- | --- |  | ------ | ------ |  | - | -----
|                               |  | Three Months Ended March 31,
|                               |  | 2005                         |   | 2004
|                               |  | Occ %                        |   |      | ADR |        | RevPAR |   | Occ % |  |      | ADR |  | RevPAR
|Stabilized (11 hotels)         |  | 74.5                         | % |      | $   | 111.80 |        | $ | 83.33 |  | 70.5 | %   |  | $      | 106.13 |  | $ | 74.82
|Rebranded/Renovated (7 hotels) |  | 54.4                         | % |      | $   | 113.98 |        | $ | 62.04 |  | 64.6 | %   |  | $      | 112.45 |  | $ | 72.61
|Total Portfolio (18 hotels)    |  | 64.3                         | % |      | $   | 112.74 |        | $ | 72.48 |  | 67.5 | %   |  | $      | 109.22 |  | $ | 73.69



For the three months
ended March 31, 2005, RevPAR for the Companys stabilized hotels increased 11.4% to $83.33 from the comparable period in 2004. Occupancy increased by 4.0 percentage points to 74.5%, while ADR increased by 5.3%. For the Companys hotels
that are being renovated and/or rebranded, RevPAR decreased 14.6% to $62.04 from the comparable period in 2004. Occupancy decreased by 10.2 percentage points to 54.4%, while ADR increased by 1.4%. For the Companys total portfolio of 18 hotels,
RevPAR decreased by 1.6% to $72.48 from the comparable period in 2004. Occupancy decreased by 3.2 percentage points to 64.3%, while ADR increased by 3.2% to $112.74.



Hotel operating expensesHotel operating expenses, excluding depreciation and amortization, for the three months
ended March 31, 2005 were $39.1 million, as compared to $14.9 million for the comparable period in 2004. Direct hotel operating expenses for the three months ended March 31, 2005 included rooms expenses of $7.9 million, food and beverage expenses of
$11.0 million, and other direct expenses of $1.0 million. Direct hotel operating expenses for the three months ended March 31, 2004 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, for the three months
ended March 31, 2005 were $19.3 million, as compared to $7.1 million for the comparable period in 2004.



Hotel operating profit and marginIncluded in the following table is the hotel operating profit (hotel revenues less hotel operating expenses)
and hotel operating profit margin (hotel operating profit divided by hotel revenues) for our 18 hotel properties for the three months ended March 31, 2005 and 2004. Since 13 of the 18 hotels owned as of March 31, 2005 were acquired at various times
in 2004 and 2005, the hotel operating profit and hotel operating profit margin for the aforementioned 13 hotels reflect the results of operations of the hotels under previous ownership for either a portion of, or the entire, three months ended March
31, 2004.



|                               |  |                              |      |   |      |   |       |   |      |  |      |  
|------------------------------ |  | ---------------------------- | ---- | - | ---- | - | ----- | - | ---- |  | ---- | -
|                               |  | Three Months Ended March 31, |     
|                               |  | 2005                         |      |   | 2004 |  
|                               |  | $ (1)                        |      | % |      |   | $ (1) |   | %    | 
|Stabilized (11 hotels)         |  | $                            | 7.8  |   | 28.8 | % |       | $ | 6.0  |  | 23.8 | %
|Rebranded/Renovated (7 hotels) |  | $                            | 3.2  |   | 13.9 | % |       | $ | 5.2  |  | 19.7 | %
|Total Portfolio (18 hotels)    |  | $                            | 11.0 |   | 22.0 | % |       | $ | 11.2 |  | 21.7 | %

---

|(1) | in millions
|--- | -----------



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##### Table of Contents

For the three months ended March 31, 2005, hotel operating profit for our stabilized hotels increased
30.0% to $7.8 million from the comparable period in 2004 and hotel operating profit margin increased by 5.0 percentage points to 28.8%. For our hotels that are being renovated and/or rebranded, hotel operating profit decreased 38.5% to $3.2 million
from the comparable period in 2004 and hotel operating profit margin decreased by 5.8 percentage points to 13.9%. For our total portfolio of 18 hotels, hotel operating profit decreased by 1.8% to $11.0 million from the comparable period in 2004 and
hotel operating profit margin increased by 0.3 percentage points to 22.0%.



Depreciation and amortizationDepreciation and amortization expense for the three months ended March 31, 2005 was $4.7 million, as compared to $1.6 million for the comparable period in 2004.



Corporate general and administrativeTotal corporate general and
administrative expenses for the three months ended March 31, 2005 were $2.6 million, as compared to $2.2 million for the comparable period in 2004. Included in corporate general and administrative expenses for the three months ended March 31, 2005
and 2004 was $0.8 million and $0.7 million, respectively, of non-cash stock-based compensation expense.



Interest incomeInterest income for the three months ended March 31, 2005 and 2004 was $0.3 million and $0.4 million, respectively.



Interest expenseInterest expense for the three
months ended March 31, 2005 was $5.3 million, as compared to $0.3 million for the comparable period in 2004. As of March 31, 2005, our weighted average interest rate on our long-term debt was 6.4%.



Income tax benefitIncome tax benefit for the three months ended
March 31, 2005 was $1.2 million, as compared to $0.5 million for the comparable period in 2004. The income tax benefits resulted from taxable operating losses incurred by our TRS for the three months ended March 31, 2005 and 2004. As of March 31,
2005, we had a net deferred tax asset of $2.5 million, primarily due to 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, 2005 was $4 thousand, as compared to $0.6 million for the comparable period in 2004, 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 and FFO (in thousands):



|                                   |  |                              |       |      |   |      
|---------------------------------- |  | ---------------------------- | ----- | ---- | - | -----
|                                   |  | Three Months Ended March 31,
|                                   |  | 2005                         |       | 2004
|Net income                         |  | $                            | 4     |      | $ | 600  
|Add: Depreciation and amortization |  |                              | 4,708 |      |   | 1,594
|                                   |  |                              |       |      |   |      
|Funds from operations              |  | $                            | 4,712 |      | $ | 2,194
|                                   |  |                              |       |      |   |      



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##### Table of Contents

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 and EBITDA (in thousands):



|                                   |  |                              |        |   |      |   |       |  
|---------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ----- | -
|                                   |  | Three Months Ended March 31, |       
|                                   |  | 2005                         |        |   | 2004 |  
|Net income                         |  | $                            | 4      |   |      | $ | 600   |  
|Add: Depreciation and amortization |  |                              | 4,708  |   |      |   | 1,594 |  
|Interest expense                   |  |                              | 5,275  |   |      |   | 310   |  
|Less: Interest income              |  |                              | (317   | ) |      |   | (381  | )
|Income tax benefit                 |  |                              | (1,219 | ) |      |   | (541  | )
|                                   |  |                              |        |   |      |   |       |  
|EBITDA                             |  | $                            | 8,451  |   |      | $ | 1,582 |  
|                                   |  |                              |        |   |      |   |       |  



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



Our principal source of cash to meet our operating requirements, including
distributions to stockholders and repayments of indebtedness, is from our hotels results of operations. For the three months ended March 31, 2005, net cash provided by operating activities was $1.4 million. We currently expect that our
operating cash flows will be sufficient to fund our continuing operations, including distributions to stockholders required to maintain our REIT status and our required debt service obligations.



For the three months ended March 31, 2005, net cash used in investing
activities was $26.0 million, including $18.1 million to purchase the Sheraton Annapolis hotel. We used $14.6 million in improvements and additions to our hotel properties, the majority of which was used for the major renovations taking place at
seven of our hotel properties. We received a net $6.7 million from our restricted cash escrow accounts. The majority of the $6.7 million cash inflow related to reimbursements from one of our loan servicers that required us to escrow $27.5 million
for renovations on the hotels that secure the lending.



For the
three months ended March 31, 2005, net cash used in financing activities was $7.2 million, including $5.6 million to pay a dividend to common stockholders that was declared in December 2004. We used $0.9 million to make principal payments on our
long-term debt.



On March 17, 2005, we entered into a sales
agreement with Brinson Patrick Securities Corporation in connection with the proposed public offering from time to time of up to 3,000,000 shares of our common stock. We have no immediate intention to sell stock through the sales agreement, but will
continue to evaluate conditions in the hospitality industry and equity capital markets with respect to future equity capital raising opportunities and may sell shares through the sales agreement when it would be in our interest to do so.



As of March 31, 2005, we had cash and cash equivalents of $43.7 million
and restricted cash of $32.1 million. On April 15, 2005, we used approximately $31 million to acquire the 332-room Tucancun Beach Resort and Villas, located in Cancun, Mexico. To fund a portion of this hotel acquisition, we borrowed $15 million
under our term loan facility. As of April 30, 2005, we had $35 million of borrowing capacity under the term loan facility, of which $25 million is currently available and another $10 million will become available once the seven hotel properties that
secure the facility have exceeded a debt service coverage ratio set forth in the facility agreement. We intend to invest our remaining cash and cash equivalents and additional capacity under the term loan facility in hotel properties, either through
planned renovations or new hotel acquisitions.



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##### Table of Contents

Capital Expenditures



We maintain each hotel in good repair and condition and in conformity with applicable laws and regulations and in accordance with the franchisors
standards and the agreed upon requirements in our management agreements. The cost of all such routine 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 companies. However, we have approval rights over capital expenditures.



We have begun or are beginning major renovation projects at a number of our hotel properties, including the Plaza San Antonio Marriott hotel, Hyatt
Regency Savannah hotel, the Hyatt Regency Wind Watch Long Island hotel, the Crowne Plaza Atlanta-Ravinia hotel, the Hilton Parsippany hotel, the Courtyard Boston Tremont hotel, and the Radisson Mount Laurel hotel. We expect to spend approximately
$53 million on the renovations, of which approximately $18 million had been spent through March 31, 2005. During the three months ended March 31, 2005, we spent approximately $14.5 million on the renovations. We expect that the majority of the
remaining cash will be committed or spent by the end of 2005.



Contractual
Obligations



The following table sets forth our
contractual obligations as of March 31, 2005, and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in thousands). There were no other material off-balance sheet arrangements at March 31, 2005.



|                                          |  |                        |         |                   |   |                   |  |                     |         |                      |   |        |  |   |        
|----------------------------------------- |  | ---------------------- | ------- | ----------------- | - | ----------------- |  | ------------------- | ------- | -------------------- | - | ------ |  | - | -------
|                                          |  | Payments Due by Period
|Contractual Obligations                   |  | Total                  |         | Less ThanOne Year |   | One toThree Years |  | Three to Five Years |         | More Than Five Years
|Ground and building leases(1)             |  | $                      | 24,153  |                   | $ | 530               |  | $                   | 1,059   |                      | $ | 926    |  | $ | 21,638 
|Mortgage loans, including interest        |  |                        | 370,679 |                   |   | 21,138            |  |                     | 42,936  |                      |   | 51,180 |  |   | 255,425
|Mezzanine loan, including interest        |  |                        | 37,974  |                   |   | 2,411             |  |                     | 4,822   |                      |   | 4,822  |  |   | 25,919 
|Term loan facility, including interest(2) |  |                        | 58,123  |                   |   | 2,950             |  |                     | 55,173  |                      |   |       |  |   |       
|                                          |  |                        |         |                   |   |                   |  |                     |         |                      |   |        |  |   |        
|                                          |  | $                      | 490,929 |                   | $ | 27,029            |  | $                   | 103,990 |                      | $ | 56,928 |  | $ | 302,982
|                                          |  |                        |         |                   |   |                   |  |                     |         |                      |   |        |  |   |        

---

|(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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Assumes no additional borrowings under the term loan facility and interest payments based on the interest rate in effect as of March 31, 2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------



Inflation



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



Seasonality



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



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##### Table of Contents

Critical Accounting Policies



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



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



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



Stock-based Compensation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 TRS lessees, we have not recorded a valuation allowance to reduce our net deferred tax asset as of March 31, 2005. 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.



21



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##### Table of Contents

New Accounting Pronouncements



Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment(SFAS 123R),
requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. The statement requires a public entity to measure the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized
for equity instruments for which employees do not render the requisite service. The provisions of SFAS 123R will be effective as of January 1, 2006. Since we currently use the fair value method of accounting for stock-based compensation, the
adoption of SFAS 123R is not expected to have a material effect on our results of operations, financial position, or cash flows.



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,
Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150), 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. 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 and the lodging industry specifically;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | management and performance of our hotels;
| | - |  | -----------------------------------------



| |  |  | our plans for renovation of our hotels;
| | - |  | ---------------------------------------



| |  |  | our financing plans;
| | - |  | --------------------



| |  |  | supply and demand for hotel rooms in our current and proposed market areas;
| | - |  | ---------------------------------------------------------------------------



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



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



| |  |  | our competition.
| | - |  | ----------------



22



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##### Table of Contents

These risks and uncertainties, together with the information contained in our Form 8-K filed with the
Securities and Exchange Commission on March 15, 2005 under the caption Risk Factors, should be considered in evaluating any forward-looking statement contained in this report or incorporated by reference herein. All forward-looking
statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our
behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of
this report.



Item 3.Quantitative and Qualitative Disclosures About Market Risk



We are not significantly exposed to interest rate risk. As of March 31, 2005, $280.8 million or 82% of our $342.2 million of long-term debt was fixed.
Another $11.4 million was effectively fixed, as a result of an interest rate swap that fixes the interest rate on one of our mortgage loans at 7.34%. The remaining $50 million of our long-term debt was variable.



Due to the fact that our portfolio of long-term debt is substantially
comprised of fixed-rate instruments, the fair value of the portfolio is relatively sensitive to effects of interest rate fluctuations. Assuming a hypothetical 10% decrease in interest rates, the fair value of our portfolio of long-term debt would
increase by approximately $9.4 million. Although a change in market interest rates impacts the fair value of our fixed-rate debt, it has no impact on interest expense incurred or cash flows.



With respect to our variable rate long-term debt, if market rates of interest
on our variable long-term debt increase by 1%, the increase in interest expense on our variable long-term debt would decrease future earnings and cash flows by approximately $0.5 million annually. On the other hand, if market rates of interest on
our variable rate long-term debt decrease by 1%, the decrease in interest expense on our variable rate long-term debt would increase future earnings and cash flows by approximately $0.5 million annually. This assumes that the amount outstanding
under our term loan facility remains at $50 million, the balance at March 31, 2005.



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.





23



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##### Table of Contents

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.Unregistered Sales of Equity Securities and Use of Proceeds



None.



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



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



|               |  |                                                                                                                                                                                                              
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Exhibit                                                                                                                                                                                       
|10.1*          |  | Highland Hospitality Corporation Executive Deferred Compensation Plan, as amended through March 10, 2005 (incorporated by reference to Exhibit 10.20 to the registrants Form 10-K/A filed
on April 21, 2005)
|               | 
|31.1           |  | Certification of President and Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14 and 15d-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 13a-14 and 15d-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 arrangement



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##### Table of Contents

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 6, 2005 |  | By:                              |  | /s/ Douglas W. Vicari                                                                                       
|                  |  |                                  |  | Douglas W. Vicari                                                                                           
|                  |  |                                  |  | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)



25