form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 7, 2009
(January 7, 2009)
HERSHA
HOSPITALITY TRUST
(Exact
name of registrant as specified in its charter)
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Maryland
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001-14765
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251811499
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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44
Hersha Drive
Harrisburg,
Pennsylvania 17102
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (717) 236-4400
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events
This Form
8-K updates the Annual Report on Form 10-K for the year ended December 31, 2007,
which was filed on March 13, 2008 (the “2007 10-K”), of Hersha Hospitality Trust
(the “Company”).
On
October 30, 2008, the Company sold the Holiday Inn Conference Center located in
New Cumberland, Pennsylvania (“Holiday Inn”). Prior to the sale of
the Holiday Inn, the Company reported the operating revenues and expenses of the
hotel in hotel revenues and hotel operating expenses. Beginning
with the Company’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2008, the Company classified the Holiday Inn as “Hotel Assets Held for Sale”
and reported revenues, expenses and gains on the disposition of the Holiday Inn
as income from discontinued operations in compliance with Statement of Financial
Accounting Standards 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets (“SFAS 144”).
SFAS 144
also requires the Company to retroactively adjust previously issued annual
financial statements to reflect the reclassification of the financial results of
the Holiday Inn as income from discontinued operations, if those financial
statements are incorporated by reference in subsequent filings with the
Securities and Exchange Commission under the Securities Act of 1933 even though
those financial statements relate to periods prior to the dates of the
sales.
Accordingly,
this Form 8-K updates certain information in Items 6, 7, and 8 of the 2007 10-K
to reflect the impact of the reclassification of the financial results of the
Holiday Inn as income from discontinued operations pursuant to the requirements
of SFAS 144, for the three years ended December 31, 2007, 2006 and
2005.
These
updates have no effect on the Company’s previously reported net income, net
income applicable to common shareholders, funds from operations ("FFO") or
FFO applicable to common shares and partnership units. All other
items of the 2007 10-K remain unchanged, and no attempt has been made to update
matters in the 2007 10-K, except to the extent expressly provided
herein. Refer to the Company’s quarterly reports on Form 10-Q for
periods subsequent to December 31, 2007.
The
following items (which are attached as exhibits hereto and were presented in the
2007 10-K) have been revised to reflect the above transaction, as
appropriate:
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·
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Form
10-K, Item 6. Selected Financial
Data;
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·
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Form
10-K, Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(“MD&A”);
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·
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Form
10-K, Item 8. Financial Statements and Supplementary
Data
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Investors
are cautioned that the MD&A presented herein has been revised to reflect
only the transaction noted above. The MD&A presented herein has
no other changes to the MD&A previously presented in the 2007 10-K.
Therefore, it does not purport to update the MD&A included in the 2007 10-K
for any information, uncertainties, transactions, risks, events or trends
occurring, or known to management, other than information pertaining directly to
the transaction discussed above. Investors should read the
information contained in this Current Report on Form 8-K together with the other
information contained in the 2007 10-K, the Company’s Form 10-Q for the quarters
ended March 31, 2008, June 30, 2008, and September 30, 2008, filed with the SEC
on May 9, 2008, August 7, 2008, and November 6, 2008, respectively, and other
information filed with, or furnished to, the SEC after March 13,
2008.
Item
9.01. Financial Statements and Exhibits
c.
Exhibits
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Exhibit
No.
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Consent
of KPMG LLP
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Form
10-K, Item 6. Selected Financial Data
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Form
10-K, Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
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Form
10-K, Item 8. Financial Statements and Supplementary
Data
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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HERSHA
HOSPITALITY TRUST
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Date: January
7, 2009
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By:
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/s/Michael
R. Gillespie
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Michael
R. Gillespie
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Chief
Accounting Officer
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