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): November 12, 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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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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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, 2008,
which was filed on March 6, 2009 (the “2008 10-K”), of Hersha Hospitality Trust
(the “Company”).
Disposition
of Hotel Properties
In July
2009, the Company sold the Mainstay Suites and Comfort Inn, located in
Frederick, Maryland (“Mainstay Suites and Comfort Inn, Frederick”) and the
Hilton Garden Inn, located in Gettysburg, Pennsylvania (“Hilton Garden
Inn”). Also in July 2009, the Company sold its 55% interest in
its consolidated joint venture that owns the Sheraton Four Points, located in
Revere, Massachusetts (“Sheraton Four Points”). Prior to the sale of
these properties and consolidated joint venture interest, the Company reported
the operating revenues and expenses of these hotels in hotel operating
revenues and hotel operating expenses. Beginning with the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, the
Company classified the Mainstay Suites and Comfort Inn, Hilton Garden Inn, and
Sheraton Four Points as “Assets Held for Sale” and reported revenues, expenses,
and gains on the disposition of the Mainstay Suites and Comfort Inn, Hilton
Garden Inn, and Sheraton Four Points as income (loss) from discontinued
operations.
Transfer
of Investment in Land Parcel
In
September 2009, we transferred our investment in the land parcel located at 440
West 41st
Street, located in New York, New York (“41st
Street”) to Metro Forty First Street, LLC, an entity controlled by a
non-affiliated third party. This land parcel was part of the
consideration given to acquire our 100% interest in York Street,
LLC. Prior to the transfer of 41st
Street, the Company reported the operating revenues and expenses of this land
parcel in revenues and operating expenses. Beginning with the
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2009, the Company reported revenues and expenses of 41st
Street as income (loss) from discontinued operations.
Assets
Held for Sale
During
the third quarter of 2009, the Board of Trustees authorized management of the
Company to sell the Comfort Inn, located in North Dartmouth, MA (the “Comfort
Inn, North Dartmouth”). Beginning with the Company’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2009, the Company classified
the Comfort Inn, North Dartmouth as “Assets Held for Sale” and reported revenues
and expenses on the Comfort Inn, North Dartmouth as income (loss) from
discontinued operations. Prior to this reclassification, the Company
reported the operating revenues and expenses of this hotel in hotel operating
revenues and hotel operating expenses.
Also
during the third quarter of 2009, the Board of Trustees authorized management of
the Company to sell the Company’s two land parcels located at 39th
Street and 8th
Avenue, New York, New York (“8th
Avenue”) and Nevins Street, Brooklyn, New York (“Nevins
Street”). Beginning with the Company’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2009, the Company classified 8th
Avenue and Nevins Street as “Assets Held for Sale” and reported revenues and
expenses of 8th
Avenue and Nevins Street as income (loss) from discontinued
operations. Prior to this reclassification, the Company reported the
revenues and expenses of 8th
Avenue and 41st
Street in revenues and operating expenses.
U.S.
generally accepted accounting principles (“US GAAP”) requires the Company to
retroactively adjust previously issued annual financial statements to reflect
the reclassification of the financial results of the Mainstay Suites and Comfort
Inn, Frederick, Hilton Garden Inn, Sheraton Four Points, 41st
Street, Comfort Inn, North Dartmouth, 8th
Avenue and Nevins Street as income (loss) from discontinued operations, if those
financial statements are incorporated by reference in a registration statement
filed 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 2008 10-K
to reflect the impact of the reclassification of the financial results of the
Mainstay Suites and Comfort Inn, Frederick, Hilton Garden Inn, Sheraton Four
Points, 41st
Street, Comfort Inn, North Dartmouth, 8th
Avenue and Nevins Street as income (loss) from discontinued operations for the
three years ended December 31, 2008, 2007 and 2006. These have no
impact 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.
Recent Accounting
Pronouncements
Accounting
Standards Codification
In June
2009, the Financial Accounting Standards Board (“FASB”) issued a pronouncement
that established the FASB Accounting Standards Codification as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with US GAAP. This standard is effective for
interim and annual periods ending after September 15,
2009. The Company has adopted this standard in accordance
with US GAAP. Accordingly, this Form 8-K updates certain information
in Items 7 and 8 of the 2008 10-K to reflect this pronouncement.
Noncontrolling
Interest
Effective
January 1, 2009, we adopted a new accounting standard which defines a
noncontrolling interest as the portion of equity in a subsidiary not
attributable, directly or indirectly, to a parent. Under
this standard, such noncontrolling interests are reported on the consolidated
balance sheets within equity, but separately from the shareholders'
equity. Revenues, expenses and net income or loss
attributable to both the Company and noncontrolling interests are reported on
the consolidated statements of operations. Accordingly, this Form 8-K
updates certain information in Items 6, 7, and 8 of the 2008 10-K to reflect the
presentation of noncontrolling interest.
All other
items of the 2008 10-K remain unchanged, and no attempt has been made to update
matters in the 2008 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, 2008.
The
following items (which are attached as exhibits hereto and were presented in the
2008 10-K) have been revised to reflect the above transaction, as
appropriate:
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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
(“MD&A”);
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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 transactions noted above. The MD&A presented
herein has no other changes to the MD&A previously presented in the 2008
10-K. Therefore, it does not purport to update the MD&A included in the 2008
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 2008 10-K, the Company’s Form 10-Q for the
quarters ended March 31, 2009, June 30, 2009, and September 30, 2009, filed with
the SEC on May 8, 2009, August 7, 2009, and November 5, 2009, respectively, and
other information filed with, or furnished to, the SEC after March 6,
2009.
Item
9.01. Financial Statements and Exhibits
d.
Exhibits
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Exhibit
Number
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Exhibit
Description
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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: November 12,
2009
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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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