8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2012

HERSHA HOSPITALITY TRUST

(Exact name of registrant as specified in its charter)

Maryland	001-14765	251811499
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

On June 18, 2012, a subsidiary of Hersha Hospitality Limited Partnership (“HHLP”), the operating partnership of Hersha Hospitality Trust (“Hersha”), acquired from its unaffiliated joint venture partner (i) the remaining 50% membership interest it did not previously own in Metro 29th Street Associates, LLC, the lessee of the 228-room Holiday Inn Express located at 232 West 29th Street, New York, NY (the “Holiday Inn Express 29th Street”), and (ii) the remaining 50% membership interest it did not previously own in Metro 29th Sublessee, LLC, the sublessee of the Holiday Inn 29th Street.

Hersha reported the acquisition of the Holiday Inn Express 29th Street in a Current Report on Form 8-K filed on June 22, 2012, which was subsequently amended and restated by a Current Report on Form 8-K/A filed on August 30, 2012.

This Amendment No. 2 to the foregoing Current Reports is being filed to provide certain additional pro forma financial information regarding the acquisitions described therein.

Item 9.01.  Financial Statements and Exhibits

(b) Pro Forma Financial Information

See Exhibit 99.1 which contains the unaudited pro forma consolidated statement of operations for Hersha for the year ended December 31, 2012, which is presented as of the acquisition of Hersha’s interest in the Holiday Inn Express 29th Street had been consummated as of January 1, 2012.  Such pro forma financial information is incorporated by reference herein.

(d) Exhibits

Exhibit 99.1 Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2012 for Hersha.

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.

	HERSHA HOSPITALITY TRUST
Date:  February 25, 2013	By:	/s/ Michael R. Gillespie
		Michael R. Gillespie
		Chief Accounting Officer

EX-99.1

Exhibit 99.1

HERSHA HOSPITALITY TRUST

Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2012

(Unaudited, Dollar Amounts in Thousands Except per Share Data)

The accompanying unaudited Pro Forma Consolidated Statement of Operations for Hersha for the year ended December 31, 2012 is presented as if the acquisition of our interest in the Holiday Inn Express 29th Street had been consummated as of January 1, 2012.

This pro forma consolidated statement should be read in conjunction with (i) the Hersha audited financial statements for the year ended December 31, 2012 included in our Annual Report on Form 10-K, (ii) the Metro 29th Street Associates, LLC historical financial statements and notes thereto included elsewhere in Hersha’s Current Report on Form 8-K/A filed August 30, 2012, and (iii) the notes to the Pro Forma Consolidated Statement of Operations included  in this Form 8-K/A. In management’s opinion, adjustments necessary to reflect the effects of the acquisitions have been made based on management’s best estimate.

The following unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what actual results of Hersha would have been assuming such acquisition had been completed as of January 1, 2012, nor is it indicative of the results of operations for future periods.

	For the Year Ended December 31, 2012
	(A)			(B)
	Historical			Holiday Inn Express 29th Street			Combined			Adjustments				Pro Forma
Revenue:
Hotel Operating Revenues	$	356,005		$	6,478		$	362,483		$	-			$	362,483
Interest Income From Development Loans		1,998			-			1,998			-				1,998
Other Revenues		212			-			212			-				212
Total Revenue		358,215			6,478			364,693			-				364,693
Operating Expenses:
Hotel Operating Expenses		196,119			3,056			199,175			-				199,175
Hotel Ground Rent		835			-			835			-				835
Real Estate and Personal Property Taxes and Property Insurance		22,527			535			23,062			-				23,062
General and Administrative		23,427			-			23,427			-				23,427
Acquisition and Terminated Transaction Costs		1,187			-			1,187			-				1,187
Depreciation and Amortization		57,364			832			58,196			145		(C)		58,341
Total Operating Expenses		301,459			4,423			305,882			145				306,027
Operating Income (Loss)		56,756			2,055			58,811			(145	)			58,666
Interest Income		1,311			-			1,311			-				1,311
Interest Expense		(43,967	)		(2,404	)		(46,371	)		402		(D)		(45,969	)
Other Expense		(788	)		(39	)		(827	)		-				(827	)
Loss on Debt Extinguishment		(3,324	)		-			(3,324	)		-				(3,324	)
Income Before (Loss) Income from Unconsolidated Joint Venture Investments, Income Taxes and Discontinued Operations		9,988			(388	)		9,600			257				9,857
(Loss) Income from Unconsolidated Joint Venture Investments		(2,124	)		-			(2,124	)		114		(E)		(2,010	)
Income (Loss) before Income Taxes		7,864			(388	)		7,476			371				7,847
Income Tax Benefit		3,355			-			3,355			-				3,355
Income (Loss) from Continuing Operations		11,219			(388	)		10,831			371				11,202
Discontinued Operations
Gain on Disposition of Hotel Properties		11,231			-			11,231			-				11,231
Loss from Discontinued Operations		(232	)		-			(232	)		-				(232	)
Income from Discontinued Operations		10,999			-		$	10,999		$	-			$	10,999
Net Income (Loss)		22,218			(388	)		21,830			371				22,201
Loss Allocated to Noncontrolling Interests		158			448			606			16		(F)		622
Preferred Distributions		(14,000	)		-			(14,000	)		-				(14,000	)
Net (Loss) Income applicable to Common Shareholders	$	8,376		$	60		$	8,436		$	386			$	8,822
Earnings Per Share from Continuing Operations applicable to Common Shareholders
Basic	$	(0.01	)											$	(0.01	)
Diluted	$	(0.01	)											$	(0.01	)
Weighted Average Common Shares Outstanding
Basic		187,415,270													187,415,270
Diluted		187,415,270													187,415,270

HERSHA HOSPITALITY TRUST

Notes and Management’s Assumptions to the

Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2012

(Unaudited, Dollar Amounts in Thousands Except per Share Data)

(A) Represents Hersha’s Consolidated Statement of Operations for the year ended December 31, 2012 as filed in our Annual Report on Form 10-K.

(B) Represents the historical statement of operations for the Holiday Inn Express 29th Street for the period from January 1, 2012 through June 18, 2012, the date of the acquisition of our interest in the Holiday Inn Express 29th Street.

(C) Represents the adjustment to reflect the estimated depreciation on property of the Holiday Inn Express 29th Street after the allocation of purchase price, net of the amounts recorded for depreciation in the historical statement of operations.  Depreciation and amortization are computed using the straight-line method and are based upon the estimated useful life of the asset.

The purchase price amounts used in these pro forma statements are subject to change, and allocation adjustments made to the fixed asset captions could result in a change in depreciation expense made in future financial statement filings.

We acquired the remaining 50% interest in the Holiday Inn Express 29th Street from our partner in the venture.  The purchase price allocated to the property of the Holiday Inn Express 29th Street represents the fair value of the property on the date of acquisition.  The pro forma adjustment reflects the depreciation expense incurred on the fair value of the property in excess of the depreciation included in the historical statement of operations for the Holiday Inn Express and is as follows:

Assets Acquired	Fair Value		Life		Depreciation Expense
Land	$	30,329		N/A	$	-
Building and Improvements		57,016		40		665
FF&E		2,856		5		267
Intangible		98		1		46
Total						977
Less: Holiday Inn Express 29th Street historical depreciation						(832	)
Pro Forma Adjustment					$	145

(D) Adjustment represents amortization of $402 for the premium recorded on debt with an above market rate of interest assumed in the acquisition of the remaining 50% interest in the Holiday Inn Express 29th Street.  The stated rate of interest on the debt is 6.50%.  Including amortization of the discount, the effective rate of interest is 4.94%.  A discount of $3,436 was recorded and is being amortized over the life of the debt which matures in November 2016.

(E) Represents adjustment to remove $114 of loss from investment in unconsolidated joint ventures for the Holiday Inn Express 29th Street which was included in our historical statement of operations.

(F) Represents noncontrolling interest allocable to holders of units of limited partnership interest in our operating partnership, HHLP.  The cumulative noncontrolling interest effect of the acquisition of our interest in the Holiday Inn Express 29th Street  is calculated by using the weighted average minority interest percentage of 3.70% for year ended December 31, 2012, as follows:

Increase in historical Hersha income	60
Noncontrolling interest percentage	3.70	%
Pro forma adjustment			$	2
Noncontrolling interest in pro forma adjustments
Depreciation pro forma adjustment	(145	)
Interest expense pro forma adjustment	402
Historical loss from investment in Holiday Inn Express 29th Street	114
Total pro forma adjustments	371
Noncontrolling interest percentage	3.70	%
Pro forma adjustment				14
Total pro forma adjustments for noncontrolling interest due to HHLP unit holders			$	16