424B3 1 d424b3.htm RULE 424 (B)(3) FILING Rule 424 (b)(3) Filing

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-147414

SUPPLEMENT NO. 6 DATED OCTOBER 23, 2008

TO PROSPECTUS DATED APRIL 25, 2008

APPLE REIT NINE, INC.

The following information supplements the prospectus of Apple REIT Nine, Inc. dated April 25, 2008 and is part of the prospectus. This Supplement updates the information presented in the prospectus. Prospective investors should carefully review the prospectus and this Supplement No. 6 (which is cumulative and replaces all prior Supplements).

TABLE OF CONTENTS

 

Status of the Offering

   S-3

Summary of Our Properties

   S-3

Potential Acquisitions

   S-6

Summary of Contracts for Our Properties

   S-7

Financial and Operating Information for Our Properties

   S-9

Selected Financial Data

   S-11

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   S-12

Experts

   S-17

Index to Financial Statements

   F-1

Certain forward-looking statements are included in the prospectus and in this supplement. These forward-looking statements may involve our plans and objectives for future operations, including future growth and availability of funds. These forward-looking statements are based on current expectations, which are subject to numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, the continuation of our offering of units, future economic, competitive and market conditions and future business decisions, together with local, national and international events (including, without limitation, acts of terrorism or war, and their direct and indirect effects on travel and the economy). All of these matters are difficult or impossible to predict accurately and many of them are beyond our control. Although we believe the assumptions relating to the forward-looking statements, and the statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved.

 

S-1


“Courtyard by Marriott,” “Fairfield Inn,” “TownePlace Suites,” “SpringHill Suites” and “Residence Inn” are each a registered trademark of Marriott International, Inc. or one of its affiliates. All references below to “Marriott” mean Marriott International, Inc. and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Marriott is not responsible for the content of this prospectus supplement, whether relating to hotel information, operating information, financial information, Marriott’s relationship with Apple REIT Nine, Inc., or otherwise. Marriott is not involved in any way, whether as an “issuer” or “underwriter” or otherwise, in the offering by Apple REIT Nine, Inc. and receives no proceeds from the offering. Marriott has not expressed any approval or disapproval regarding this prospectus supplement or the offering related to this prospectus supplement, and the grant by Marriott of any franchise or other rights to Apple REIT Nine, Inc. shall not be construed as any expression of approval or disapproval. Marriott has not assumed, and shall not have, any liability in connection with this prospectus supplement or the offering related to this prospectus supplement.

“Hampton Inn,” “Hampton Inn & Suites,” “Homewood Suites,” “Hilton Garden Inn,” and “Embassy Suites” are each a registered trademark of Hilton Hotels Corporation or one of its affiliates. All references below to “Hilton” mean Hilton Hotels Corporation and all of its affiliates and subsidiaries, and their respective officers, directors, agents, employees, accountants and attorneys. Hilton is not responsible for the content of this prospectus supplement, whether relating to hotel information, operating information, financial information, Hilton’s relationship with Apple REIT Nine, Inc., or otherwise. Hilton is not involved in any way, whether as an “issuer” or “underwriter” or otherwise, in the offering by Apple REIT Nine, Inc. and receives no proceeds from the offering. Hilton has not expressed any approval or disapproval regarding this prospectus supplement or the offering related to this prospectus supplement, and the grant by Hilton of any franchise or other rights to Apple REIT Nine, Inc. shall not be construed as any expression of approval or disapproval. Hilton has not assumed, and shall not have, any liability in connection with this prospectus supplement or the offering related to this prospectus supplement.

 

S-2


STATUS OF THE OFFERING

We completed the minimum offering of units (with each unit consisting of one Common Share and one Series A Preferred Share) at $10.50 per unit on May 14, 2008. We are continuing the offering at $11 per unit in accordance with the prospectus.

As of October 1, 2008, we had closed on the following sales of units in the offering:

 

Price Per

Unit

   Number of
Units Sold
   Gross
Proceeds
   Proceeds Net of Selling
Commissions and Marketing
Expense Allowance
$10.50    9,523,810    $ 100,000,000    $ 90,000,000
$11.00    19,542,556    $ 214,968,126    $ 193,471,313
                  

Total

   29,066,366    $ 314,968,126    $ 283,471,313
                  

Our distributions since initial capitalization through June 30, 2008 (before we completed the purchase of any hotels) totaled $893,000 and were paid at a monthly rate of $0.073334 per common share beginning in June 2008. For the same period our cash generated from operations was $304,000. Due to the inherent delay between raising capital and investing that same capital in income producing real estate, we have had significant amounts of cash earning interest at short term money market rates. As a result, the difference between distributions paid and cash generated from operations has been funded from proceeds from the offering of units, and this portion of distributions is expected to be treated as a return of capital for federal income tax purposes. We intend to continue paying dividends on a monthly basis, at an annualized dividend rate of $0.88 per common share. Since a portion of distributions has to date been funded with proceeds from the offering of units, our ability to maintain our current intended rate of distribution will be based on our ability to fully invest our offering proceeds and thereby increase our cash generated from operations. Since there can be no assurance of our ability to acquire properties that provide income at this level, there can be no assurance as to the classification or duration of distributions at the current rate. Proceeds of the offering which are distributed are not available for investment in properties. See “Risk Factors—We may be unable to make distributions to our shareholders,” on page 28 of the prospectus.

SUMMARY OF OUR PROPERTIES

Purchase Summary

We currently own, through our subsidiaries, a total of 7 hotels. These hotels contain a total of 929 guest rooms. They were purchased for an aggregate gross purchase price of $124,617,440. Financial and operating information about these hotels is provided in another section below.

Loan Assumption

The purchase contract for one of our hotels required us to assume a loan secured by the hotel. The current outstanding principal balance of the assumed loan is $13,965,857. The assumed loan has a non-recourse structure, which means that the lender generally must rely on the property, rather than the borrower, as the lender’s source of repayment in any collection action. There are exceptions to the non-recourse structure in certain situations, such as misappropriation of funds and environmental liabilities. In these situations, the lender would be permitted to seek repayment from the guarantor or indemnitor of the loan, which is one of our wholly-owned subsidiaries.

 

S-3


Source of Funds and Related Party Payments

Our hotel purchases were funded by the proceeds from our ongoing offering of units. We also used our offering proceeds to pay $2,492,349, representing 2% of the gross purchase price for our hotel purchases, as a commission to Apple Suites Realty Group, Inc. This entity is owned by Glade M. Knight, who is one of our directors and our Chief Executive Officer.

We have entered into a property acquisition and disposition agreement with Apple Suites Realty Group, Inc. to acquire and dispose of our real estate assets. A fee of 2% of the gross purchase price or gross sale price in addition to certain reimbursable expenses will be payable for these services.

We have entered into an advisory agreement with Apple Nine Advisors, Inc. to manage us and our assets. An annual fee ranging from 0.1% to 0.25% of total equity proceeds received by us in addition to certain reimbursable expenses will be payable for these services. Apple Nine Advisors, Inc. has entered into an agreement with Apple REIT Six, Inc. to provide certain management services to us. We will reimburse Apple Nine Advisors, Inc. for the cost of the services provided by Apple REIT Six, Inc. Apple Nine Advisors, Inc. in turn will pay Apple REIT Six, Inc. for the cost of the services provided by Apple REIT Six, Inc. Total advisory fees and reimbursable expenses incurred by us under the advisory agreement are included in general and administrative expenses and totaled approximately $49,000 for the six months ended June 30, 2008. Apple Nine Advisors, Inc. is owned by Glade M. Knight, who is also the Chairman and Chief Executive Officer of Apple REIT Six, Inc.

State and Franchise Summary

The below map shows the states in which our hotels are located, and the following charts summarize our room and franchise information.

States in which Our Hotels are Located

LOGO

 

S-4


Number of Guest Rooms by State

LOGO

Type and Number of Hotel Franchises

LOGO

Ownership, Leasing and Management Summary

Each of our hotels has been leased to one of our wholly-owned subsidiaries, as the lessee, under a separate hotel lease agreement. For simplicity, the applicable lessee will be referred to below as the “lessee.”

Each hotel is managed under a separate management agreement between the applicable lessee and the manager. For simplicity, the applicable manager will be referred to below as the “manager.”

 

S-5


The hotel lease agreements and the management agreements are among the contracts described in another section below. The table below specifies the franchise, hotel owner, lessee and manager for our hotels:

 

   

Hotel

 

Franchise (a)

 

Hotel Owner/Lessor

 

Lessee

 

Manager

1.  

Tucson, Arizona

  Hilton Garden Inn   Apple Nine Hospitality Ownership, Inc.   Apple Nine Hospitality Management, Inc.   Texas Western Management Partners, L.P.
2.  

Charlotte, North Carolina

  Homewood Suites   Apple Nine Hospitality Ownership, Inc.   Apple Nine Hospitality Management, Inc.  

MHH Management,

LLC

3.  

Santa Clarita, California

  Courtyard   Apple Nine Hospitality Ownership, Inc.   Apple Nine Hospitality Management, Inc.   Dimension Development Two, LLC
4.  

Allen, Texas

  Hampton Inn & Suites   Apple Nine Hospitality Ownership, Inc.   Apple Nine Hospitality Texas Services, Inc.   Gateway Hospitality Group, Inc. (b)
5.  

Twinsburg, Ohio

  Hilton Garden Inn   Apple Nine Hospitality Ownership, Inc.   Apple Nine Hospitality Management, Inc.   Gateway Hospitality Group, Inc. (b)
6.  

Lewisville, Texas

  Hilton Garden Inn   Apple Nine Hospitality Ownership, Inc.   Apple Nine Hospitality Texas Services, Inc.   Gateway Hospitality Group, Inc. (b)
7.  

Duncanville, Texas

  Hilton Garden Inn   Apple Nine SPE Duncanville, Inc.   Apple Nine Services Duncanville, Inc.   Gateway Hospitality Group, Inc. (b)

 

Notes for Table:

 

(a) All brand and trade names, logos or trademarks contained, or referred to, in this prospectus supplement are the properties of their respective owners. These references shall not in any way be construed as participation by, or endorsement of, our offering by any of our franchisors or managers.
(b) The hotels specified were purchased from an affiliate of the indicated manager.

We have no material relationship or affiliation with the hotel sellers or managers, except for the relationship resulting from our purchases, our management agreements for the hotels we own, the pending purchase contracts and any related documents.

POTENTIAL ACQUISITIONS

Purchase Contracts

We have entered into, or caused one of our wholly-owned subsidiaries to enter into, purchase contracts for 19 other hotels. These contracts are for direct hotel purchases or, in certain cases, a purchase of the entity that currently owns the hotel. The following table summarizes the hotel and contract information:

Purchase Contracts for Potential Acquisitions

 

   

Hotel

 

Franchise (a)

  

Date of

Purchase Contract

   Number of
Rooms
   Gross
Purchase Price
1.   Allen, Texas   Hilton Garden Inn    August 1, 2008    150    $ 18,500,000
2.   Bristol, Virginia   Courtyard    August 7, 2008    175      18,650,000
3.   Santa Clarita, California   Hampton Inn    August 29, 2008    128      16,500,000
4.   Santa Clarita, California (a)   Residence Inn    August 29, 2008    90      16,000,000
5.   Santa Clarita, California (a)   Fairfield Inn    August 29, 2008    66      9,000,000
6.   Beaumont, Texas   Residence Inn    September 11, 2008    133      16,900,000
7.   Hillsboro, Oregon (b)   Embassy Suites    October 3, 2008    165      32,500,000
8.   Hillsboro, Oregon (b)   Hampton Inn & Suites    October 3, 2008    106      14,500,000
9.   Pueblo, Colorado   Hampton Inn & Suites    October 6, 2008    81      8,025,000
10.   Durham, North Carolina   Homewood Suites    October 10, 2008    122      19,050,000
11.   Clovis, California (b)   Hampton Inn & Suites    October 17, 2008    86      11,150,000
12.   Clovis, California (b)   Homewood Suites    October 17, 2008    83      12,435,000
13.   Panama City, Florida (b)   Hampton Inn & Suites    October 17, 2008    95      11,600,000
14.   Dothan, Alabama (b)   Hilton Garden Inn    October 20, 2008    104      11,600,836
15.   Albany, Georgia (b)   Fairfield Inn & Suites    October 20, 2008    87      7,919,790
16.   Hattiesburg, Mississippi (b)   Residence Inn    October 20, 2008    84      9,793,028
17.   Panama City, Florida (b)   TownePlace Suites    October 20, 2008    103      10,640,346
18.   Johnson City, Tennessee (b)   Courtyard    October 20, 2008    90      9,879,788
19.   Troy, Alabama (b)   Courtyard    October 20, 2008    90      8,696,456
                  
       Total    2,038    $ 263,340,244

 

Notes for Table:

 

  (a) The indicated hotels are subject to a single purchase contract.
  (b) The indicated hotels are currently under development. The table shows the expected number of rooms upon hotel completion and the expected franchise.

 

S-6


In general, each purchase contract listed above required a deposit upon (or shortly after) execution. An additional deposit is typically due upon the expiration of the contract review period. If a closing occurs under a purchase contract, the initial and additional deposits are credited toward the purchase price. If a closing does not occur because the seller fails to satisfy a condition to closing or breaches the purchase contract, the applicable deposits would be refunded to us. The total of both the initial and additional deposits for the purchase contracts listed above is $3,840,000.

For each purchase contract listed above, there are material conditions to closing that presently remain unsatisfied. Accordingly, there can be no assurance at this time that a closing will occur under any of these purchase contracts.

Loan Information

Two of the purchase contracts listed above require our purchasing subsidiaries to assume loans that are secured by the hotels under contract. Each loan has a non-recourse structure, as previously described in another section above. The following table provides a summary of the loan information for the applicable hotels:

Loan Information for Potential Acquisitions (a)

 

Hotel

   Franchise    Outstanding
Principal
Balance of
Loan
   Annual
Interest
Rate
    Maturity
Date

Bristol, Virginia

   Courtyard    $ 9,793,768    6.59 %   August 2016

Allen, Texas

   Hilton Garden Inn      10,841,619    5.37 %   October 2015
              
        20,635,387     

 

Note for Table:

 

(a) The loans provide for monthly payments of principal and interest on an amortized basis.

SUMMARY OF CONTRACTS

FOR OUR PROPERTIES

Hotel Lease Agreements

Each of our hotels is covered by a separate hotel lease agreement between the owner (one of our wholly-owned subsidiaries) and the applicable lessee (another one of our wholly-owned subsidiaries, as specified in the previous section). Each lease provides for an initial term of 10 years. The applicable lessee has the option to extend its lease term for two additional five-year periods, provided it is not in default at the end of the prior term or at the time the option is exercised.

Each lease provides for annual base rent and percentage rent. The annual base rent is payable in advance in equal monthly installments and will be adjusted each year in proportion to the Consumer Price Index (based on the U.S. City Average). Shown below is the annual base rent and the lease commencement date for our hotels:

 

    

Hotel

  

Franchise

   Annual
Base Rent
  

Date of Lease

Commencement

1.

  

Tucson, Arizona

   Hilton Garden Inn    $ 1,669,903    July 31, 2008

2.

  

Charlotte, North Carolina

   Homewood Suites      435,654    September 24, 2008

3.

  

Santa Clarita, California

   Courtyard      1,225,125    September 24, 2008

4.

  

Allen, Texas

   Hampton Inn & Suites      1,066,725    September 26, 2008

5.

  

Twinsburg, Ohio

   Hilton Garden Inn      1,478,217    October 7, 2008

6.

  

Lewisville, Texas

   Hilton Garden Inn      1,576,353    October 16, 2008

7.

  

Duncanville, Texas

   Hilton Garden Inn      1,435,865    October 21, 2008

 

S-7


The annual percentage rent depends on a formula that compares fixed “suite revenue breakpoints” with a portion of “suite revenue,” which is equal to gross revenue from guest rentals less sales and room taxes and credit card fees. The suite revenue breakpoints will be adjusted each year in proportion to the Consumer Price Index (based on the U.S. City Average). Specifically, the annual percentage rent is equal to the sum of (a) 17% of all suite revenue for the year, up to the applicable suite revenue breakpoint; plus (b) 55% of the suite revenue for the year in excess of the applicable suite revenue breakpoint, as reduced by base rent paid for the year.

Management Agreements

Each of our hotels is being managed by the manager under a separate management agreement between the manager and the applicable lessee (which is one of our wholly-owned subsidiaries, as specified in the previous section). The manager is responsible for managing and supervising the daily operations of the hotel and for collecting revenues for the benefit of the applicable lessee. The fees and other terms of these agreements are the result of commercial negotiations between otherwise unrelated parties. We believe that such fees and terms are appropriate for the hotels and the markets in which they operate.

Franchise Agreements

In general, for the hotels franchised by Marriott International, Inc. or one of its affiliates, there is a relicensing franchise agreement between the applicable lessee (as specified in a previous section) and Marriott International, Inc. or an affiliate. Each relicensing franchise agreement provides for the payment of royalty fees and marketing contributions to the franchisor. A percentage of gross room revenues is used to determine these payments. In addition, we have caused Apple Nine Hospitality, Inc. or another one of our subsidiaries to provide a separate guaranty of the payment and performance of the applicable lessee under the relicensing franchise agreement.

For the hotels franchised by Hilton Hotels Corporation or one of its affiliates, there is a franchise license agreement between the applicable lessee and Hilton Hotels Corporation or an affiliate. Each franchise license agreement provides for the payment of royalty fees and program fees to the franchisor. A percentage of gross room revenues is used to determine these payments. Apple Nine Hospitality, Inc. or another one of our subsidiaries has guaranteed the payment and performance of the lessee under the applicable franchise license agreement.

The fees and other terms of these agreements are the result of commercial negotiations between otherwise unrelated parties, and we believe that such fees and terms are appropriate for the hotels and the markets in which they operate. These agreements may be terminated for various reasons, including failure by the applicable lessee to operate in accordance with the standards, procedures and requirements established by the franchisor.

 

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FINANCIAL AND OPERATING INFORMATION

FOR OUR PROPERTIES

Our hotels offer guest rooms and suites, together with related amenities, that are consistent with their operations. The hotels are located in developed or developing areas and in competitive markets. We believe the hotels are well-positioned to compete in their markets based on location, amenities, rate structure and franchise affiliation. In the opinion of management, each hotel is adequately covered by insurance. The following tables present further information about our hotels:

Table 1. General Information

 

    

Hotel

 

Franchise

  Number
of
Rooms/
Suites
  Gross
Purchase
Price
  Average
Daily
Rate (Price)
per Room/
Suite (a)
  Federal Income
Tax Basis for
Depreciable
Real Property
Component

of Hotel (b)

1.

  

Tucson, Arizona

  Hilton Garden Inn   125   $ 18,375,000   $ 120-149   $ 17,397,150

2.

  

Charlotte, North Carolina

  Homewood Suites   112     5,750,000     129-189     4,729,410

3.

  

Santa Clarita, California

  Courtyard   140     22,700,000     129-209     18,243,805

4.

  

Allen, Texas

  Hampton Inn & Suites   103     12,500,000     144-159     11,100,086

5.

  

Twinsburg, Ohio

  Hilton Garden Inn   142     17,792,440     134-161     16,387,690

6.

  

Lewisville, Texas

  Hilton Garden Inn   165     28,000,000     149-176     24,529,875

7.

  

Duncanville, Texas

  Hilton Garden Inn   142     19,500,000     143-199     17,779,620
                  
     Total   929   $ 124,617,440    

 

Notes for Table 1:

 

(a) The amounts shown are subject to change, and exclude discounts that may be offered to corporate, frequent and other select customers.
(b) The depreciable life is 39 years (or less, as may be permitted by federal tax laws) using the straight-line method. The modified accelerated cost recovery system will be used for the hotel’s personal property component.

Table 2. Loan Information (a)

 

    

Hotel

  

Franchise

   Outstanding
Principal
Balance of Loan
   Annual
Interest
Rate
    Maturity
Date
  

Duncanville, Texas

   Hilton Garden Inn    $ 13,965,857    5.88 %   May 2017

 

Note for Table 2:

 

(a) This table describes a loan that (i) pre-dated our purchase, (ii) is secured by the indicated hotel, and (iii) was assumed by our purchasing subsidiary. The loan provides for monthly payments of principal and interest on an amortized basis.

 

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Table 3. Operating Information (a)

PART A

 

               Avg. Daily Occupancy Rates (%)  
    

Hotel

  

Franchise

   2003     2004     2005     2006     2007  

1.

  

Tucson, Arizona

   Hilton Garden Inn      —         —         —         —         —    

2.

  

Charlotte, North Carolina

   Homewood Suites      66 %     63 %     78 %     76 %     71 %

3.

  

Santa Clarita, California

   Courtyard      —         —         —         —         51 %

4.

  

Allen, Texas

   Hampton Inn & Suites      —         —         —         51 %     68 %

5.

  

Twinsburg, Ohio

   Hilton Garden Inn      65 %     62 %     64 %     63 %     66 %

6.

  

Lewisville, Texas

   Hilton Garden Inn      —         —         —         —         42 %

7.

  

Duncanville, Texas

   Hilton Garden Inn      —         —         59 %     64 %     65 %

PART B

 

 

               Revenue per Available Room/Suite ($)  
    

Hotel

  

Franchise

   2003     2004     2005     2006     2007  

1.

  

Tucson, Arizona

   Hilton Garden Inn      —         —         —         —         —    

2.

  

Charlotte, North Carolina

   Homewood Suites    $ 46     $ 45     $ 55     $ 62     $ 67  

3.

  

Santa Clarita, California

   Courtyard      —         —         —         —       $ 59  

4.

  

Allen, Texas

   Hampton Inn & Suites      —         —         —       $ 53     $ 76  

5.

  

Twinsburg, Ohio

   Hilton Garden Inn    $ 60     $ 57     $ 62     $ 64     $ 69  

6.

  

Lewisville, Texas

   Hilton Garden Inn      —         —         —         —       $ 50  

7.

  

Duncanville, Texas

   Hilton Garden Inn      —         —       $ 56     $ 66     $ 73  

 

Note for Table 3:

 

(a) Information is shown for the last five years of hotel operations, if applicable.

Table 4. Tax and Related Information

 

    

Hotel

  

Franchise

   Tax
Year
    Real
Property
Tax
Rate (c)
    Real
Property
Tax
 

1.

  

Tucson, Arizona

   Hilton Garden Inn    2007 (a)   2.5 %   $ 8,761 (d)

2.

  

Charlotte, North Carolina

   Homewood Suites    2007 (a)   1.3 %     75,716  

3.

  

Santa Clarita, California

   Courtyard    2007 (b)   1.2 %     225,070  

4.

  

Allen, Texas

   Hampton Inn & Suites    2007 (a)   2.4 %     192,282  

5.

  

Twinsburg, Ohio

   Hilton Garden Inn    2007 (a)   2.0 %     237,637  

6.

  

Lewisville, Texas

   Hilton Garden Inn    2007 (a)   2.6 %     262,740  

7.

  

Duncanville, Texas

   Hilton Garden Inn    2007 (a)   2.7 %     296,354  

 

Notes for Table 4:

(a) Represents calendar year.
(b) Represents 12-month period from July 1, 2007 through June 30, 2008.
(c) Property tax rate is an aggregate figure for county, city and other local taxing authorities (to the extent applicable).
(d) The amount shown is the 2007 amount for the undeveloped land on which the hotel was constructed during 2008. The amount shown is not necessarily indicative of property taxes expected for the hotel in the future.

 

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SELECTED FINANCIAL DATA

 

     Three Months Ended     Six Months Ended  

(in thousands except per share and statistical data)

   June 30, 2008     June 30, 2008  
     (unaudited)  

Income Statement

    

General and administrative expenses

   $ 94     $ 111  

Interest (income) expense, net

   $ (388 )   $ (385 )

Net income

   $ 294     $ 274  

Per Share Data

    

Earnings per common share

   $ 0.05     $ 0.09  

Weighted-average common shares outstanding—basic and diluted

     6,392       3,196  

Cash flow from (used in):

    

Operating activities

     $ 304  

Investing activities

     $ (210 )

Financing activities

     $ 162,465  
     June 30, 2008     December 31, 2007  
     (unaudited)        

Balance Sheet Data

    

Cash and cash equivalents

   $ 162,579     $ 20  

Total assets

   $ 162,821     $ 337  

Note payable

   $ —       $ 151  

Shareholders’ equity

   $ 162,770     $ 31  

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(For the six months ended June 30, 2008)

Overview

The Company is a Virginia corporation that intends to qualify as a REIT for federal income tax purposes. The Company, which owns no properties and has no operating history, was formed to invest in hotels, residential apartment communities and other income-producing real estate in selected metropolitan areas in the United States. Initial capitalization occurred on November 9, 2007, when 10 Units, each Unit consisting of one common share and one Series A preferred share, were purchased by Apple Nine Advisors, Inc. (“A9A”) and 480,000 Series B convertible preferred shares were purchased by Glade M. Knight, the Company’s Chairman, Chief Executive Officer and President. The Company’s fiscal year end is December 31.

Related Party Transactions

The Company has significant transactions with related parties. These transactions cannot be construed to be at arms length and the results of the Company’s operations may be different than if conducted with non-related parties.

The Company has entered into a Property Acquisition and Disposition Agreement with Apple Suites Realty Group, Inc. (“ASRG”), to acquire and dispose of real estate assets for the Company. A fee of 2% of the gross purchase price or gross sale price in addition to certain reimbursable expenses will be payable for these services. There have been no amounts incurred by the Company under this agreement as of June 30, 2008.

The Company has entered into an advisory agreement with A9A to provide management of the Company and its assets. An annual fee ranging from 0.1% to 0.25% of total equity proceeds received by the Company in addition to certain reimbursable expenses will be payable for these services. A9A has entered into an agreement with Apple REIT Six, Inc. (“AR6”) to provide certain management services to the Company. The Company will reimburse A9A for the cost of the services provided by AR6. Total advisory fees and reimbursable expenses incurred by the Company under the advisory agreement are included in general and administrative expenses and totaled approximately $49,000 for the six months ended June 30, 2008.

ASRG and A9A are 100% owned by Glade M. Knight, Chairman, Chief Executive Officer and President of the Company. ASRG and A9A may purchase in the “best efforts” offering up to 2.5% of the total number of shares sold in the offering.

Mr. Knight is also Chairman and Chief Executive Officer of Apple REIT Six, Inc., Apple REIT Seven, Inc. and Apple REIT Eight, Inc., other REITS. Members of the Company’s Board of Directors are also on the Board of Directors of Apple REIT Six, Inc., Apple REIT Seven, Inc. and Apple REIT Eight, Inc.

Results of Operations

During the period from the Company’s initial formation on November 9, 2007 through June 30, 2008, the Company owned no properties, had no revenue, exclusive of interest income and was primarily engaged in capital formation activities.

Liquidity and Capital Resources

The Company’s principal source of liquidity will be the proceeds of the “best-efforts” offering and the cash flow generated from properties the Company will acquire and any short term investments. In addition, the Company may borrow funds, subject to the approval of the Company’s board of directors.

 

S-12


The Company is raising capital through a “best-efforts” offering of shares by David Lerner Associates, Inc., the managing dealer, which receives selling commissions and a marketing expense allowance based on proceeds of the shares sold. The minimum offering of 9,523,810 Units at $10.50 per Unit was sold as of May 14, 2008, with proceeds net of commissions and marketing expenses totaling $90 million. Subsequent to the minimum offering and through June 30, 2008, an additional 7.5 million Units, at $11 per Unit, were sold, with the Company receiving proceeds, net of commissions, marketing expenses and other offering costs of approximately $73.3 million. The Company is continuing its offering at $11.00 per Unit.

Each Unit consists of one common share and one Series A preferred share. The Series A preferred shares will have no voting rights, no conversion rights and no distribution rights. The only right associated with the Series A preferred shares will be a priority distribution upon the sale of the Company’s assets. The priority will be equal to $11.00 per Series A preferred share, and no more, before any distributions are made to the holders of any other shares. In the event the Company pays special dividends, the amount of the $11.00 priority will be reduced by the amount of any special dividends approved by the board. The Series A preferred shares will not be separately tradable from the common shares to which they relate.

Prior to the commencement of the Company’s “best-efforts” offering, the Company obtained an unsecured line of credit in a principal amount of $400,000 to fund certain start-up costs and offering expenses. The line of credit was fully paid during May 2008 with net proceeds from the Company’s “best-efforts” offering.

As of June 30, 2008, the Company had cash and cash equivalents totaling $162.6 million, primarily resulting from the sale of Units through that date. The Company intends to use funds generated from its “best-efforts” offering to invest in hotels, residential apartment communities and other income-producing real estate. As of June 30, 2008 the Company had entered into a purchase contract for the potential acquisition of a Hilton Garden Inn hotel located in Tucson, Arizona. The purchase price for the 125 guest room hotel is $18.4 million, and a refundable deposit of $150,000 was paid by the Company in connection with the contract. It is expected that the purchase price will be funded from the Company’s cash on hand. While the purchase of the hotel by the Company is expected to occur during 2008, there can be no assurance that all the conditions to closing will be satisfied.

To maintain its REIT status the Company is required to distribute at least 90% of its ordinary income. Although the Company owns no real estate, distributions since the initial capitalization through June 30, 2008 totaled approximately $893,000 and were paid at a monthly rate of $0.073334 per common share beginning in June 2008. For the same period the Company’s cash generated from operations was approximately $304,000. Due to the inherent delay between raising capital and investing that same capital in income producing real estate, the Company has had significant amounts of cash earning interest at short term money market rates. As a result, the difference between distributions paid and cash generated from operations has been funded from proceeds from the offering of Units, and this portion of distributions is expected to be treated as a return of capital for federal income tax purposes. The Company intends to continue paying dividends on a monthly basis, at an annualized dividend rate of $0.88 per common share. Since a portion of distributions has to date been funded with proceeds from the offering of Units, the Company’s ability to maintain its current intended rate of distribution will be based on its ability to fully invest its offering proceeds and thereby increase its cash generated from operations. Since there can be no assurance of the Company’s ability to acquire properties that provide income at this level, there can be no assurance as to the classification or duration of distributions at the current rate. Proceeds of the offering which are distributed are not available for investment in properties.

Series B Convertible Preferred Stock

The Company has authorized 480,000 shares of Series B convertible preferred stock. The Company has issued 480,000 Series B convertible preferred shares to Glade M. Knight, chairman, chief executive officer and president of the Company, in exchange for the payment by him of $0.10 per Series B convertible preferred share, or an aggregate of $48,000. The Series B convertible preferred shares are convertible into common shares pursuant to the formula and on the terms and conditions set forth below.

 

S-13


There are no dividends payable on the Series B convertible preferred shares. Holders of more than two-thirds of the Series B convertible preferred shares must approve any proposed amendment to the articles of incorporation that would adversely affect the Series B convertible preferred shares.

Upon the Company’s liquidation, the holder of the Series B convertible preferred shares is entitled to a priority liquidation payment before any distribution of liquidation proceeds to the holders of the common shares. However, the priority liquidation payment of the holder of the Series B convertible preferred shares is junior to the holders of the Series A preferred shares distribution rights. The holder of a Series B convertible preferred share is entitled to a liquidation payment of $11 per number of common shares each Series B convertible preferred share would be convertible into according to the formula described below. In the event that the liquidation of the Company’s assets results in proceeds that exceed the distribution rights of the Series A preferred shares and the Series B convertible preferred shares, the remaining proceeds will be distributed between the common shares and the Series B convertible preferred shares, on an as converted basis.

Each holder of outstanding Series B convertible preferred shares shall have the right to convert any of such shares into common shares of the Company upon and for 180 days following the occurrence of any of the following events:

(1) substantially all of the Company’s assets, stock or business is sold or transferred through exchange, merger, consolidation, lease, share exchange, sale or otherwise, other than a sale of assets in liquidation, dissolution or winding up of the Company;

(2) the termination or expiration without renewal of the advisory agreement, or if the Company ceases to use ASRG to provide property acquisition and disposition services; or

(3) the Company’s common shares are listed on any securities exchange or quotation system or in any established market.

Upon the occurrence of any conversion event, each Series B convertible preferred share may be converted into a number of common shares based upon the gross proceeds raised through the date of conversion in the Company’s $2 billion offering according to the following table:

 

Gross Proceeds Raised from Sales of

Units through Date of Conversion

  Number of Common Shares
through Conversion of
One Series B Convertible Preferred
Share
$100 million     0.92321
$200 million     1.83239
$300 million     3.19885
$400 million     4.83721
$500 million     6.11068
$600 million     7.29150
$700 million     8.49719
$800 million     9.70287
$900 million   10.90855
$     1 billion   12.11423
$  1.1 billion   13.31991
$  1.2 billion   14.52559
$  1.3 billion   15.73128
$  1.4 billion   16.93696
$  1.5 billion   18.14264
$  1.6 billion   19.34832
$  1.7 billion   20.55400
$  1.8 billion   21.75968
$  1.9 billion   22.96537
$     2 billion   24.17104

 

S-14


In the event that after raising gross proceeds of $2 billion, the Company raises additional gross proceeds in a subsequent public offering, each Series B convertible preferred share may be converted into an additional number of common shares based on the additional gross proceeds raised through the date of conversion in a subsequent public offering according to the following formula: (X/100 million) x 1.20568, where X is the additional gross proceeds rounded down to the nearest 100 million.

No additional consideration is due upon the conversion of the Series B convertible preferred shares. The conversion into common shares of the Series B convertible preferred shares will result in dilution of the shareholders’ interests.

Expense related to the issuance of 480,000 Series B convertible preferred shares to Mr. Knight will be recognized at such time when the number of common shares to be issued for conversion of the Series B shares can be reasonably estimated and the event triggering the conversion of the Series B shares to common shares occurs. The expense will be measured as the difference between the fair value of the common stock for which the Series B shares can be converted and the amounts paid for the Series B shares. Although the fair market value cannot be determined at this time, expense if the maximum offering is achieved could range from $0 to in excess of $127 million (assumes $11 per unit fair market value).

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Statement applies under other accounting pronouncements that require or permit fair value measurements. Accordingly, this Statement does not require any new fair value measurements. In February 2008, the FASB released FASB Staff Position (FSP) FAS 157-2 – Effective Date of FASB Statement No. 157, which defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and liabilities, except those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The effective date of the statement related to those items not covered by the deferral (all financial assets and liabilities or nonfinancial assets and liabilities recorded at fair value on a recurring basis) is for fiscal years beginning after November 15, 2007. The adoption of this statement did not have and is not anticipated to have a material impact on the Company’s results of operations and financial position.

In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of the guidance is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. SFAS 159 is effective for the Company beginning January 1, 2008. The Company has elected not to use the fair value measurement provisions of SFAS 159 and therefore, adoption of this standard did not have an impact on the financial statements.

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS 133. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not currently have any instruments that qualify within the scope of SFAS 133, and therefore the adoption of this statement is not anticipated to have a material impact on the Company’s financial statements.

 

S-15


In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s (“SEC”) approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS 162 on its financial statements.

Subsequent Events

In July 2008, the Company declared and paid approximately $1.2 million in dividend distributions to its common shareholders, or $0.073334 per outstanding common share.

During July 2008, the Company closed on the issuance of 4.2 million Units through its ongoing “best-efforts” offering, representing gross proceeds to the Company of $45.8 million and proceeds net of selling and marketing costs of $41.2 million.

On July 24, 2008, the Company entered into a purchase contract for the potential acquisition of a Courtyard hotel in Santa Clarita, California. The gross purchase price for the 140 room hotel is $22.7 million, and a refundable deposit of $200,000 was paid by the Company in connection with the contract.

On July 31, 2008, the Company closed on the purchase of a Hilton Garden Inn located in Tucson, Arizona. The gross purchase price for this hotel, which contains a total of 125 guest rooms, was $18.4 million.

On August 1, 2008, the Company entered into a purchase contract for the potential acquisition of a Homewood Suites hotel in Charlotte, North Carolina. The gross purchase price for the 112 room hotel is $5.8 million, and a refundable deposit of $200,000 was paid by the Company in connection with the contract.

On August 1, 2008, the Company entered into five separate purchase contracts with a group of related sellers for the potential acquisition of five hotels. The purchase contracts are for a 142 room Hilton Garden Inn in Twinsburg, Ohio with a purchase price of $16.5 million, a 165 room Hilton Garden Inn in Lewisville, Texas with a purchase price of $28.0 million, a 142 room Hilton Garden Inn in Duncanville, Texas with a purchase price of $19.5 million, a 103 room Hampton Inn and Suites in Allen, Texas with a purchase price of $12.5 million and a 150 room Hilton Garden Inn in Allen, Texas with a purchase price of $18.5 million. The initial refundable deposit under each separate contract was $200,000.

 

S-16


EXPERTS

Set forth below are the audited financial statements of the Tucson, Arizona-Hilton Garden Inn. These financial statements have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report appearing elsewhere herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Set forth below are the audited financial statements of Charlotte Lakeside Hotel, L.P. (previous owner of the Charlotte, North Carolina Homewood Suites). These financial statements have been included herein in reliance on the report, also set forth below, of Schneider & Company Certified Public Accountants, PC, an independent certified public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.

Set forth below are the audited financial statements of the Santa Clarita, California Courtyard by Marriott Hotel. These financial statements have been included herein in reliance on the report, also set forth below, of L.P. Martin & Company, P.C., an independent certified public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.

Set forth below are the separate audited financial statements of (i) Allen Stacy Hotel, Ltd. (previous owner of the Allen, Texas Hampton Inn & Suites), (ii) RSV Twinsburg Hotel, Ltd. (previous owner of the Twinsburg, Ohio Hilton Garden Inn), (iii) SCI Lewisville Hotel Ltd. (previous owner of the Lewisville, Texas Hilton Garden Inn), and (iv) SCI Duncanville Hotel, Ltd. (previous owner of the Duncanville, Texas Hilton Garden Inn). These financial statements have been included herein in reliance on the reports also set forth below, of Novogradac & Company LLP, an independent certified public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.

 

S-17


INDEX TO FINANCIAL STATEMENTS

 

Financial Statements of Company

  

Apple REIT Nine, Inc. (Unaudited)

  

Consolidated Balance Sheets—June 30, 2008 and December 31, 2007

   F-4

Consolidated Statements of Operations—Three months and six months ended June 30, 2008

   F-5

Consolidated Statement of Cash Flows—Six months ended June 30, 2008

   F-6

Notes to Consolidated Financial Statements

   F-7

Financial Statements of Businesses Acquired

  

Tucson, Arizona—Hilton Garden Inn Hotel

  

(Audited)

  

Independent Auditors’ Report

   F-13

Balance Sheet—December 31, 2007

   F-14

Statement of Operations—Year Ended December 31, 2007

   F-15

Statement of Owners’ Equity—Year Ended December 31, 2007

   F-16

Statement of Cash Flows—Year Ended December 31, 2007

   F-17

Notes to Financial Statements

   F-18

(Unaudited)

  

Balance Sheets—June 30, 2008 and December 31, 2007

   F-21

Statements of Operations—Six Months Ended June 30, 2008 and 2007

   F-22

Statements of Cash Flows—Six Months Ended June 30, 2008 and 2007

   F-23

Charlotte Lakeside Hotel, L.P. (previous owner of Charlotte, North Carolina Homewood Suites)

  

(Audited)

  

Independent Auditors’ Report

   F-24

Balance Sheets—December 31, 2007 and 2006

   F-25

Statements of Operations and Partners’ Deficit—Years Ended December 31, 2007 and 2006

   F-26

Statements of Cash Flows—Years Ended December 31, 2007 and 2006

   F-27

Notes to Financial Statements

   F-28

(Unaudited)

  

Balance Sheets—June 30, 2008 and 2007

   F-32

Statements of Income and Partners’ Deficit—Six Months Ended June 30, 2008 and 2007

   F-33

Statements of Cash Flows—Six Months Ended June 30, 2008 and 2007

   F-34

Santa Clarita—Courtyard by Marriott Hotel

  

(Audited)

  

Independent Auditors’ Report

   F-35

Balance Sheets—December 31, 2007 and 2006

   F-36

Statements of Members’ Equity—Years Ended December 31, 2007 and 2006

   F-37

Statements of Operations—Years Ended December 31, 2007 and 2006

   F-38

Statements of Cash Flows—Years Ended December 31, 2007 and 2006

   F-39

Notes to the Financial Statements

   F-40

(Unaudited)

  

Balance Sheets—June 30, 2008 and 2007

   F-43

Statements of Members’ Equity—June 30, 2008 and 2007

   F-44

Statements of Operations—Six month periods ended June 30, 2008 and 2007

   F-45

Statements of Cash Flows—Six month periods ended June 30, 2008 and 2007

   F-46

 

F-1


Allen Stacy Hotel, Ltd. (previous owner of Allen, Texas Hampton Inn & Suites)

  

(Audited)

  

Independent Auditors’ Report

   F-47

Balance Sheets—December 31, 2007 and 2006

   F-48

Statements of Operations—Years Ended December 31, 2007 and 2006

   F-49

Statements of Changes in Partners’ Capital—Years Ended December 31, 2007 and 2006

   F-50

Statements of Cash Flows—Years Ended December 31, 2007 and 2006

   F-51

Notes to Financial Statements

   F-53

(Unaudited)

  

Balance Sheets—June 30, 2008 and 2007

   F-58

Statements of Operations—Six months ended June 30, 2008 and 2007

   F-59

Statements of Cash Flows—Six months ended June 30, 2008 and 2007

   F-60

RSV Twinsburg Hotel, Ltd. (previous owner of Twinsburg, Ohio Hilton Garden Inn)

  

(Audited)

  

Independent Auditors’ Report

   F-61

Balance Sheets—December 31, 2007 and 2006

   F-62

Statements of Operations—Years Ended December 31, 2007 and 2006

   F-63

Statements of Changes in Partners’ Capital—Years Ended December 31, 2007 and 2006

   F-64

Statements of Cash Flows—Years Ended December 31, 2007 and 2006

   F-65

Notes to Financial Statements

   F-66

(Unaudited)

  

Balance Sheets—June 30, 2008 and 2007

   F-70

Statements of Operations—Six months ended June 30, 2008 and 2007

   F-71

Statements of Cash Flows—Six months ended June 30, 2008 and 2007

   F-72

SCI Lewisville Hotel Ltd. (previous owner of Lewisville, Texas Hilton Garden Inn)

  

(Audited)

  

Independent Auditors’ Report

   F-73

Balance Sheets—December 31, 2007 and 2006

   F-74

Statements of Operations—Years Ended December 31, 2007 and 2006

   F-75

Statements of Changes in Partners’ Capital—Years Ended December 31, 2007 and 2006

   F-76

Statements of Cash Flows—Years Ended December 31, 2007 and 2006

   F-77

Notes to Financial Statements

   F-79

(Unaudited)

  

Balance Sheets—June 30, 2008 and 2007

   F-85

Statements of Operations—Six months ended June 30, 2008 and 2007

   F-86

Statements of Cash Flows—Six months ended June 30, 2008 and 2007

   F-87

SCI Duncanville Hotel, Ltd. (previous owner of Duncanville, Texas Hilton Garden Inn)

  

(Audited)

  

Independent Auditors’ Report

   F-88

Balance Sheets—December 31, 2007 and 2006

   F-89

Statements of Operations—Years Ended December 31, 2007 and 2006

   F-90

Statements of Changes in Partners’ Capital—Years Ended December 31, 2007 and 2006

   F-91

Statements of Cash Flows—Years Ended December 31, 2007 and 2006

   F-92

Notes to Financial Statements

   F-94

 

F-2


(Unaudited)

  

Balance Sheets—June 30, 2008 and 2007

   F-99

Statements of Operations—Six months ended June 30, 2008 and 2007

   F-100

Statements of Cash Flows—Six months ended June 30, 2008 and 2007

   F-101

Pro Forma Financial Information

  

Apple REIT Nine, Inc. (Unaudited)

  

Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2008

   F-102

Notes to Pro Forma Condensed Consolidated Balance Sheet

   F-104

Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June  30, 2008 and the Twelve Months Ended December 31, 2007

   F-105

Notes to Pro Forma Condensed Consolidated Statement of Operations

   F-108

 

F-3


APPLE REIT NINE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

     June 30,
2008
    December 31,
2007
 
     (unaudited)        

ASSETS

    

Cash

   $ 162,579     $ 20  

Other assets

     242       317  
                

Total Assets

   $ 162,821     $ 337  
                

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Liabilities

    

Note payable

   $ —       $ 151  

Accounts payable and accrued expenses

     51       155  
                

Total Liabilities

     51       306  

Shareholders’ Equity

    

Preferred stock, authorized 30,000,000 shares; none issued and outstanding

     —         —    

Series A preferred stock, no par value, authorized 400,000,000 shares; issued and outstanding 17,004,557 and 10 shares

     —         —    

Series B convertible preferred stock, no par value, authorized 480,000 shares; issued and outstanding 480,000 shares

     48       48  

Common stock, no par value, authorized 400,000,000 shares; issued and outstanding 17,004,557 and 10 shares

     163,359       —    

Distributions greater than net income

     (637 )     (17 )
                

Total Shareholders’ Equity

     162,770       31  
                

Total Liabilities and Shareholders’ Equity

   $ 162,821     $ 337  
                

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007.

 

F-4


APPLE REIT NINE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share data)

 

     Three Months Ended
June 30, 2008
    Six Months Ended
June 30, 2008
 

Revenue

   $ —       $ —    

Expenses:

    

General and administrative

     94       111  

Interest income, net

     (388 )     (385 )
                

Net income

   $ 294     $ 274  
                

Basic and diluted earnings per common share

   $ 0.05     $ 0.09  
                

Weighted average common shares outstanding—basic and diluted

     6,392       3,196  

Distributions declared and paid per common share

   $ 0.07     $ 0.07  
                

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007.

 

F-5


APPLE REIT NINE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

     Six Months Ended
June 30, 2008
 

Cash flows from operating activities:

  

Net income

   $ 274  

Adjustments to reconcile net income to cash provided by operating activities:

  

Stock option expense

     26  

Changes in operating assets and liabilities:

  

Accounts payable and accrued expenses

     4  
        

Net cash provided by operating activities:

     304  
        

Cash flows used in investing activities:

  

Deposits and other disbursements for potential acquisitions

     (210 )
        

Net cash used in investing activities

     (210 )
        

Cash flows from financing activities:

  

Net proceeds from issuance of common shares

     163,509  

Distributions paid to common shareholders

     (893 )

Payoff of the line of credit, net of borrowings

     (151 )
        

Net cash provided by financing activities

     162,465  
        

Increase in cash and cash equivalents

     162,559  

Cash and cash equivalents, beginning of period

     20  
        

Cash and cash equivalents, end of period

   $ 162,579  
        

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007.

 

F-6


APPLE REIT NINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited financials should be read in conjunction with the Company’s audited consolidated financial statements included in its registration statement filed on Form S-11 with the Securities and Exchange Commission (File No. 333-147414). Operating results for the three months and six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the twelve month period ending December 31, 2008.

2. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Apple REIT Nine, Inc. together with its wholly owned subsidiaries (the “Company”) is a Virginia corporation that intends to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. The Company, which owns no properties and has no operating history, was formed to invest in hotels, residential apartment communities and other income-producing real estate in selected metropolitan areas in the United States. Initial capitalization occurred on November 9, 2007, when 10 Units, each Unit consisting of one common share and one Series A preferred share, were purchased by Apple Nine Advisors, Inc. (“A9A”) and 480,000 Series B convertible preferred shares were purchased by Glade M. Knight, the Company’s Chairman, Chief Executive Officer and President (see Note 4 and 6). The Company’s fiscal year end is December 31. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated.

Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less. The fair market value of cash and cash equivalents approximates their carrying value. All cash and cash equivalents are currently held at two institutions, Wachovia Bank, N.A. and BB&T Corporation and the balances may at times exceed federal depository insurance limits.

Income Taxes

The Company intends to make an election to be treated, and expects to qualify, as a REIT under the Internal Revenue Code of 1986, as amended. As a REIT, the Company will be allowed a deduction for the amount of dividends paid to its shareholders, thereby subjecting the distributed net income of the Company to taxation only at the shareholder level. The Company’s continued qualification as a REIT will depend on its compliance with numerous requirements, including requirements as to the nature of its income and distribution of dividends.

The Company has established Apple Nine Hospitality Management, Inc. as a 100% owned taxable REIT subsidiary (“TRS”). The TRS will lease all hotels from the Company and be subject to income tax at regular corporate rates on any income that it would earn.

Start Up Costs

Start up costs are expensed as incurred.

 

F-7


Use of Estimates

The preparation of the financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Offering Costs

The Company is raising capital through a “best-efforts” offering of Units by David Lerner Associates, Inc., the managing underwriter, which receives a selling commission and a marketing expense allowance based on proceeds of the shares sold. Additionally, the Company has incurred other offering costs including legal, accounting and reporting services. These offering costs are recorded by the Company as a reduction of shareholders’ equity. Prior to the commencement of the Company’s offering, these costs were deferred and recorded as prepaid expense. As of June 30, 2008, the Company had sold 17.0 million Units for gross proceeds of $182.3 million and proceeds net of offering costs of $163.3 million.

Earnings Per Common Share

Basic earnings per common share is computed as net income divided by the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated after giving effect to all potential common shares that were dilutive and outstanding for the year. There were no shares with a dilutive effect for the three months and six months ended June 30, 2008. Series B convertible preferred shares are not included in earnings per common share calculations until such time that such shares are converted to common shares (see Note 6).

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Statement applies under other accounting pronouncements that require or permit fair value measurements. Accordingly, this Statement does not require any new fair value measurements. In February 2008, the FASB released FASB Staff Position (FSP) FAS 157-2—Effective Date of FASB Statement No. 157, which defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and liabilities, except those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The effective date of the statement related to those items not covered by the deferral (all financial assets and liabilities or nonfinancial assets and liabilities recorded at fair value on a recurring basis) is for fiscal years beginning after November 15, 2007. The adoption of this statement did not have and is not anticipated to have a material impact on the Company’s results of operations and financial position.

In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of the guidance is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. SFAS 159 is effective for the Company beginning January 1, 2008. The Company has elected not to use the fair value measurement provisions of SFAS 159 and therefore, adoption of this standard did not have an impact on the financial statements.

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS No. 133, Accounting for Derivative

 

F-8


Instruments and Hedging Activities (“SFAS 133”). It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS 133. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not currently have any instruments that qualify within the scope of SFAS 133, and therefore the adoption of this statement is not anticipated to have a material impact on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s (“SEC”) approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the potential impact, if any, of the adoption of SFAS 162 on its financial statements.

3. SUMMARY OF POTENTIAL ACQUISITIONS

On June 5, 2008, the Company entered into a purchase contract for the potential acquisition of a Hilton Garden Inn hotel located in Tucson, Arizona. The purchase price for the 125 guest room hotel is $18.4 million, and a refundable deposit of $150,000 was paid by the Company in connection with the contract and is included in other assets in the Company’s consolidated balance sheet as of June 30, 2008 and in deposits and other disbursements for potential acquisitions in the consolidated statement of cash flows. It is expected that the purchase price will be funded from the Company’s cash on hand. While the purchase of the hotel by the Company is expected to occur during 2008, there can be no assurance that all the conditions to closing will be satisfied.

4. RELATED PARTIES

The Company has significant transactions with related parties. These transactions cannot be construed to be at arms length and the results of the Company’s operations may be different than if conducted with non-related parties.

The Company has entered into a Property Acquisition and Disposition Agreement with Apple Suites Realty Group, Inc. (“ASRG”), to acquire and dispose of real estate assets for the Company. A fee of 2% of the gross purchase price or gross sale price in addition to certain reimbursable expenses will be payable for these services. There have been no amounts incurred by the Company under this agreement as of June 30, 2008.

The Company has entered into an advisory agreement with A9A to provide management of the Company and its assets. An annual fee ranging from 0.1% to 0.25% of total equity proceeds received by the Company in addition to certain reimbursable expenses will be payable for these services. A9A has entered into an agreement with Apple REIT Six, Inc. (“AR6”) to provide certain management services to the Company. The Company will reimburse A9A for the cost of the services provided by AR6. Total advisory fees and reimbursable expenses incurred by the Company under the advisory agreement are included in general and administrative expenses and totaled approximately $49,000 for the six months ended June 30, 2008.

ASRG and A9A are 100% owned by Glade M. Knight, Chairman, Chief Executive Officer and President of the Company. ASRG and A9A may purchase in the “best efforts” offering up to 2.5% of the total number of shares sold in the offering.

Mr. Knight is also Chairman and Chief Executive Officer of Apple REIT Six, Inc., Apple REIT Seven, Inc. and Apple REIT Eight, Inc., other REITS. Members of the Company’s Board of Directors are also on the Board of Directors of Apple REIT Six, Inc., Apple REIT Seven, Inc. and Apple REIT Eight, Inc.

 

F-9


5. STOCK INCENTIVE PLAN

During April 2008, the Company adopted a non-employee directors’ stock incentive plan (the “Directors’ Plan”) to provide incentives to attract and retain directors. The Directors’ Plan provides for the grant of options to purchase a specified number of shares of common stock (“Options”) to directors of the Company. A Compensation Committee (“Committee”) was established to administer the plan. The Committee is responsible for granting Options and for establishing the exercise price of Options. During the second quarter of 2008, the Company issued approximately 32,000 options under the Directors’ Plan and recorded approximately $26,000 in compensation expense.

6. SHAREHOLDERS’ EQUITY

Best-efforts Offering

The Company is currently conducting an on-going best-efforts offering. The Company registered its Units on Registration Statement Form S-11 (File No. 333-147414) filed on April 23, 2008 and was declared effective by the SEC on April 25, 2008. The Company began its best-efforts offering of Units the same day the registration statement was declared effective. The Offering is continuing as of the date of these financial statements. The managing underwriter is David Lerner Associates, Inc. and all of the Units are being sold for the Company’s account.

Each Unit consists of one common share and one Series A preferred share. The Series A preferred shares will have no voting rights, no conversion rights and no distribution rights. The only right associated with the Series A preferred shares will be a priority distribution upon the sale of the Company’s assets. The priority will be equal to $11.00 per Series A preferred share, and no more, before any distributions are made to the holders of any other shares. In the event the Company pays special dividends, the amount of the $11.00 priority will be reduced by the amount of any special dividends approved by the board. The Series A preferred shares will not be separately tradable from the common shares to which they relate.

Series B Convertible Preferred Stock

The Company has authorized 480,000 shares of Series B convertible preferred stock. The Company has issued 480,000 Series B convertible preferred shares to Glade M. Knight, Chairman, Chief Executive Officer and President of the Company, in exchange for the payment by him of $0.10 per Series B convertible preferred share, or an aggregate of $48,000. The Series B convertible preferred shares are convertible into common shares pursuant to the formula and on the terms and conditions set forth below.

There are no dividends payable on the Series B convertible preferred shares. Holders of more than two-thirds of the Series B convertible preferred shares must approve any proposed amendment to the articles of incorporation that would adversely affect the Series B convertible preferred shares.

Upon the Company’s liquidation, the holder of the Series B convertible preferred shares is entitled to a priority liquidation payment before any distribution of liquidation proceeds to the holders of the common shares. However, the priority liquidation payment of the holder of the Series B convertible preferred shares is junior to the holders of the Series A preferred shares distribution rights. The holder of a Series B convertible preferred share is entitled to a liquidation payment of $11 per number of common shares each Series B convertible preferred share would be convertible into according to the formula described below. In the event that the liquidation of the Company’s assets results in proceeds that exceed the distribution rights of the Series A preferred shares and the Series B convertible preferred shares, the remaining proceeds will be distributed between the common shares and the Series B convertible preferred shares, on an as converted basis.

 

F-10


Each holder of outstanding Series B convertible preferred shares shall have the right to convert any of such shares into common shares of the Company upon and for 180 days following the occurrence of any of the following events:

(1) substantially all of the Company’s assets, stock or business is sold or transferred through exchange, merger, consolidation, lease, share exchange, sale or otherwise, other than a sale of assets in liquidation, dissolution or winding up of the Company;

(2) the termination or expiration without renewal of the advisory agreement, or if the Company ceases to use ASRG to provide property acquisition and disposition services; or

(3) the Company’s common shares are listed on any securities exchange or quotation system or in any established market.

Upon the occurrence of any conversion event, each Series B convertible preferred share may be converted into a number of common shares based upon the gross proceeds raised through the date of conversion in the Company’s $2 billion offering according to the following table:

 

Gross Proceeds Raised from Sales of

Units through Date of Conversion

  Number of Common Shares
through Conversion of
One Series B Convertible
Preferred Share
$100 million   0.92321
$200 million   1.83239
$300 million   3.19885
$400 million   4.83721
$500 million   6.11068
$600 million   7.29150
$700 million   8.49719
$800 million   9.70287
$900 million   10.90855
$1 billion   12.11423
$1.1 billion   13.31991
$1.2 billion   14.52559
$1.3 billion   15.73128
$1.4 billion   16.93696
$1.5 billion   18.14264
$1.6 billion   19.34832
$1.7 billion   20.55400
$1.8 billion   21.75968
$1.9 billion   22.96537
$2 billion   24.17104

In the event that after raising gross proceeds of $2 billion, the Company raises additional gross proceeds in a subsequent public offering, each Series B convertible preferred share may be converted into an additional number of common shares based on the additional gross proceeds raised through the date of conversion in a subsequent public offering according to the following formula: (X/100 million) x 1.20568, where X is the additional gross proceeds rounded down to the nearest 100 million.

No additional consideration is due upon the conversion of the Series B convertible preferred shares. The conversion into common shares of the Series B convertible preferred shares will result in dilution of the shareholders’ interests.

Expense related to the issuance of 480,000 Series B convertible preferred shares to Mr. Knight will be recognized at such time when the number of common shares to be issued for conversion of the Series B shares

 

F-11


can be reasonably estimated and the event triggering the conversion of the Series B shares to common shares occurs. The expense will be measured as the difference between the fair value of the common stock for which the Series B shares can be converted and the amounts paid for the Series B shares. Although the fair market value cannot be determined at this time, expense if the maximum offering is achieved could range from $0 to in excess of $127 million (assumes $11 per unit fair market value).

7. LINE OF CREDIT

Prior to the commencement of the Company’s “best-efforts” offering, the Company obtained an unsecured line of credit in a principal amount of $400,000 to fund certain start-up costs and offering expenses. The lender was Wachovia Bank, N.A. The line of credit bore interest at a variable rate based on the London Interbank Borrowing Rate (LIBOR). The line of credit was fully paid during May 2008 with net proceeds from the Company’s “best-efforts” offering.

8. SUBSEQUENT EVENTS

In July 2008, the Company declared and paid approximately $1.2 million in dividend distributions to its common shareholders, or $0.073334 per outstanding common share.

During July 2008, the Company closed on the issuance of 4.2 million Units through its ongoing “best-efforts” offering, representing gross proceeds to the Company of $45.8 million and proceeds net of selling and marketing costs of $41.2 million.

On July 24, 2008, the Company entered into a purchase contract for the potential acquisition of a Courtyard hotel in Santa Clarita, California. The gross purchase price for the 140 room hotel is $22.7 million, and a refundable deposit of $200,000 was paid by the Company in connection with the contract.

On July 31, 2008, the Company closed on the purchase of a Hilton Garden Inn located in Tucson, Arizona. The gross purchase price for this hotel, which contains a total of 125 guest rooms, was $18.4 million.

On August 1, 2008, the Company entered into a purchase contract for the potential acquisition of a Homewood Suites hotel in Charlotte, North Carolina. The gross purchase price for the 112 room hotel is $5.8 million, and a refundable deposit of $200,000 was paid by the Company in connection with the contract.

On August 1, 2008, the Company entered into five separate purchase contracts with a group of related sellers for the potential acquisition of five hotels. The purchase contracts are for a 142 room Hilton Garden Inn in Twinsburg, Ohio with a purchase price of $16.5 million, a 165 room Hilton Garden Inn in Lewisville, Texas with a purchase price of $28.0 million, a 142 room Hilton Garden Inn in Duncanville, Texas with a purchase price of $19.5 million, a 103 room Hampton Inn and Suites in Allen, Texas with a purchase price of $12.5 million and a 150 room Hilton Garden Inn in Allen, Texas with a purchase price of $18.5 million. The initial refundable deposit under each separate contract was $200,000.

 

F-12


REPORT OF INDEPENDENT AUDITORS

Board of Directors

Apple REIT Nine, Inc.

We have audited the accompanying balance sheet of the Tucson, AZ—Hilton Garden Inn Hotel (the “Hotel”) as of December 31, 2007, and the related statement of operations, cash flows, and owners’ equity for the year then ended. These financial statements are the responsibility of the Hotel’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Hotel’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Hotel’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Tucson, AZ—Hilton Garden Inn Hotel as of December 31, 2007 and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Richmond, Virginia

September 29, 2008

 

F-13


TUCSON, AZ—HILTON GARDEN INN HOTEL

BALANCE SHEET

 

     December 31
2007

ASSETS

  

Cash and cash equivalents

   $ 205,722

Prepaid expenses and other assets, net

     139,991

Investment in real estate

     13,097,129
      

Total assets

   $ 13,442,842
      

LIABILITIES AND OWNERS’ EQUITY

  

Accounts payable and other liabilities

   $ 2,196,567

Mortgage payable

     8,328,567
      

Total liabilities

     10,525,134

Owners’ equity

     2,917,708
      

Total liabilities and owners’ equity

   $ 13,442,842
      

 

 

See accompanying notes.

 

F-14


TUCSON, AZ—HILTON GARDEN INN HOTEL

STATEMENT OF OPERATIONS

 

     Year Ended
December 31
2007
 

REVENUES

  

Rooms

   $ —    

Other income

     —    
        

Total revenues

     —    
        

OPERATING EXPENSES

  

Real estate taxes, insurance and other

     807  

Administrative

     6,298  
        

Total operating expenses

     7,105  
        

OTHER INCOME

  

Interest income

     1,413  
        

Net loss

   $ (5,692 )
        

 

 

See accompanying notes.

 

F-15


TUCSON, AZ—HILTON GARDEN INN HOTEL

OWNERS’ EQUITY

 

     Year Ended
December 31
2007
 

Owners’ equity at beginning of period

   $ 2,728,244  

Contributions by owners

     195,156  

Net loss

     (5,692 )
        

Owners’ equity at end of period

   $ 2,917,708  
        

 

 

See accompanying notes.

 

F-16


TUCSON, AZ—HILTON GARDEN INN HOTEL

STATEMENT OF CASH FLOWS

 

     Year Ended
December 31
2007
 

CASH FLOWS FROM OPERATING ACTIVITIES

  

Net loss

   $ (5,692 )

Adjustments to reconcile net loss to net cash provided by operating activities:

  

Changes in operating assets and liabilities:

  

Prepaid expenses and other assets

     23,908  
        

Net cash provided by operating activities

     18,216  
        

CASH FLOWS FROM INVESTING ACTIVITIES

  

Purchase of property and equipment, including construction-in-progress

     (7,958,358 )
        

Net cash used in investing activities

     (7,958,358 )
        

CASH FLOWS FROM FINANCING ACTIVITIES

  

Proceeds from mortgage payable

     7,468,195  

Capital contributions

     195,156  
        

Net cash provided by financing activities

     7,663,351  
        

Net decrease in cash and cash equivalents

     (276,791 )

CASH AND CASH EQUIVALENTS

  

Beginning of year

     482,513  
        

End of year

   $ 205,722  
        

SUPPLEMENTAL INFORMATION:

  

Interest paid

   $ 181,428  
        

NON-CASH TRANSACTIONS:

  

Construction related payables

   $ 2,191,220  
        

 

See accompanying notes.

 

F-17


TUCSON, AZ—HILTON GARDEN INN HOTEL

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2007

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The accompanying financial statements present the financial information of the Tucson, AZ—Hilton Garden Inn Hotel property (the “Hotel”) as of December 31, 2007 and for the year then ended. The Hotel is owned by Valencia Tucson, LLC (the “Company”), a Kansas limited liability company that was formed for the purpose of acquiring, owning and operating hotels. As of December 31, 2007, the property was under construction. The Hotel had no operating income for the year ending December 31, 2007. The Hotel will have 130 rooms and will operate as a Hilton Garden Inn in Tucson, Arizona.

Basis of Accounting

The financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States.

Cash and Cash Equivalents

The Hotel considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of 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.

Investment in Real Estate

Depreciation will be calculated on a straight-line basis over the estimated useful lives of the assets. Management estimates the useful lives of assets to be 39 years for buildings and improvements, 15 years for land improvements, and 5 to 7 years for furniture, fixtures and equipment.

Construction in Progress

Construction in progress is stated at cost. Property taxes and interest expenses incurred during the construction of the facilities have been capitalized and will be depreciated over the life of the asset when placed in service. Total interest capitalized during 2007 was $383,023.

Impairment of Long-Lived Assets

The Hotel’s management reviews the carrying value of tangible and intangible assets whenever significant events or changes in circumstances occur that might impair the recovery of these costs. Recovery is evaluated by measuring the carrying value of the assets against the associated future estimated cash flows. Management’s estimates of fair values are based on the best information available and require the use of estimates, judgment and projections as considered necessary. As of December 31, 2007, no impairment losses were recognized.

 

F-18


Revenue Recognition

Revenue will be recognized as earned, which is generally defined as the date upon which a guest occupies a room or utilizes the hotel’s services.

Income Taxes

The Hotel is owned by a limited liability company. The members of the Company separately account for the Hotel’s items of income, deductions, losses, and credits for federal and state income tax reporting.

2. INVESTMENT IN REAL ESTATE

Investment in real estate at December 31, 2007 consisted of the following:

 

     2007

Land

   $ 1,246,655

Construction in progress

     11,850,474
      

Investment in real estate

   $ 13,097,129
      

3. FRANCHISE FEES

The Hotel has entered into a 20-year franchise agreement under which the Hotel agrees to use the Franchisor’s trademark, standard of service, and construction quality and design. This agreement required a one-time fee of $60,000, which will be amortized on a straight-line basis over the life of the agreement, beginning on the first day of operations. As the Hotel has not begun operations, no amortization was recorded in the current period.

The Hotel is required to pay the franchisor a flat fee monthly for dues, software support, etc., and is required to pay franchise, marketing, and reservation service fees which are based on a percentage of gross room revenues. As the Hotel has not begun operations as of December 31, 2007, no monthly fees have been incurred to date.

4. RELATED PARTIES

The Company’s ownership consists of seven members, Donald Culbertson at approximately 65% and six others with ownership between 4 and 10%. There were no outstanding loans from the Hotel to any of the members for the year ended December 31, 2007.

The company engaged Sunway Construction, a company 100% owned by Mr. Culbertson, to perform general contractor and oversight services during the construction of the Hotel. Approximately $1.5 million has been paid to Sunway Construction for the performance of these services.

5. MORTGAGE PAYABLE

Mortgage note payable at December 31, 2007 consisted of the following:

 

     2007

Marshall & Ilsley Bank note, collateralized by the Hotel, interest only due monthly at 7.45%, maturing December 2010

   $ 8,328,567

 

F-19


6. PENDING LEGAL PROCEEDINGS

The Hotel is involved in certain litigation arising in the ordinary course of our business. Although the ultimate outcome of these matters cannot be ascertained at this time and the results of legal proceedings cannot be predicted with certainty, the Hotel believes that based on current knowledge, that the resolution of these matters will not have a material adverse effect on our financial position or results of operations.

7. SUBSEQUENT EVENT

On July 31, 2008 the Company sold the Hotel to a subsidiary of Apple REIT Nine, Inc., a Virginia Corporation, for $18,375,000.

 

F-20


TUCSON, AZ—HILTON GARDEN INN HOTEL

BALANCE SHEETS

(UNAUDITED)

 

     June 30
2008
(Unaudited)
   December 31
2007

ASSETS

     

Investment in hotel, net

   $ 16,002,208    $ 13,097,129

Cash and cash equivalents

     471,907      205,772

Accounts receivable

     56,213      —  

Prepaids and other assets

     154,364      139,991

Deferred financing costs, net

     49,118      —  

Intangible assets, net

     58,980      —  
             

Total assets

   $ 16,792,790    $ 13,442,842
             

LIABILITIES AND OWNERS’ EQUITY

     

Accounts payable and other liabilities

   $ 643,419    $ 2,196,567

Mortgage payable

     13,476,000      8,328,567
             

Total liabilities

     14,119,419      10,525,134

Owners’ equity

     2,673,371      2,917,708
             

Total liabilities and owners’ equity

   $ 16,792,790    $ 13,442,842
             

 

F-21


TUCSON, AZ—HILTON GARDEN INN HOTEL

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

     Six Months
Ending
June 30

2008
    Six Months
Ending
June 30

2007
 

REVENUES

    

Rooms

   $ 943,472     $ —    

Other income

     158,105       —    
                

Total revenues

     1,101,577       —    

OPERATING EXPENSES

    

Rooms

     218,827       —    

Depreciation and amortization

     274,743       —    

Real estate taxes, insurance and other

     76,018       631  

Property operation, maintenance and energy costs

     137,484       —    

Management and franchise fees

     110,958       —    

Administrative and other

     363,542       1,175  
                

Total operating expenses

     1,181,572       1,806  
                

Operating loss

     (79,995 )     (1,806 )

OTHER INCOME (EXPENSE)

    

Interest expense

     (283,618 )     (9,626 )
                

Net loss

   $ (363,613 )   $ (11,432 )
                

 

F-22


TUCSON, AZ—HILTON GARDEN INN HOTEL

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

     Six Months
Ending
June 30

2008
    Six Months
Ending
June 30

2007
 

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net loss

   $ (363,613 )   $ (11,432 )

Adjustments to reconcile net income to net cash used in operating activities:

    

Depreciation and amortization

     263,563       —    

Changes in operating assets and liabilities:

    

Accounts receivable

     (56,213 )     —    

Prepaid expenses and other assets

     (135,189 )     (17,732 )

Accounts payable and accrued expenses

     510,068       —    
                

Net cash provided by (used in) operating activities

     218,616       (29,164 )
                

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchase of property and equipment, including construction-in-progress

     (5,219,139 )     (1,980,494 )
                

Net cash used in investing activities

     (5,219,139 )     (1,980,494 )
                

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from mortgage payable

     5,147,433       1,430,935  

Capital contributions

     119,275       107,879  
                

Net cash provided by financing activities

     5,266,708       1,538,814  
                

Net increase (decrease) in cash and cash equivalents

     266,185       (470,844 )
                

CASH AND CASH EQUIVALENTS

    

Beginning of period

     205,722       482,513  
                

End of period

   $ 471,907     $ 11,669  
                

SUPPLEMENTAL INFORMATION

    

Interest paid

   $ 402,341     $ 38,008  
                

NON-CASH TRANSACTIONS

    

Construction related payables

   $ (2,063,215 )   $ 709,573  
                

The unaudited interim financial statements have been prepared in accordance with Article 10 of Regulation S-X. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered for a fair presentation have been included. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2007 included herein. Operating results for the six month period ended June 30, 2008 are not necessarily indicative of the results that may be expected for the twelve month period ending December 31, 2008.

 

F-23


INDEPENDENT AUDITORS’ REPORT

To the Partners of

Charlotte Lakeside Hotel, L.P.:

We have audited the accompanying balance sheets of the Charlotte Lakeside Hotel, L.P., as of December 31, 2007 and 2006, and the related statements of operations and partners’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects the financial position of the Charlotte Lakeside Hotel, L.P. as of December 31, 2007 and 2006, and the results in its operations, changes in partners’ deficit, and cash flows for the years ended December 31, 2007 and 2006 in conformity with U.S. generally accepted accounting principles.

/s/ SCHNEIDER & COMPANY

Certified Public Accountants, PC

Parsippany, New Jersey

September 12, 2008

 

F-24


CHARLOTTE LAKESIDE HOTEL, L.P.

BALANCE SHEETS

AS OF DECEMBER 31, 2007 and 2006

 

     December 31,  
     2007     2006  
ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 49,569     $ 84,166  

Accounts receivable

     20,900       29,714  

Prepaid expenses and other current assets

     11,030       14,451  
                

Total current assets

     81,499       128,331  
                

PROPERTY AND EQUIPMENT:

    

Land

     1,163,961       1,163,961  

Buildings

     4,869,581       4,869,581  

Furniture, fixtures and equipment

     3,657,312       3,282,919  
                
     9,690,854       9,316,461  

Accumulated depreciation

     (5,512,244 )     (5,069,660 )
                

Total property and equipment

     4,178,610       4,246,801  

OTHER ASSETS, net

     36,262       42,118  
                

Total assets

   $ 4,296,371     $ 4,417,250  
                
LIABILITIES AND PARTNERS’ DEFICIT     

CURRENT LIABILITIES:

    

Current portion of long-term debt

   $ 532,034     $ 472,153  

Accounts payable

     284,749       235,262  

Accrued expenses

     46,027       113,620  

Accrued management fees—affiliates

     577,442       438,281  

Due to affiliates

     1,987,231       1,976,527  
                

Total current liabilities

     3,427,483       3,235,843  
                

LONG-TERM DEBT, net of current portion

     3,319,524       3,852,558  

COMMITMENTS AND CONTINGENCIES

    

PARTNERS’ DEFICIT

     (2,450,636 )     (2,671,151 )
                

Total liabilities and partners’ deficit

   $ 4,296,371     $ 4,417,250  
                

The accompany notes to these financial statements

are integral part of these financial statements.

 

F-25


CHARLOTTE LAKESIDE HOTEL, L.P.

STATEMENTS OF OPERATIONS AND PARTNERS’ DEFICIT

AS OF DECEMBER 31, 2007 and 2006

 

     Year ended December 31,  
     2007     2006  

REVENUES:

    

Rooms

   $ 2,734,801     $ 2,547,061  

Meeting room

     10,937       9,748  

Telephone

     6,087       6,267  

Other

     38,658       30,585  
                

Total revenues

     2,790,483       2,593,661  
                

DEPARTMENTAL EXPENSES

    

Rooms

     786,425       755,286  

Meeting room

     6,360       5,907  

Telephone

     17,801       16,652  

Other

     6,721       7,349  
                

Total departmental expenses

     817,307       785,194  
                

GROSS OPERATING INCOME

     1,973,176       1,808,467  
                

OTHER OPERATING EXPENSES

    

General and administrative

     407,540       357,360  

Advertising and business promotion

     285,830       281,410  

Energy

     156,880       153,778  

Property operations and maintenance

     241,190       241,422  

Rent, Property Taxes and Insurance

     114,856       161,777  

Administrative Services and Professional Fees

     162,203       152,610  

Management Fees—affiliates

     139,160       129,587  
                

Total operating expenses

     1,507,659       1,477,944  
                

INCOME FROM OPERATIONS

     465,517       330,523  

DEPRECIATION AND AMORTIZATION

     448,439       374,722  

INTEREST EXPENSE, net

     46,563       101,704  
                

NET LOSS

     (29,485 )     (145,903 )

PARTNERS’ DEFICIT, beginning of year

     (2,671,151 )     (2,625,248 )

CAPITAL CONTRIBUTIONS

     250,000       100,000  
                

PARTNERS’ DEFICIT, end of year

   $ (2,450,636 )   $ (2,671,151 )
                

The accompany notes to these financial statements

are integral part of these financial statements.

 

F-26


CHARLOTTE LAKESIDE HOTEL, L.P.

STATEMENTS OF CASH FLOWS

AS OF DECEMBER 31, 2007 and 2006

 

     Year ended December 31,  
     2007     2006  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net loss

   $ (29,485 )   $ (145,903 )

Adjustments to reconcile net loss to net cash flows provided by operating activities:

    

Accretion of forgiveness of indebtedness

     (217,852 )     (191,445 )

Depreciation and amortization

     448,440       374,712  

Changes in:

    

Accounts receivable

     8,814       66,621  

Prepaid expenses and other current assets

     3,421       (2,872 )

Accounts payable

     49,487       (10,414 )

Accrued management fees—affiliates

     139,161       129,587  

Accrued expenses

     (67,592 )     67,382  
                

Net cash flows provided by operating activities

     334,394       287,668  
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchases of property and equipment

     (374,393 )     (231,590 )
                

Net cash flows used in investing activities

     (374,393 )     (231,590 )
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Repayment of debt

     (255,301 )     (226,568 )

Capital contributions

     250,000       100,000  

Borrowings from affiliates

     10,703       145,576  
                

Net cash flows provided by financing activities

     5,402       19,008  
                

INCREASE IN CASH AND CASH EQUIVALENTS

     (34,597 )     75,086  

CASH AND CASH EQUIVALENTS, beginning of year

     84,166       9,080  
                

CASH AND CASH EQUIVALENTS, end of year

   $ 49,569     $ 84,166  
                

The accompany notes to these financial statements

are integral part of these financial statements.

 

F-27


CHARLOTTE LAKESIDE HOTEL, L.P.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2007 and 2006

1. ORGANIZATION

Charlotte Lakeside Hotel, L.P. is a limited partnership which owns a Homewood Suites hotel in Charlotte, North Carolina. The partnership is managed by common affiliates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Revenue Recognition

Revenues are derived primarily from the rental of hotel rooms. Revenues are recognized as earned.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.

Property and Equipment

Property and equipment are stated at cost. Improvements that extend the life of the asset are capitalized. Depreciation is provided using straight-line and declining balance methods. The Partnership utilizes the following useful lives:

 

Buildings

   15-40 years

Furniture, fixtures and equipment

   5-10 years

Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations or betterments, which extend the useful life of the assets, are capitalized.

Long-Lived Assets

The Partnership reviews its long-lived assets and certain related intangibles for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable, as measured by comparing their net book value to the estimated future cash flows generated by their use. The Partnership does not believe that any such changes have occurred.

Other Assets

Other assets consist of hotel licenses and loan acquisition costs. Hotel licenses are amortized on a straight-line basis over the life of the applicable license, usually 20 years. Loan acquisition costs are amortized over the life of the applicable loan. Amortization of these costs was $5,856 and $5,856 during the years ended December 31, 2007 and 2006, respectively.

 

F-28


Income Taxes

No provision is made in the accounts of the Partnership for federal and state income taxes as such taxes are liabilities of the individual partners. The Partnership’s income tax returns and the amount of allocable partnership income are subject to examination by federal and state taxing authorities. If an examination results in a change to the Partnerships’ reported income or loss, the taxable income or loss reported by the individual partners may also change.

Cash and Cash Equivalents—Concentration of Credit Risk

For purposes of the Statement of Cash Flows, the Partnership considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Interest paid was approximately $264,415 and $293,149 for the years ended December 31, 2007 and 2006, respectively.

Financial instruments that potentially subject the Partnership to concentrations of credit risk consist principally of cash and cash equivalents and escrow deposits in financial institutions. The Partnership places its cash and temporary cash investments with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit.

3. LONG-TERM DEBT

As of December 31 long-term debt consisted of the following:

 

     2007     2006  

Hotel building financing

   $ 3,851,558     $ 4,324,711  

Less: current portion

     (532,034 )     (472,153 )
                

Long-term portion

   $ 3,319,524     $ 3,852,558  
                

Hotel Building Financing

The Partnership’s mortgages were consolidated, amended and restated during 1993 along with a consolidated group of eight other hotel mortgages upon purchase of the mortgages from the lender by Nomura Asset Capital Corporation (“NACC”). The 1993 consolidated group note with NACC of $72,204,000 bears interest at 12% per annum and principal and interest are paid monthly with a level monthly debt service payment calculated on $51,500,000 of principal through July 1, 2013. The remaining portion of consolidated group principal at inception of $20,704,000 is being amortized and forgiven by NACC on a pari passu basis as the monthly debt service payments are made.

Approximately $217,852 and $191,445 of the Partnership’s principal was amortized and forgiven during the years ended December 31, 2007 and 2006, respectively and was recorded as a reduction of interest expense. NACC had a first mortgage lien until May 22, 2008 on each of the group properties which all contain cross-collateralization and cross-default provisions. This collateral included all property and interests in property owned or acquired by the Partnership. See Note 8.

4. RELATED PARTY TRANSACTIONS

Management Fees

Under management agreements with affiliates, the Partnership incurs a basic fee of 4% of adjusted gross revenue, as defined, and an incentive fee of 10% of gross operating profit, as defined. Management fees were $139,160 and $129,587 for the years ended December 31, 2007 and 2006, respectively. Accrued management fees were $577,442 and $438,281 at December 31, 2007 and 2006, respectively.

 

F-29


Administrative Services

In addition, the Partnership utilizes the services of various affiliates for management, accounting and computer services. Amounts paid to affiliates for such services were $114,055 and $118,144 for the years ended December 31, 2007 and 2006, respectively.

Capital Contributions

During the years ended December 31, 2007 and 2006, partners made capital contributions of $250,000 and $100,000, respectively to the Partnership and will continue to make additional advances and/or capital contributions during 2008, if necessary.

5. LEASES

The Partnership leases hotel equipment under operating leases. Rent expense for these leases, excluding the related party lease discussed above, was $17,254 and $17,025 for the years ended December 31, 2007 and 2006, respectively.

Future minimum lease payments, excluding the related party lease discussed above, under the non-cancellable operating leases as of December 31, 2007 are as follows:

 

Year Ending
December 31

   Amount

2008

   $ 16,920

2009

     7,050
      
   $ 23,970
      

6. SAVINGS AND RETIREMENT PLAN

Under the provisions of the Partnership’s 401(k) Savings and Retirement Plan, an employee may contribute a percentage of each year’s pay subject to legal maximums. The Partnership has the option to provide an employer matching contribution each year. The Partnership’s contribution was $5,326 and $3,594 for the years ended December 31, 2007 and 2006, respectively, which was equal to 50% of the first 4% of each participating employee’s contributions. Vesting of Partnership contributions starts in the second year of an employee’s service and increases by 20% each year, until fully vested in year six.

7. COMMITMENTS AND CONTINGENCIES

In conjunction with the Partnership’s agreement with a national hotel chain, the Partnership is obligated to perform certain additional renovations and improvements to its hotel which management estimates will aggregate approximately $1,700,000 as of December 31, 2007.

 

F-30


8. SUBSEQUENT EVENT

On May 22, 2008, the Partnership re-mortgaged its property along with six other co-borrowers with Wachovia Bank, NA. The consolidated loan agreement aggregated $60 million giving Wachovia a first mortgage lien on each of seven properties which all contain cross collateralization and cross default provisions. The collateral for this agreement includes all property and interests in property owned or acquired by the Partnership. In addition, the loan agreement required a $15 million guarantee by certain other affiliates of the consolidated borrowing group. The loan requires monthly payments of interest only at a rate of LIBOR plus 2.5% and requires an interest rate swap agreement which currently brings the effective rate of interest to approximately 6% at June 30, 2008. The $60 million mortgage matures on May 31, 2011 and is subject to two one-year extensions provided certain conditions are met.

As of September 12, 2008, the Partnership has not borrowed its $3.7 million allocation from the group’s $60 million agreement. The Partnership’s institutional borrowings have been replaced since May 22, 2008 by non-interest bearing advances from an affiliate.

(Remainder of Page Is Intentionally Blank)

 

F-31


CHARLOTTE LAKESIDE HOTEL, L.P.

BALANCE SHEETS

AS OF JUNE 30, 2008 and 2007

(Unaudited)

 

     June 30,  
     2008     2007  
ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 49,051     $ 95,046  

Accounts receivable

     40,202       60,086  

Prepaid expenses and other current assets

     —         9,572  
                

Total current assets

     89,253       164,704  
                

PROPERTY AND EQUIPMENT:

    

Land

     1,163,961       1,163,961  

Buildings

     4,869,581       4,869,581  

Furniture, fixtures and equipment

     4,214,824       3,352,030  
                
     10,248,366       9,385,572  

Accumulated depreciation

     (5,727,872 )     (5,253,513 )
                

Total property and equipment

     4,520,494       4,132,059  

OTHER ASSETS, net

     113,224       39,190  
                

Total assets

   $ 4,722,971     $ 4,335,953  
                
LIABILITIES AND PARTNERS’ DEFICIT     

CURRENT LIABILITIES:

    

Current portion of long-term debt

   $ —       $ 501,201  

Accounts payable

     177,082       141,728  

Accrued expenses

     114,037       84,951  

Accrued management fees—affiliates

     629,678       509,411  

Due to affiliates

     4,863,989       1,998,258  
                

Total current liabilities

     5,784,786       3,235,549  
                

LONG-TERM DEBT, net of current portion

     —         3,593,479  

COMMITMENTS AND CONTINGENCIES

    

PARTNERS’ DEFICIT

     (1,061,815 )     (2,493,075 )
                

Total liabilities and partners’ deficit

   $ 4,722,971     $ 4,335,953  
                

 

F-32


CHARLOTTE LAKESIDE HOTEL, L.P.

STATEMENTS OF INCOME AND PARTNERS’ DEFICIT

AS OF JUNE 30, 2008 and 2007

(Unaudited)

 

     Six months ended June 30,  
     2008     2007  

REVENUES:

    

Rooms

   $ 1,025,867     $ 1,398,742  

Meeting room

     3,828       6,156  

Telephone

     1,748       3,074  

Other

     13,825       20,879  
                

Total revenues

     1,045,268       1,428,851  
                

DEPARTMENTAL EXPENSES

    

Rooms

     337,806       392,071  

Meeting room

     3,031       3,149  

Telephone

     8,143       8,539  

Other

     1,794       4,372  
                

Total departmental expenses

     350,774       408,131  
                

GROSS OPERATING INCOME

     694,494       1,020,720  
                

OTHER OPERATING EXPENSES

    

General and administrative

     172,870       190,403  

Advertising and business promotion

     132,956       139,827  

Energy

     63,530       73,086  

Property operations and maintenance

     98,925       121,513  

Rent, Property Taxes and Insurance

     59,538       54,360  

Administrative Services and Professional Fees

     75,583       75,717  

Management Fees—affiliates

     52,236       71,130  
                

Total operating expenses

     655,638       726,036  
                

INCOME FROM OPERATIONS

     38,856       294,684  

DEPRECIATION AND AMORTIZATION

     237,855       186,780  

INTEREST EXPENSE, net

     622,820       29,826  

GAIN ON DEBT CANCELLATION

     (1,710,641 )     —    
                

NET INCOME

     888,822       78,078  

PARTNERS’ DEFICIT, beginning of period

     (2,450,637 )     (2,671,153 )

CAPITAL CONTRIBUTIONS

     500,000       100,000  
                

PARTNERS’ DEFICIT, end of period

   $ (1,061,815 )   $ (2,493,075 )
                

 

F-33


CHARLOTTE LAKESIDE HOTEL, L.P.

STATEMENTS OF CASH FLOWS

AS OF JUNE 30, 2008 and 2007

(Unaudited)

 

     Six months ended June 30,  
     2008     2007  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 888,822     $ 78,078  

Adjustments to reconcile net loss to net cash flows provided by operating activities:

    

Accretion of forgiveness of indebtedness

     (78,232 )     (106,191 )

Depreciation and amortization

     237,855       186,781  

Gain on debt cancellation

     (1,710,641 )     —    

Changes in:

    

Accounts receivable

     (19,302 )     (30,372 )

Prepaid expenses and other current assets

     11,030       4,879  

Accounts payable

     (107,667 )     (93,534 )

Accrued management fees—affiliates

     52,236       71,130  

Accrued expenses

     68,010       (28,669 )
                

Net cash flows (used in) provided by operating activities

     (657,889 )     82,102  
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchases of property and equipment

     (557,512 )     (69,111 )

Increase in other long term assets

     (99,189 )     —    
                

Net cash flows used in investing activities

     (656,701 )     (69,111 )
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Repayment of debt

     (2,062,685 )     (123,840 )

Borrowings from affiliates

     2,876,757       21,730  

Capital contributions

     500,000       100,000  
                

Net cash flows provided by (used in) financing activities

     1,314,072       (2,110 )
                

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (518 )     10,881  

CASH AND CASH EQUIVALENTS, beginning of period

     49,569       84,165  
                

CASH AND CASH EQUIVALENTS, end of period

   $ 49,051     $ 95,046  
                

 

F-34


INDEPENDENT AUDITORS’ REPORT

To the Board of Directors

Apple Nine Hospitality, Inc.

Richmond, Virginia

We have audited the accompanying balance sheets of the Santa Clarita—Courtyard by Marriott Hotel (the Hotel), as of December 31, 2007 and 2006, and the related statements of operations, members’ equity and cash flows for the years then ended. These financial statements are the responsibility of the management of the Hotel. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Hotel as of December 31, 2007 and 2006, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

/s/ L.P. Martin & Company, P.C.

September 26, 2008

 

F-35


SANTA CLARITA—COURTYARD BY MARRIOTT HOTEL

BALANCE SHEETS

DECEMBER 31, 2007 AND 2006

 

     2007     2006
ASSETS     

INVESTMENT IN HOTEL PROPERTY:

    

Land

   $ 3,162,456     $ 3,162,456

Construction in Progress

     —         10,632,981

Building and Improvements

     13,334,334       —  

Furnishings and Equipment

     3,544,985       910,493
              

TOTAL

     20,041,775       14,705,930

Less: Accumulated Depreciation

     (680,669 )     —  
              

NET INVESTMENT IN HOTEL PROPERTY

     19,361,106       14,705,930
              

Cash and Cash Equivalents

     10,910       565,329

Accounts Receivable—Trade

     73,844       —  

Affiliate Advances

     325,993       622,552

Prepaids and Other

     126,168       23,698

Franchise Fees, Net

     55,025       56,800
              
     591,940       1,268,379
              

TOTAL ASSETS

   $ 19,953,046     $ 15,974,309
              
LIABILITIES AND MEMBERS’ EQUITY     

LIABILITIES:

    

Mortgages Payable

   $ 15,720,040     $ 9,395,420

Affiliate Advances

     121,303       —  

Accounts Payable

     476,966       7,297

Accrued Expenses

     121,564       2,856,507

Cash Deficit

     314,529       29,529
              

TOTAL LIABILITIES

     16,754,402       12,288,753

MEMBERS’ EQUITY

     3,198,644       3,685,556
              

TOTAL LIABILITIES AND MEMBERS’ EQUITY

   $ 19,953,046     $ 15,974,309
              

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

 

F-36


SANTA CLARITA—COURTYARD BY MARRIOTT HOTEL

STATEMENTS OF MEMBERS’ EQUITY

YEARS ENDED DECEMBER 31, 2007 AND 2006

 

     2007     2006  

Balance, Beginning of Year

   $ 3,685,556     $ 3,654,017  

Net Loss

     (1,078,500 )     (46,716 )

Member Contributions, net

     591,588       78,255  
                

Balance, End of Year

   $ 3,198,644     $ 3,685,556  
                

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

 

F-37


SANTA CLARITA—COURTYARD BY MARRIOTT HOTEL

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2007 AND 2006

 

     2007     2006  

REVENUES:

    

Rooms

   $ 2,018,947     $ —    

Other Operating Departments

     310,415       —    
                

TOTAL REVENUES

     2,329,362       —    
                

EXPENSES:

    

Rooms

     317,421       —    

Other Operating Departments

     323,216       —    

General and Administrative

     464,121       —    

Sales and Marketing

     192,781       —    

Property Operations and Energy

     257,058       —    

Property Taxes and Insurance

     169,286       —    

Interest Expense

     612,321       —    

Depreciation and Amortization

     682,444       —    

Management and Royalty Fees

     204,617       —    

Pre-Opening Costs

     184,597       46,716  
                

TOTAL EXPENSES

     3,407,862       46,716  
                

NET LOSS

   $ (1,078,500 )   $ (46,716 )
                

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

 

F-38


SANTA CLARITA—COURTYARD BY MARRIOTT HOTEL

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2007 AND 2006

 

     2007     2006  

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

    

Net Loss

   $ (1,078,500 )   $ (46,716 )

Adjustments to Reconcile Net Loss to Net Cash Provided (Used) by Operating Activities:

    

Depreciation

     680,669       —    

Amortization

     1,775       —    

Change in:

    

Accounts Receivable—Trade

     (73,844 )     —    

Prepaids and Other

     (102,470 )     (1,149 )

Accounts Payable

     227,981       —    

Accrued Expenses

     66,364       —    

Cash Deficit

     314,529       —    
                

NET CASH FLOWS FROM (TO) OPERATING ACTIVITIES

     36,504       (47,865 )
                

CASH FLOWS TO INVESTING ACTIVITIES:

    

Purchase of Hotel Property

     (7,507,131 )     (8,860,481 )
                

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

    

Mortgage Loan Proceeds

     6,354,580       9,395,420  

Mortgage Loan Curtailments

     (29,960 )     —    

Member Contributions (Distributions), net

     591,588       78,255  
                

NET CASH FLOWS FROM FINANCING ACTIVITIES

     6,916,208       9,473,675  
                

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (554,419 )     565,329  

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

     565,329       —    
                

CASH AND CASH EQUIVALENTS, END OF YEAR

   $ 10,910     $ 565,329  
                

SUPPLEMENTAL DISCLOSURES:

    

Interest Paid

   $ 984,110     $ 201,477  

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

 

F-39


SANTA CLARITA—COURTYARD BY MARRIOTT HOTEL

NOTES TO THE FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

The accompanying financial statements present the financial information of the 140 room Courtyard by Marriott Hotel located at 28523 Westinghouse Place in Santa Clarita, California (the Hotel) as of December 31, 2007 and 2006 and for the years then ended. The Hotel is owned by Ocean Park Hotels—MMM, LLC, a California limited liability company.

The Hotel land was acquired in 2004. Construction of the Hotel was completed and the Hotel opened for business on May 17, 2007.

Courtyard by Marriott Hotels specialize in providing full service lodging for business or leisure travelers. Economic conditions in the Hotel locality will impact the Hotel’s future revenues and the ability to collect accounts receivable.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates—The preparation of 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. Actual results could differ from those estimates.

Cash and Cash Equivalents—Cash and cash equivalents includes cash on hand and demand deposits in banks.

Concentrations—Cash maintained at major financial institutions may at times during the year be in excess of the FDIC-insured limit. However, these deposits may be redeemed upon demand, and therefore, bear minimal risk. At December 31, 2007, cash deposits were within FDIC insurance limits.

Accounts Receivable—Accounts receivable is comprised primarily of trade and credit card receivables due from Hotel guests. Accounts receivable are written off when collection is deemed doubtful. At December 31, 2007, all accounts receivable balances are considered to be fully collectible, and accordingly, an allowance for doubtful accounts has not been recorded. It is possible that certain balances will become uncollectible.

Amortization—Amortization of franchise fees is recorded on a straight-line basis. Amortization expense is anticipated to be $2,840 in each of the five succeeding years.

Pre-Opening Costs—Pre-Opening Costs represent expenditures incurred prior to the opening of the Hotel that would normally be expensed as a cost of operations if those costs were incurred after operations had begun.

Investment in Hotel Property—Land, building and improvements, furnishings and equipment and construction in progress are stated at the Owner’s cost. Mortgage interest of $388,110 in 2007 and $231,006 in 2006 is included as a cost of Hotel property. Costs of normal repairs and maintenance are charged to expense as incurred. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation are removed from the respective accounts, and the resulting gain or loss, if any, is included in income.

Construction in progress consists of costs incurred to develop the site and construct the Hotel to the time the Hotel is placed in operation.

 

F-40


The respective classes of Hotel property are depreciated using straight-line methods over the following lives:

 

Building and Improvements

   15 to 40 Years

Furnishings and Equipment

   5 Years

Asset Impairment—Long-lived assets are evaluated for impairment based on undiscounted future cash flows, and, if impaired, are carried at fair value. Assets to be disposed of are reported at the lower of carrying value or fair value less cost to sell. No impairment losses have been recorded to date.

Revenue Recognition—Room and other operating revenues represent revenue derived from rental of rooms and other associated customer fees. Revenue is recognized as room stays occur and other services are provided.

Advertising—Advertising costs are expensed in the period incurred.

Income Taxes—The Hotel property was owned by a limited liability company throughout the financial statement periods. Income and losses of a limited liability company are passed through to the members and taxed on their individual income tax returns. Accordingly, these financial statements do not reflect an income tax provision.

NOTE 3—RELATED PARTY TRANSACTIONS

A franchise agreement has been entered into with Marriott International, Inc., which entitles the Owner to operate as a Courtyard by Marriott Hotel for a twenty year term beginning on the opening date of the Hotel. The agreement required an initial franchise fee of $56,800. The fee is being amortized straight-line over the term of the agreement.

The agreement requires the payment of continuing royalty and marketing fees at the rates of 5.5% and 2.0% of gross room revenue, respectively. During 2007, royalty and marketing fees totaled $111,443 and $42,072, respectively.

Affiliate advances represent non-interest bearing loans to and from various affiliates to fund construction costs and various operating activities.

The Hotel is managed by Ocean Park Hotels, Inc., an affiliated entity. The management contract, which is for a ten year term beginning on the opening date of the Hotel, requires the Hotel owner to pay monthly management fees at 4.0% of “adjusted gross revenues.” In 2007, management fee expense totaled $93,174.

NOTE 4—MORTGAGES AND NOTE PAYABLE

The Hotel property is encumbered by a first deed of trust payable to Rabobank, NA, formerly Mid-State Bank and Trust. The loan, in the original amount of $15,750,000, is for a ten year term maturing on March 14, 2016.

For the initial 18 months, the note required interest only payments at a rate of 7.0%. For the period October 14, 2007 through March 14, 2011, the note continues to bear interest at a rate of 7.0% but requires monthly principal and interest payments of $105,866. For the final fifty-nine months, the interest rate changes to a variable rate equal to 2.5% above the rate for 5 year U. S. Government Treasuries with required monthly payments in an amount to fully amortize the loan in 318 months. The unpaid principal balance is payable in full on March 14, 2016.

The note is secured by the Hotel real estate, by an assignment of rents, by a security interest in the rents and personal property, and by the personal guarantee of the managing member of the Owner.

 

F-41


Below is a schedule of required future principal curtailments as of December 31, 2007:

 

2008

   $ 175,549

2009

     188,239

2010

     201,847

2011

     204,193

2012

     214,728

Thereafter

     14,735,484
      

TOTAL

   $ 15,720,040
      

NOTE 5—SUBSEQUENT EVENT

On July 24, 2008, the Owner of the Hotel property entered into a contract to sell the Hotel property to an affiliate of Apple Nine Hospitality, Inc for $22,700,000. The sale closed September 24, 2008.

 

F-42


SANTA CLARITA—COURTYARD BY MARRIOTT HOTEL

BALANCE SHEETS

JUNE 30, 2008 AND 2007

(UNAUDITED)

 

     2008     2007  
ASSETS     

INVESTMENT IN HOTEL PROPERTY:

    

Land

   $ 3,162,456     $ 3,162,456  

Building and Improvements

     13,334,334       13,334,334  

Furnishings and Equipment

     3,547,362       2,888,209  
                

TOTAL

     20,044,152       19,384,999  

Less: Accumulated Depreciation

     (1,225,442 )     (119,714 )
                

NET INVESTMENT IN HOTEL PROPERTY

     18,818,710       19,265,285  
                

Cash and Cash Equivalents

     22,983       26,066  

Accounts Receivable—Trade

     75,144       27,830  

Affiliate Advances

     438,792       537,487  

Prepaids and Other

     144,159       41,804  

Franchise Fees, Net

     53,605       56,445  
                
     734,683       689,632  
                

TOTAL ASSETS

   $ 19,553,393     $ 19,954,917  
                
LIABILITIES AND MEMBERS’ EQUITY     

LIABILITIES:

    

Mortgage Payable

   $ 15,680,600     $ 15,544,215  

Accounts Payable

     431,645       20,736  

Affiliate Advances

     199,210       24,251  

Accrued Expenses

     639,494       65,803  

Cash Deficit

     11,743       891,564  
                

TOTAL LIABILITIES

     16,962,692       16,546,569  

MEMBERS’ EQUITY

     2,590,701       3,408,348  
                

TOTAL LIABILITIES AND MEMBERS’ EQUITY

   $ 19,553,393     $ 19,954,917  
                

 

F-43


SANTA CLARITA—COURTYARD BY MARRIOTT HOTEL

STATEMENTS OF MEMBERS’ EQUITY

SIX MONTH PERIODS ENDED JUNE 30, 2008 AND 2007

(UNAUDITED)

 

     2008     2007  

Balance, January 1

   $ 3,198,644     $ 3,685,556  

Net Loss

     (645,007 )     (422,279 )

Member Contributions, net

     37,064       145,071  
                

Balance, June 30

   $ 2,590,701     $ 3,408,348  
                

 

F-44


SANTA CLARITA—COURTYARD BY MARRIOTT HOTEL

STATEMENTS OF OPERATIONS

SIX MONTH PERIODS ENDED JUNE 30, 2008 AND 2007

(UNAUDITED)

 

     2008     2007  

REVENUES:

    

Rooms

   $ 1,758,877     $ 274,561  

Other Operating Departments

     214,437       50,174  

Other Income

     2,953       —    
                

TOTAL REVENUES

     1,976,267       324,735  
                

EXPENSES:

    

Rooms

     218,892       75,007  

Other Operating Departments

     249,562       19,557  

General and Administrative

     373,084       131,176  

Sales and Marketing

     151,394       41,558  

Property Operations and Energy

     191,384       54,181  

Property Taxes and Insurance

     159,016       8,179  

Interest Expense

     555,617       89,823  

Depreciation and Amortization

     546,193       120,069  

Management and Royalty Fees

     176,132       26,717  

Pre-Operating Costs

     —         180,747  
                

TOTAL EXPENSES

     2,621,274       747,014  
                

NET LOSS

   $ (645,007 )   $ (422,279 )
                

 

F-45


SANTA CLARITA—COURTYARD BY MARRIOTT HOTEL

STATEMENTS OF CASH FLOWS

SIX MONTH PERIODS ENDED JUNE 30, 2008 AND 2007

(UNAUDITED)

 

     2008     2007  

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

    

Net Loss

   $ (645,007 )   $ (422,279 )

Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:

    

Depreciation

     544,773       119,714  

Amortization

     1,420       355  

Change in:

    

Accounts Receivable—Trade

     (1,300 )     (27,830 )

Prepaids and Other

     (17,991 )     (18,106 )

Accounts Payable

     (45,321 )     20,736  

Accrued Expenses

     517,930       28,225  

Affiliate Advances

     (34,892 )     —    

Cash Deficit

     (302,786 )     891,564  
                

NET CASH FLOWS FROM OPERATING ACTIVITIES

     16,826       592,379  
                

CASH FLOWS TO INVESTING ACTIVITIES:

    

Purchase of Hotel Property

     (2,377 )     (7,425,508 )
                

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

    

Mortgage Loan Proceeds

     —         6,148,795  

Mortgage Payable Curtailments

     (39,440 )     —    

Member Contributions, net

     37,064       145,071  
                

NET CASH FLOWS FROM (TO) FINANCING ACTIVITIES

     (2,376 )     6,293,866  
                

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     12,073       (539,263 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

     10,910       565,329  
                

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 22,983     $ 26,066  
                

 

F-46


INDEPENDENT AUDITORS’ REPORT

To the Partners of

Allen Stacy Hotel, Ltd.

Allen, Texas

We have audited the accompanying balance sheets of Allen Stacy Hotel, Ltd. as of December 31, 2007 and 2006, and the related statements of operations, changes in partners’ capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Allen Stacy Hotel, Ltd. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Novogradac & Company LLP

Cleveland, Ohio

September 23, 2008

 

F-47


ALLEN STACY HOTEL, LTD.

BALANCE SHEETS

December 31, 2007 and 2006

 

     2007     2006  
ASSETS     

PROPERTY AND EQUIPMENT

    

Land and improvements

   $ 914,358     $ 914,358  

Building and improvements

     6,511,178       6,500,847  

Furniture, fixtures and equipment

     1,317,166       1,309,627  
                
     8,742,702       8,724,832  

Less accumulated depreciation

     (754,787 )     (256,148 )
                
     7,987,915       8,468,684  

OTHER ASSETS

    

Cash and cash equivalents:

    

Operations

     483,637       200,268  

Reserve for furniture, fixtures and equipment

     53,276       —    

Accounts receivable, net

     35,296       22,581  

Prepaid expenses

     16,207       26,849  

Deferred charges, net

     163,483       216,215  
                

Total other assets

     751,899       465,913  
                

TOTAL ASSETS

   $ 8,739,814     $ 8,934,597  
                
LIABILITIES AND PARTNERS’ CAPITAL     

LIABILITIES

    

Accounts payable:

    

Trade

   $ 18,795     $ 58,019  

Construction

     —         247,590  

Accrued expenses:

    

Interest

     —         42,764  

Operating expenses

     84,105       50,255  

Real estate and other taxes

     192,281       98,447  

Management fees

     7,454       5,350  

Sales and occupancy taxes

     31,472       22,338  

Advances payable—partner

     —         23,892  

Advance deposits

     7,224       —    

Lease payable

     213,355       263,835  

Note payable

     510,990       300,000  

Mortgage note payable

     6,707,221       6,863,913  
                

Total liabilities

     7,772,897       7,976,403  

PARTNERS’ CAPITAL

     966,917       958,194  
                

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 8,739,814     $ 8,934,597  
                

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

 

F-48


ALLEN STACY HOTEL, LTD.

STATEMENTS OF OPERATIONS

For the years ended December 31, 2007 and 2006

 

     2007     2006  

REVENUES

    

Rooms

   $ 2,873,469     $ 781,238  

Telephone

     5,520       954  

Ancillary income

     100,489       30,626  
                
     2,979,478       812,818  

DEPARTMENTAL EXPENSES

    

Rooms

     669,868       225,683  

Telephone

     21,575       14,477  

Ancillary services

     39,859       12,480  
                
     731,302       252,640  
                

DEPARTMENTAL INCOME

     2,248,176       560,178  

UNDISTRIBUTED OPERATING EXPENSES

    

Marketing and advertising

     186,827       55,737  

General and administrative

     219,950       80,328  

Energy costs

     130,791       44,050  

Repairs and maintenance

     163,222       62,461  

Franchise fees

     115,156       31,302  

Management fees

     89,289       24,368  
                
     905,235       298,246  
                

OPERATING INCOME

     1,342,941       261,932  

FIXED EXPENSES

    

Insurance

     9,360       4,527  

Property and other taxes

     186,032       44,665  

Interest

     587,163       212,931  

Depreciation and amortization

     551,371       278,120  
                
     1,333,926       540,243  
                

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)

     9,015       (278,311 )

OTHER INCOME (EXPENSE)

    

Interest

     1,860       312  

Miscellaneous

     (2,152 )     (375 )

Organizational and start-up costs

     —         (98,426 )
                
     (292 )     (98,489 )
                

NET INCOME (LOSS)

   $ 8,723     $ (376,800 )
                

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

 

F-49


ALLEN STACY HOTEL, LTD.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the years ended December 31, 2007 and 2006

 

BALANCE—JANUARY 1, 2006

   $ 1,271,563  

Contributions

     63,431  

Net loss

     (376,800 )
        

BALANCE—DECEMBER 31, 2006

     958,194  

Net income

     8,723  
        

BALANCE—DECEMBER 31, 2007

   $ 966,917  
        

 

 

 

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

 

F-50


ALLEN STACY HOTEL, LTD.

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2007 and 2006

 

     2007     2006  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income (loss)

   $ 8,723     $ (376,800 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation and amortization

     551,371       278,120  

Changes in operating assets and liabilities:

    

Increase in accounts receivable, net

     (12,715 )     (22,581 )

Decrease (increase) in prepaid expenses

     10,642       (26,849 )

Decrease in accounts payable—trade

     (39,224 )     (24,911 )

Increase in accrued expenses

     96,158       219,154  

Increase in advance deposits

     7,224       —    
                

Total adjustments

     613,456       422,933  
                

Net cash provided by operating activities

     622,179       46,133  

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchases of property and equipment

     (265,460 )     (6,053,564 )

CASH FLOWS FROM FINANCING ACTIVITIES

    

Payments on deferred charges

     —         (111,198 )

Payments on advances payable—partners

     (23,892 )     (63,431 )

Principal payments on lease payable

     (50,480 )     (36,552 )

Proceeds from note payable

     250,000       300,000  

Payments on note payable

     (39,010 )     —    

Proceeds from mortgage note payable

     —         6,066,680  

Payments on mortgage note payable

     (156,692 )     (15,237 )

Contributions from partners

     —         63,431  
                

Net cash (used in) provided by financing activities

     (20,074 )     6,203,693  
                

NET INCREASE IN CASH AND CASH EQUIVALENTS

     336,645       196,262  

CASH AND CASH EQUIVALENTS—BEGINNING OF YEAR

     200,268       4,006  
                

CASH AND CASH EQUIVALENTS—END OF YEAR

     536,913       200,268  

LESS RESTRICTED CASH AND CASH EQUIVALENTS

    

Reserve for furniture, fixtures and equipment

     (53,276 )     —    
                

UNRESTRICTED CASH AND CASH EQUIVALENTS—END OF YEAR

   $ 483,637     $ 200,268  
                

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

 

F-51


ALLEN STACY HOTEL, LTD.

STATEMENTS OF CASH FLOWS (CONTINUED)

For the years ended December 31, 2007 and 2006

 

     2007    2006

Supplemental disclosure of cash flow information:

     

Cash paid for interest during the year for:

     

Interest—expensed

   $ 629,927    $ 170,167

Interest—capitalized

     —        152,739
             

Total

   $ 629,927    $ 322,906
             

Supplemental disclosure of non-cash investing activities:

     

Purchase of property and equipment is shown net of accounts payable—construction

   $ —      $ 247,590
             

Acquisition of equipment through capital lease

   $ —      $ 300,387
             

 

 

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

 

F-52


ALLEN STACY HOTEL, LTD.

NOTES TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

1. General

Allen Stacy Hotel, Ltd. (the “Partnership”), a Texas limited partnership, was formed in April 2003 to own and operate a hotel under the franchise of Hilton Hotel. The 103-room Hampton Inn and Suites, (the “Hotel”) located in Allen, Texas, began operations in August 2006.

On August 1, 2008, Apple Nine Hospitality Ownership, Inc., a Virginia corporation, entered into a contract with Allen Stacy Hotel, Ltd. to acquire the Hotel.

The accompanying financial statements have been prepared for the purpose of enabling Apple Nine Hospitality Ownership, Inc. to comply with certain requirements of the Securities and Exchange Commission.

2. Summary of significant accounting policies and nature of operations

Accounting method

The Partnership prepares its financial statements on the accrual basis of accounting consistent with accounting principles generally accepted in the United States of America.

Accounts receivable

Accounts receivable represents unbilled hotel guest charges for guests staying at the hotel as of the end of the year and corporate account customer charges from various times throughout the year. The Company estimates an allowance for doubtful accounts based on historical activity. As of December 31, 2007 and 2006, the allowance for doubtful accounts was $435 and $406, respectively.

Advertising costs

Advertising costs are expensed when incurred. Advertising expense for the years ended December 31, 2007 and 2006, was $69,902 and $23,450, respectively, which is included in marketing and advertising expense in the accompanying statements of operations.

Allocation

Income, loss and cash flows are allocated in accordance with the terms of the Partnership Agreement.

Cash and cash equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with maturities of three months or less at the date of acquisition.

Concentration of credit risk

The Partnership deposits its cash in financial institutions. At times, the account balances may exceed the institution’s federally insured limits. The Partnership has not experienced any losses in such accounts.

 

F-53


Deferred charges

Capitalized loan costs are amortized on the straight-line method over the life of the mortgage. The license fee is amortized over the life of the agreement. Amortization expense for the years ended December 31, 2007 and 2006, was $52,732 and $21,972, respectively.

 

     2007     2006  

Capitalized loan costs

   $ 181,187     $ 181,187  

License fee

     65,000       65,000  
                
     246,187       246,187  

Less: accumulated amortization

     (82,704 )     (29,972 )
                

Deferred charges, net

   $ 163,483     $ 216,215  
                

Economic concentrations

The Partnership operates one hotel in Allen, Texas. Future operations could be affected by changes in economic or other conditions in that geographical area or by changes in the travel and tourism industry.

Impairment of long-lived assets

The Partnership reviews its long-lived assets for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived assets are considered to be impaired, the impairment to be recognized is measured at the amount the asset exceeds the fair value as determined from an appraisal, discounted cash flows analysis, or other valuation technique. There were no impairment losses recognized during 2007 and 2006.

Income taxes

The Partnership is not taxed directly on its income, rather the respective items of income or expense are reported by the partners on their individual returns; therefore, no provision for income taxes is provided for in these financial statements.

Organizational and start-up costs

Organizational and start-up costs are expensed in the year incurred.

Property and equipment

Property and equipment are recorded at cost. Depreciation is computed on the straight-line basis and other accelerated methods over the estimated useful lives as follows:

 

Building and improvements

   15 to 39 years

Furniture, fixtures and equipment

   5 to 7 years

Furniture, fixtures and equipment consist primarily of room furniture, fixtures, kitchen equipment, computer equipment, and operating equipment. Operating equipment consists of primarily of china, glassware, silverware, pots and pans, and linen.

Depreciation expense for the years ended December 31, 2007 and 2006, was $498,639 and $256,148, respectively.

 

F-54


Maintenance and repairs are charged against income as incurred and major improvements that significantly extend the useful life of property and equipment are capitalized.

Costs directly associated with the acquisition, development, and construction of the Partnership are capitalized. Such costs include interest, property taxes, insurance, pre-acquisition expenditures, and other direct costs incurred during the construction period.

Restricted cash

Management maintains cash reserves for the replacement of and additions to furniture, fixtures, and equipment. The unexpended reserve, classified as reserve for furniture, fixtures and equipment on the accompanying balance sheets, totaled $53,276 and $-0-, respectively, as of December 31, 2007 and 2006.

Revenue recognition

For financial reporting, the Partnership recognizes income on the accrual method of accounting. Under this method, revenue is recognized when services are performed. Revenue from advance deposits are deferred and included in income when the services to which they relate are delivered.

Use of estimates

The preparation of 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 reported period. Actual results could differ from those estimates.

3. Mortgage note payable

During 2005, the Partnership entered into a loan agreement with Texans Commercial Capital LLC. The loan is payable in monthly installments of principal and interest. The remaining principal is due at maturity. The note is secured by a first mortgage on the Partnership’s real property, an assignment of revenues, a guarantee by the General Partners and the personal guarantee of the individual managing members of the General Partners. The balance of the mortgage note payable at of December 31, 2007 and 2006 was $6,707,221 and $6,863,913, respectively. Accrued interest as of December 31, 2007 and 2006, was $-0- and $42,764, respectively. The terms of the note are as follows:

 

Original amount

   $ 6,879,150  

Original date

     May 2005  

Maturity date

     May 2010  

Interest rate

     7.375 %

Current monthly payment

   $ 55,353  

The annual principal payment requirements are as follows:

 

2008

   $ 168,500

2009

     181,600

2010

     6,357,121
      
   $ 6,707,221
      

4. Note payable

In May 2006, LJM Stacy, LLC, a General Partner, entered into a loan agreement on behalf of the Partnership with First Bank of Canyon Creek (“Payee”). The note was amended and restated on January 19, 2007. The note is payable in monthly installments of principal and interest. Any outstanding principal and

 

F-55


interest is due at maturity or as demanded by the Payee. The note is secured by the General Partners’ interest in the Partnership and is guaranteed by the General Partners and their individual managing members. The balance of the note at December 31, 2007 and 2006 was $510,990 and $300,000, respectively. There was no accrued interest on the note as of December 31, 2007 and 2006. The terms of the note are as follows:

 

Original amount

   $ 300,000  

Amended amount

   $ 550,000  

Amended maturity date

     May 2008  

Interest rate

     (1 )

Current monthly payment

   $ 5,453  

 

(1) Interest is based on a variable rate equal to the lesser of the maximum rate permitted by the Texas Finance Code and Texas Credit Code or prime plus 2% (9.25% and 10.25% at December 31, 2007 and 2006, respectively). However, at no time shall the interest rate be less than 9.75%.

Subsequent to December 31, 2007, the Partnership entered into a Loan Modification Agreement to extend the note to November 2009. The interest rate at no time shall be less than 8% and the monthly payment of principal and interest was modified to $4,351. In addition a principal payment of $30,000 is due in May 2009.

5. Lease payable

During 2006, the Partnership entered into a financing lease agreement for equipment totaling $300,387. The equipment has been capitalized and is being depreciated in accordance with the Partnership’s depreciation policy. The lease requires 60 monthly payments of $6,531, which includes interest imputed at 11 %, commencing July 2006. The balance of the lease payable as of December 31, 2007 and 2006 was $213,355 and $263,835, respectively. Interest expense under the lease totaled $27,889 and $15,996 during 2007 and 2006, respectively.

Future minimum lease payments on the capital lease as of December 31, 2007 are as follows:

 

2008

   $ 78,400

2009

     78,400

2010

     78,400

2011

     26,040
      
   $ 261,240

Less amount representing interest

     47,885
      

Present value of minimum lease payments

   $ 213,355
      

6. Related party transactions

Advances payable—partners

As of December 31, 2006, advances from certain partners totaled $23,892. During 2007, the advances were repaid. The advances bore interest at prime and were payable upon demand. There was no interest paid on these advances.

Developer Fee

The Partnership has contracted with a related corporation Second Century Investments, an affiliate of a General Partners, for services rendered in structuring, negotiating and developing the project for a fee of $50,000. The fee has been capitalized to the cost of property and equipment.

Management fee

The Partnership has contracted with a related corporation, Gateway Hospitality Group, Inc., an affiliate of the General Partner, to provide management services for a fee of 3% of revenue. Total management fees of

 

F-56


$89,289 and $24,368 have been expensed for 2007 and 2006 respectively, under the above-mentioned management contract with $7,454 and $5,350 included in accrued expenses at December 31, 2007 and 2006, respectively.

Technical Service Fee

The Partnership has contracted with a related corporation Gateway Hospitality Group, Inc., an affiliate of a General Partner, to provide technical services for a fee of $50,000. The fee has been capitalized to the cost of property and equipment.

7. License agreement

The Partnership entered into a 20-year license agreement in May 2003 with Promus Hotels, Inc. which commenced in August 2006. The agreement allows the Partnership to operate the hotel under the Hampton Inn & Suites name. The Partnership paid a $65,000 license fee, which is capitalized and amortized over the life of the agreement. The agreement requires the payment of a monthly franchise fee and a monthly program fee of 4% and 4%, respectively, of gross room revenues, as defined in the license agreement. The monthly program fee is subject to change, however, increases will not exceed 1% in any calendar year and cumulative increases will not exceed 5% of gross room revenues. For the year ended December 31, 2007 and 2006, franchise fees totaled $115,156 and $31,302, respectively. Program fees of $115,156 and $31,302, were incurred during 2007 and 2006, respectively, and were included in rooms expense and marketing and advertising on the accompanying statements of operations.

 

F-57


ALLEN STACY HOTEL, LTD.

BALANCE SHEETS (UNAUDITED)

June 30, 2008 and 2007

 

     2008     2007  
ASSETS     

PROPERTY AND EQUIPMENT

    

Land and improvements

   $ 914,358     $ 914,358  

Building and improvements

     6,512,593       6,511,843  

Furniture, fixtures and equipment

     1,322,829       1,311,519  
                
     8,749,780       8,737,720  

Less accumulated depreciation

     (994,787 )     (514,148 )
                
     7,754,993       8,223,572  

OTHER ASSETS

    

Cash and cash equivalents:

    

Operations

     384,204       288,600  

Reserve for furniture, fixtures and equipment

     102,219       4,670  

Accounts receivable

     15,404       27,712  

Prepaid expenses

     11,416       15,736  

Deferred charges, net

     137,117       189,849  
                

Total other assets

     650,360       526,567  
                

TOTAL ASSETS

   $ 8,405,353     $ 8,750,139  
                
LIABILITIES AND PARTNERS’ CAPITAL     

LIABILITIES

    

Accounts payable

   $ 33,903     $ 24,947  

Accrued expenses:

    

Interest

     —         2,648  

Operating expenses

     59,758       64,620  

Real estate and other taxes

     109,794       96,917  

Management fees

     9,338       8,480  

Sales and occupancy taxes

     42,575       34,483  

Advances payable - partner

     —         10,551  

Deposits

     151       2,759  

Lease payable

     186,027       239,342  

Note payable

     504,396       549,401  

Mortgage note payable

     6,623,900       6,784,918  
                

Total liabilities

     7,569,842       7,819,066  

PARTNERS’ CAPITAL

     835,511       931,073  
                

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 8,405,353     $ 8,750,139  
                

 

F-58


ALLEN STACY HOTEL, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)

For the six months ended June 30, 2008 and 2007

 

     2008     2007  

REVENUES

    

Rooms

   $ 1,603,864     $ 1,394,635  

Telephone

     1,473       1,306  

Ancillary income

     53,601       47,714  
                
     1,658,938       1,443,655  

DEPARTMENTAL EXPENSES

    

Rooms

     379,376       326,755  

Telephone

     11,793       9,365  

Ancillary services

     20,708       18,642  
                
     411,877       354,762  
                

DEPARTMENTAL INCOME

     1,247,061       1,088,893  

UNDISTRIBUTED OPERATING EXPENSES

    

Marketing and advertising

     107,662       93,018  

General and administrative

     115,496       109,103  

Energy costs

     76,192       62,196  

Repairs and maintenance

     93,826       72,775  

Franchise fees

     64,323       55,793  

Management fees

     49,768       43,214  
                
     507,267       436,099  
                

OPERATING INCOME

     739,794       652,794  

FIXED EXPENSES

    

Insurance

     3,501       5,484  

Property and other taxes

     127,138       90,667  

Interest

     285,058       297,898  

Depreciation and amortization

     266,366       284,366  
                
     682,063       678,415  
                

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)

     57,731       (25,621 )

OTHER INCOME (EXPENSE)

    

Interest

     3,312       —    

Miscellaneous

     (364 )     (1,500 )
                
     2,948       (1,500 )
                

NET INCOME (LOSS)

   $ 60,679     $ (27,121 )
                

 

F-59


ALLEN STACY HOTEL, LTD.

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the six months ended June 30, 2008 and 2007

 

     2008     2007  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income (loss)

   $ 60,679     $ (27,121 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation and amortization

     266,366       284,366  

Changes in operating assets and liabilities:

    

Decrease (increase) in accounts receivable

     19,892       (5,131 )

Decrease in prepaid expenses

     4,791       11,113  

Increase (decrease) in accounts payable

     15,108       (33,072 )

Decrease in accrued expenses

     (93,847 )     (12,006 )

(Decrease) increase in deposits

     (7,073 )     2,759  
                

Total adjustments

     205,237       248,029  
                

Net cash provided by operating activities

     265,916       220,908  

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchases of property and equipment

     (7,078 )     (260,478 )
                

CASH FLOWS FROM FINANCING ACTIVITIES

    

Payments on advances payable—partner

     —         (13,341 )

Principal payments on lease payable

     (27,328 )     (24,493 )

Proceeds from note payable

     —         250,000  

Payments on note payable

     (6,594 )     (599 )

Payments on mortgage note payable

     (83,321 )     (78,995 )

Distributions to partners

     (192,085 )     —    
                

Net cash (used in) provided by financing activities

     (309,328 )     132,572  
                

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     (50,490 )     93,002  

CASH AND CASH EQUIVALENTS—BEGINNING OF PERIOD

     536,913       200,268  
                

CASH AND CASH EQUIVALENTS—END OF PERIOD

     486,423       293,270  

LESS RESTRICTED CASH AND CASH EQUIVALENTS

    

Reserve for furniture, fixtures and equipment

     (102,219 )     (4,670 )
                

UNRESTRICTED CASH AND CASH EQUIVALENTS—END OF PERIOD

   $ 384,204     $ 288,600  
                

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 285,058     $ 338,014  
                

 

F-60


Independent Auditors’ Report

To the Partners of

RSV Twinsburg Hotel, Ltd.

Twinsburg, Ohio

We have audited the accompanying balance sheets of RSV Twinsburg Hotel, Ltd. as of December 31, 2007 and 2006, and the related statements of operations, changes in partners’ capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RSV Twinsburg Hotel, Ltd. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Novogradac & Company LLP

Cleveland, Ohio

September 23, 2008

 

F-61


RSV TWINSBURG HOTEL, LTD.

BALANCE SHEETS

December 31, 2007 and 2006

 

     2007     2006  
ASSETS     

PROPERTY AND EQUIPMENT

    

Land and improvements

   $ 1,004,865     $ 1,004,865  

Building and improvements

     7,038,600       7,034,130  

Furniture, fixtures and equipment

     3,399,169       3,295,024  
                
     11,442,634       11,334,019  

Less accumulated depreciation

     (5,007,769 )     (4,580,112 )
                
     6,434,865       6,753,907  

OTHER ASSETS

    

Cash and cash equivalents:

    

Operations

     582,603       596,993  

Reserve for furniture, fixtures and equipment

     397,171       168,835  

Tax and insurance escrows

     191,088       196,068  

Accounts receivable, net

     138,543       71,111  

Prepaid expenses

     38,937       44,052  

Deferred charges, net

     74,783       93,463  
                

Total other assets

     1,423,125       1,170,522  
                

TOTAL ASSETS

   $ 7,857,990     $ 7,924,429  
                
LIABILITIES AND PARTNERS’ CAPITAL     

LIABILITIES

    

Accounts payable—trade

   $ 65,362     $ 82,745  

Accrued expenses:

    

Operating expenses

     182,832       144,013  

Real estate and other taxes

     245,772       235,557  

Management fees

     20,704       18,307  

Sales and occupancy taxes

     23,280       21,233  

Advance deposits

     88,025       78,788  

Mortgage note payable

     7,844,383       8,006,276  
                

Total liabilities

     8,470,358       8,586,919  

PARTNERS’ CAPITAL

     (612,368 )     (662,490 )
                

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 7,857,990     $ 7,924,429  
                

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

 

F-62


RSV TWINSBURG HOTEL, LTD.

STATEMENTS OF OPERATIONS

For the years ended December 31, 2007 and 2006

 

     2007     2006  

REVENUES

    

Rooms

   $ 3,565,285     $ 3,300,796  

Food and beverage

     1,460,972       1,369,171  

Telephone

     14,480       19,269  

Ancillary income

     160,839       174,915  
                
     5,201,576       4,864,151  

DEPARTMENTAL EXPENSES

    

Rooms

     757,860       725,092  

Food and beverage

     798,225       756,402  

Telephone

     40,547       41,265  

Ancillary services

     94,643       96,481  
                
     1,691,275       1,619,240  
                

DEPARTMENTAL INCOME

     3,510,301       3,244,911  

UNDISTRIBUTED OPERATING EXPENSES

    

Marketing and advertising

     461,982       377,252  

General and administrative

     415,572       367,741  

Energy costs

     220,061       218,905  

Repairs and maintenance

     252,435       227,085  

Franchise fees

     178,951       165,810  

Management fees

     260,124       243,207  
                
     1,789,125       1,600,000  
                

OPERATING INCOME

     1,721,176       1,644,911  

FIXED EXPENSES

    

Insurance

     10,739       30,954  

Property and other taxes

     251,977       243,846  

Interest

     647,344       659,992  

Depreciation and amortization

     446,337       444,835  
                
     1,356,397       1,379,627  
                

INCOME BEFORE OTHER INCOME (EXPENSE)

     364,779       265,284  

OTHER INCOME (EXPENSE)

    

Interest

     12,213       13,063  

Miscellaneous

     27,980       27,493  

Partnership expense

     (4,850 )     (10,424 )
                
     35,343       30,132  
                

NET INCOME

   $ 400,122     $ 295,416  
                

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

 

F-63


RSV TWINSBURG HOTEL, LTD.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the years ended December 31, 2007 and 2006

 

BALANCE—JANUARY 1, 2006

   $ (507,906 )

Distributions

     (450,000 )

Net income

     295,416  
        

BALANCE—DECEMBER 31, 2006

     (662,490 )

Distributions

     (350,000 )

Net income

     400,122  
        

BALANCE—DECEMBER 31, 2007

   $ (612,368 )
        

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

 

F-64


RSV TWINSBURG HOTEL, LTD.

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2007 and 2006

 

     2007     2006  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 400,122     $ 295,416  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     446,337       444,835  

Changes in operating assets and liabilities:

    

(Increase) decrease in accounts receivable, net

     (67,432 )     53,720  

Decrease (increase) in prepaid expenses

     5,115       (12,302 )

(Decrease) increase in accounts payable—trade

     (17,383 )     696  

Increase (decrease) in accrued expenses

     53,478       (49,123 )

Increase in advance deposits

     9,237       16,416  
                

Total adjustments

     429,352       454,242  
                

Net cash provided by operating activities

     829,474       749,658  

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchases of property and equipment

     (108,615 )     (365,200 )

CASH FLOWS FROM FINANCING ACTIVITIES

    

Payments on mortgage note payable

     (161,893 )     (149,246 )

Distributions to partners

     (350,000 )     (450,000 )
                

Net cash used in financing activities

     (511,893 )     (599,246 )
                

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     208,966       (214,788 )

CASH AND CASH EQUIVALENTS—BEGINNING OF YEAR

     961,896       1,176,684  
                

CASH AND CASH EQUIVALENTS—END OF YEAR

     1,170,862       961,896  

LESS RESTRICTED CASH AND CASH EQUIVALENTS

    

Reserve for furniture, fixtures and equipment

     (397,171 )     (168,835 )

Tax and insurance escrow

     (191,088 )     (196,068 )
                

UNRESTRICTED CASH AND CASH EQUIVALENTS—END OF YEAR

   $ 582,603     $ 596,993  
                

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 647,344     $ 659,992  
                

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

 

F-65


RSV TWINSBURG HOTEL, LTD.

NOTES TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

1. General

RSV Twinsburg Hotel, Ltd. (the “Partnership”), an Ohio limited partnership, was formed in June 1998 to own and operate a hotel under the franchise of Hilton Hotel. The 142-room Hilton Garden Inn (the “Hotel”) located in Twinsburg, Ohio began operations in May 1999.

On August 1, 2008, Apple Nine Hospitality Ownership, Inc., a Virginia corporation, entered into a contract with RSV Twinsburg Hotel, Ltd. to acquire the Hotel.

The accompanying financial statements have been prepared for the purpose of enabling Apple Nine Hospitality Ownership, Inc. to comply with certain requirements of the Securities and Exchange Commission.

2. Summary of significant accounting policies and nature of operations

Accounting method

The Partnership prepares its financial statements on the accrual basis of accounting consistent with accounting principles generally accepted in the United States of America.

Accounts receivable

Accounts receivable represents unbilled hotel guest charges for guests staying at the hotel as of the end of the year and corporate account customer charges from various times throughout the year. The Company estimates an allowance for doubtful accounts based on historical activity. As of December 31, 2007 and 2006, the allowance for doubtful accounts was $7,158 and $2,555, respectively.

Advertising costs

Advertising costs are expensed when incurred. Advertising expense for the years ended December 31, 2007 and 2006 was $39,296 and $39,501, respectively, which is included in marketing and advertising expense in the accompanying statements of operations.

Allocation

Income, loss and cash flow are allocated in accordance with the terms of the Partnership Agreement.

Cash and cash equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less at the date of acquisition.

Concentration of credit risk

The Partnership deposits its cash in financial institutions. At times, the account balances may exceed the institution’s federally insured limits. The Partnership has not experienced any losses in such accounts.

 

F-66


Deferred charges

Capitalized loan costs are amortized on the straight-line method over the life of the mortgage. The license fee is amortized over the life of the agreement. Amortization expense for the years ended December 31, 2007 and 2006 was $18,680 and $18,680, respectively.

 

     2007     2006  

Capitalized loan costs

   $ 171,146     $ 171,146  

License fee

     31,300       31,300  
                
     202,446       202,446  

Less: accumulated amortization

     (127,663 )     (108,983 )
                

Deferred charges, net

   $ 74,783     $ 93,463  
                

Economic concentrations

The Partnership operates one hotel in Twinsburg, Ohio. Future operations could be affected by changes in economic or other conditions in that geographical area or by changes in the travel and tourism industry.

Impairment of long-lived assets

The Partnership reviews its long-lived assets for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived assets are considered to be impaired, the impairment to be recognized is measured at the amount the asset exceeds the fair value as determined from an appraisal, discounted cash flows analysis, or other valuation technique. There were no impairment losses recognized during 2007 and 2006.

Income taxes

The Partnership is not taxed directly on its income, rather the respective items of income or expense are reported by the partners on their individual returns; therefore, no provision for income taxes is provided for in these financial statements.

Organizational and start-up costs

Organizational and start-up costs are expensed in the year incurred.

Property and equipment

Property and equipment are recorded at cost. Depreciation is computed on the straight-line basis and other accelerated methods over the estimated useful lives as follows:

 

Building and improvements

   15 to 39 years

Furniture, fixtures and equipment

   5 to 7 years

Furniture, fixtures and equipment consist primarily of room furniture, fixtures, kitchen equipment, computer equipment, and operating equipment. Operating equipment consists of primarily of china, glassware, silverware, pots and pans, and linen.

Depreciation expense for the years ended December 31, 2007 and 2006, was $427,657 and $426,155, respectively.

 

F-67


Maintenance and repairs are charged against income as incurred and major improvements that significantly extend the useful life of property and equipment are capitalized.

Costs directly associated with the acquisition, development, and construction of the Partnership are capitalized. Such costs include interest, property taxes, insurance, pre-acquisition expenditures, and other direct costs incurred during the construction period.

Restricted cash

Pursuant to note agreements, the Partnership is required to maintain certain cash reserves for the replacement of and additions to furniture, fixtures, and equipment and a tax and insurance escrow. The unexpended reserve, classified as reserve for furniture, fixtures and equipment on the accompanying balance sheets, totaled $397,171 and $168,835, respectively, as of December 31, 2007 and 2006. The tax and insurance escrow on the accompanying balance sheets totaled $191,088 and $196,068 as of December 31, 2007 and 2006, respectively.

Revenue recognition

For financial reporting, the Partnership recognizes income on the accrual method of accounting. Under this method, revenue is recognized when services are performed. Revenue from advance deposits are deferred and included in income when the services to which they relate are delivered.

Use of estimates

The preparation of 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 reported period. Actual results could differ from those estimates.

3. Mortgage note payable

In May 2001, the Partnership obtained a loan from Prudential Mortgage Capital Company LLC in the amount of $8,700,000. The loan is payable in monthly installments of principal and interest based on a twenty-five year amortization schedule. The remaining principal is due at the maturity date of June 2011. The loan is secured by a first mortgage and the assignment of revenues.

The balance of the mortgage note payable as of December 31, 2007 and 2006 was $7,844,383 and $8,006,276, respectively. The terms of the note are as follows:

 

Original amount

   $  8,700,000  

Original date

     May 2001  

Maturity date

     June 2011  

Interest rate

     8.05 %

Current monthly payment

   $ 67,436  

The annual principal payment requirements are as follows:

 

2008

   $ 173,700

2009

     190,300

2010

     206,500

2011

     7,273,883
      
   $ 7,844,383
      

 

F-68


4. Related party transactions

Management fee

The Partnership has contracted with a related corporation, Gateway Hospitality Group, Inc., an affiliate of the General Partner, to provide management services for a fee of 5% of revenue. Total management fees of $260,124 and $243,207 have been expensed for 2007 and 2006, respectively, under the above-mentioned management contract with $20,704 and $18,307 included in accrued expenses at December 31, 2007 and 2006, respectively.

5. License agreement

The Partnership entered into a 20-year license agreement in October 1998 with Hilton Inns, Inc., which commenced in May 1999. The agreement allows the Partnership to operate the hotel under the Hilton Garden Inn name. The Partnership paid a $31,300 license fee, which is capitalized and amortized over the life of the agreement. The agreement requires the payment of a monthly franchise fee and a monthly program fee of 5% and 3.6%, respectively, of gross room revenues, as defined in the license agreement. The monthly program fee is subject to change, however, increases will not exceed 1% in any calendar year and cumulative increases will not exceed 5% of gross room revenues. For the years ended December 31, 2007 and 2006, franchise fees totaled $178,951 and $165,810, respectively. Program fees of $131,844 and $119,383, were incurred in 2007 and 2006, respectively, and included in rooms expense and marketing and advertising on the accompanying statements of operations.

6. Retirement plan

The Partnership maintains a 401(k) retirement plan for its employees. There were no partnership contributions made to this plan for the years ended December 31, 2007 and 2006.

 

F-69


RSV TWINSBURG HOTEL, LTD.

BALANCE SHEETS (UNAUDITED)

June 30, 2008 and 2007

 

     2008     2007  
ASSETS     

PROPERTY AND EQUIPMENT

    

Land and improvements

   $ 1,004,865     $ 1,004,865  

Building and improvements

     7,108,615       7,038,600  

Furniture, fixtures and equipment

     3,449,721       3,387,262  
                
     11,563,201       11,430,727  

Less accumulated depreciation

     (5,232,869 )     (4,789,962 )
                
     6,330,332       6,640,765  

OTHER ASSETS

    

Cash and cash equivalents:

    

Operations

     369,649       415,439  

Reserve for furniture, fixtures and equipment

     300,865       282,762  

Tax and insurance escrows

     90,830       88,275  

Accounts receivable, net

     100,982       59,981  

Prepaid expenses

     33,211       30,000  

Deferred charges, net

     65,443       84,123  
                

Total other assets

     960,980       960,580  
                

TOTAL ASSETS

   $ 7,291,312     $ 7,601,345  
                
LIABILITIES AND PARTNERS’ CAPITAL     

LIABILITIES

    

Accounts payable—trade

   $ 16,920     $ 112,062  

Accrued expenses:

    

Operating expenses

     164,681       136,583  

Real estate and other taxes

     132,467       125,902  

Management fees

     22,194       24,515  

Sales and occupancy taxes

     32,943       36,313  

Advance deposits

     131,298       107,368  

Mortgage note payable

     7,757,548       7,924,305  
                

Total liabilities

     8,258,051       8,467,048  

PARTNERS’ CAPITAL

     (966,739 )     (865,703 )
                

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 7,291,312     $ 7,601,345  
                

 

F-70


RSV TWINSBURG HOTEL, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)

For the six months ended June 30, 2008 and 2007

 

     2008     2007  

REVENUES

    

Rooms

   $ 1,793,650     $ 1,688,040  

Food and beverage

     645,624       711,796  

Telephone

     3,920       7,552  

Ancillary income

     82,044       81,063  
                
     2,525,238       2,488,451  

DEPARTMENTAL EXPENSES

    

Rooms

     383,272       366,995  

Food and beverage

     391,200       372,418  

Telephone

     17,479       20,236  

Ancillary services

     54,015       51,253  
                
     845,966       810,902  
                

DEPARTMENTAL INCOME

     1,679,272       1,677,549  

UNDISTRIBUTED OPERATING EXPENSES

    

Marketing and advertising

     231,129       230,898  

General and administrative

     199,285       204,345  

Energy costs

     117,381       105,360  

Repairs and maintenance

     135,706       130,707  

Franchise fees

     89,836       84,723  

Management fees

     126,238       124,423  
                
     899,575       880,456  
                

OPERATING INCOME

     779,697       797,093  

FIXED EXPENSES

    

Insurance

     4,360       5,706  

Property and other taxes

     139,488       121,120  

Interest

     317,783       322,648  

Depreciation and amortization

     234,440       219,190  
                
     696,071       668,664  
                

INCOME BEFORE OTHER INCOME (EXPENSE)

     83,626       128,429  

OTHER INCOME (EXPENSE)

    

Interest

     1,770       4,939  

Miscellaneous

     12,783       16,019  

Partnership expense

     (2,550 )     (2,600 )
                
     12,003       18,358  
                

NET INCOME

   $ 95,629     $ 146,787  
                

 

F-71


RSV TWINSBURG HOTEL, LTD.

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the six months ended June 30, 2008 and 2007

 

     2008     2007  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 95,629     $ 146,787  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     234,440       219,190  

Changes in operating assets and liabilities:

    

Decrease in accounts receivable, net

     37,561       11,130  

Decrease in prepaid expenses

     5,726       14,052  

(Decrease) increase in accounts payable—trade

     (48,442 )     29,317  

Decrease in accrued expenses

     (120,303 )     (95,797 )

Increase in advance deposits

     43,273       28,580  
                

Total adjustments

     152,255       206,472  
                

Net cash provided by operating activities

     247,884       353,259  

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchases of property and equipment

     (120,567 )     (96,708 )

CASH FLOWS FROM FINANCING ACTIVITIES

    

Payments on mortgage note payable

     (86,835 )     (81,971 )

Distributions to partners

     (450,000 )     (350,000 )
                

Net cash used in financing activities

     (536,835 )     (431,971 )
                

NET DECREASE IN CASH AND CASH EQUIVALENTS

     (409,518 )     (175,420 )

CASH AND CASH EQUIVALENTS—BEGINNING OF PERIOD

     1,170,862       961,896  
                

CASH AND CASH EQUIVALENTS—END OF PERIOD

     761,344       786,476  

LESS RESTRICTED CASH AND CASH EQUIVALENTS

    

Reserve for furniture, fixtures and equipment

     (300,865 )     (282,762 )

Tax and insurance excrow

     (90,830 )     (88,275 )
                

UNRESTRICTED CASH AND CASH EQUIVALENTS—END OF PERIOD

   $ 369,649     $ 415,439  
                

Supplemental disclosure of cash flow information:

    

Cash paid for interest:

   $ 317,783     $ 322,648  
                

 

F-72


INDEPENDENT AUDITORS’ REPORT

To the Partners of

SCI Lewisville Hotel, Ltd.

Lewisville, Texas

We have audited the accompanying balance sheets of SCI Lewisville Hotel Ltd. as of December 31, 2007 and 2006, and the related statements of operations, changes in partners’ capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SCI Lewisville Hotel, Ltd. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Novogradac & Company LLP

Cleveland, Ohio

September 21, 2008

 

F-73


SCI LEWISVILLE HOTEL, LTD.

BALANCE SHEETS

December 31, 2007 and 2006

 

     2007     2006
ASSETS     

PROPERTY AND EQUIPMENT

    

Land and improvements

   $ 3,002,942     $ 2,984,000

Building and improvements

     14,468,480       —  

Furniture, fixtures and equipment

     3,634,295       —  

Construction in progress

     —         8,092,783
              
     21,105,717       11,076,783

Less accumulated depreciation

     (677,101 )     —  
              
     20,428,616       11,076,783

OTHER ASSETS

    

Cash and cash equivalents

     48,512       36,987

Accounts receivable, net

     131,153       —  

Prepaid expenses

     50,830       —  

Deferred charges, net

     267,857       339,282
              

Total other assets

     498,352       376,269
              

TOTAL ASSETS

   $ 20,926,968     $ 11,453,052
              
LIABILITIES AND PARTNERS’ CAPITAL     

LIABILITIES

    

Accounts payable:

    

Trade

   $ 316,891     $ —  

Construction

     20,981       1,036,041

Accrued expenses:

    

Interest

     —         6,627

Operating expenses

     85,706       —  

Real estate and other taxes

     262,740       —  

Management fees

     52,090       —  

Sales and occupancy taxes

     40,000       —  

Advance deposits

     68,862       —  

Line of credit

     254,538       —  

Leases payable

     435,345       —  

Notes payable

     3,780,471       3,750,000

Mortgage note payable

     16,860,072       6,448,335
              

Total liabilities

     22,177,696       11,241,003

PARTNERS’ CAPITAL

     (1,250,728 )     212,049
              

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 20,926,968     $ 11,453,052
              

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

 

F-74


SCI LEWISVILLE HOTEL, LTD.

STATEMENTS OF OPERATIONS

For the years ended December 31, 2007 and 2006

 

     2007     2006  

REVENUES

    

Rooms

   $ 1,197,932     $ —    

Food and beverage

     457,919       —    

Telephone

     1,266       —    

Ancillary income

     108,682       —    
                
     1,765,799       —    

DEPARTMENTAL EXPENSES

    

Rooms

     286,978       —    

Food and beverage

     328,565    

Telephone

     18,079       —    

Ancillary services

     53,691       —    
                
     687,313       —    
                

DEPARTMENTAL INCOME

     1,078,486       —    

UNDISTRIBUTED OPERATING EXPENSES

    

Marketing and advertising

     189,438       —    

General and administrative

     195,026       —    

Energy costs

     131,610       —    

Repairs and maintenance

     98,981       —    

Franchise fees

     48,147       —    

Management fees

     52,090       —    
                
     715,292       —    
                

OPERATING INCOME

     363,194       —    

FIXED EXPENSES

    

Insurance

     4,462       —    

Property and other taxes

     117,199       —    

Interest

     619,754       —    

Depreciation and amortization

     707,572       —    
                
     1,448,987       —    
                

LOSS BEFORE OTHER INCOME (EXPENSE)

     (1,085,793 )     —    

OTHER INCOME (EXPENSE)

    

Interest

     10,565       —    

Conference center management fee

     84,032    

Organizational and start up costs

     (391,123 )     (72,627 )

Partnership expense

     (80,458 )     —    
                
     (376,984 )     (72,627 )
                

NET LOSS

   $ (1,462,777 )   $ (72,627 )
                

 

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

 

F-75


SCI LEWISVILLE HOTEL, LTD.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the years ended December 31, 2007 and 2006

 

     Total  

BALANCE—JANUARY 1, 2006

   $ 284,676  

Net loss

     (72,627 )
        

BALANCE—DECEMBER 31, 2006

     212,049  

Net loss

     (1,462,777 )
        

BALANCE—DECEMBER 31, 2007

   $ (1,250,728 )
        

 

 

 

 

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

 

F-76


SCI LEWISVILLE HOTEL, LTD.

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2007 and 2006

 

     2007     2006  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net loss

   $ (1,462,777 )   $ (72,627 )

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     707,572       —    

Changes in operating assets and liabilities:

    

Increase in accounts receivable, net

     (131,153 )     —    

Increase in prepaid expenses

     (50,830 )     —    

Increase in accounts payable—trade

     316,891       —    

Increase in accrued expenses

     433,909       6,627  

Increase in advance deposits

     68,862       —    
                

Total adjustments

     1,345,251       6,627  
                

Net cash used in operating activities

     (117,526 )     (66,000 )

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchases of property and equipment

     (10,537,700 )     (6,338,469 )

CASH FLOWS FROM FINANCING ACTIVITIES

    

Payments on deferred charges

     —         (106,677 )

Proceeds from line of credit, net

     254,538    

Principal payments on leases payable

     (29,995 )     —    

Proceeds from note payable

     33,498       —    

Payments on note payable

     (3,027 )     —    

Proceeds from mortgage note payable

     10,478,065       6,447,335  

Payments on mortgage note payable

     (66,328 )     —    
                

Net cash provided by financing activities

     10,666,751       6,340,658  
                

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     11,525       (63,811 )

CASH AND CASH EQUIVALENTS—BEGINNING OF YEAR

     36,987       100,798  
                

CASH AND CASH EQUIVALENTS—END OF YEAR

   $ 48,512     $ 36,987  
                

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

 

F-77


SCI LEWISVILLE HOTEL, LTD.

STATEMENTS OF CASH FLOWS (CONTINUED)

For the years ended December 31, 2007 and 2006

 

     2007    2006

Supplemental disclosure of cash flow information:

     

Cash paid for interest during the year for:

     

Interest—expensed

   $ 619,754    $ —  

Interest—capitalized

     754,025      187,316
             

Total

   $ 1,373,779    $ 187,316
             

Supplemental disclosure of non-cash investing activities:

     

Purchase of property and equipment is shown net of accounts payable—construction

   $ —      $ 1,030,291
             

Acquisition of equipment through capital leases

   $ 465,340    $ —  
             

Increase in property and equipment from capitalized amortization expense

   $ 40,954    $ 70,207
             

 

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

 

F-78


SCI LEWISVILLE HOTEL, LTD.

NOTES TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

1. General

SCI Lewisville Hotel, Ltd. (the “Partnership”), a Texas limited partnership, was formed in March 2005 to own and operate a hotel under the franchise of Hilton Hotel. The 165-room Hilton Garden Inn (the “Hotel”) located in Lewisville, Texas, began operations in August 2007.

On August 1, 2008, Apple Nine Hospitality Ownership, Inc., a Virginia Corporation, entered into a Contract with SCI Lewisville Hotel, Ltd. to acquire the Hotel.

The accompanying financial statements have been prepared for the purpose if enabling Apple Nine Hospitality Ownership, Inc. to comply with certain requirements of the Securities and Exchange Commission.

2. Summary of significant accounting policies and nature of operations

Accounting method

The Partnership prepares its financial statements on the accrual basis of accounting consistent with accounting principles generally accepted in the United States of America.

Accounts receivable

Accounts receivable represents unbilled hotel guest charges for guests staying at the hotel as of the end of the year and corporate account customer charges from various times throughout the year. The Partnership estimates an allowance for doubtful accounts based on historical activity. As of December 31, 2007 and 2006, the allowance for doubtful accounts was $868 and $-0-, respectively.

Advertising costs

Advertising costs are expensed when incurred. Advertising expense for the years ended December 31, 2007 and 2006, was $41,250 and $-0-, respectively, which is included in marketing and advertising expense in the accompanying statements of operations.

Allocation

Income, loss and cash flow are allocated in accordance with the terms of the Partnership Agreement.

Cash and cash equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less at the date of the acquisition.

Concentration of credit risk

The Partnership deposits its cash in financial institutions. At times, the account balances may exceed the institution’s federally insured limits. The Partnership has not experienced any losses in such accounts.

 

F-79


Deferred charges

Capitalized loan costs are amortized on the straight-line method over the life of the mortgage. The license fee is amortized over the life of the agreement. Amortization expense for the years ended December 31, 2007 and 2006, was $30,471 and $-0-, respectively. During 2007 and 2006, $40,954 and $70,207, respectively, of amortization on loan costs was capitalized to building and improvements.

 

     2007     2006  

Capitalized loan costs

   $ 351,034     $ 351,034  

License fee

     58,455       58,455  
                
     409,489       409,489  

Less: accumulated amortization

     (141,632 )     (70,207 )
                

Deferred charges, net

   $ 267,857     $ 339,282  
                

Economic concentrations

The Partnership operates one hotel in Lewisville, Texas. Future operations could be affected by changes in economic or other conditions in that geographical area or by changes in the travel and tourism industry.

Impairment of long-lived assets

The Partnership reviews its long-lived assets for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived assets are considered to be impaired, the impairment to be recognized is measured at the amount the asset exceeds the fair value as determined from an appraisal, discounted cash flows analysis, or other valuation technique. There were no impairment losses recognized during 2007 and 2006.

Income taxes

The Partnership is not taxed directly on its income, rather the respective items of income or expense are reported by the partners on their individual returns; therefore, no provision for income taxes is provided for in these financial statements.

Organizational and start-up costs

Organizational and start up costs are expensed in the year incurred.

Property and equipment (continued)

Property and equipment are recorded at cost. Depreciation is computed on the straight-line basis and other accelerated methods over the estimated useful lives as follows:

 

Building and improvements

   15 to 39 years

Furniture, fixtures and equipment

   5 to 7 years

Furniture, fixtures and equipment consist primarily of room furniture, fixtures, kitchen equipment, computer equipment, and operating equipment. Operating equipment consists of primarily of china, glassware, silverware, pots and pans, and linen.

Depreciation expense for the years ended December 31, 2007 and 2006, was $677,101 and $-0-, respectively.

 

F-80


Maintenance and repairs are charged against income as incurred and major improvements that significantly extend the useful life of property and equipment are capitalized.

Costs directly associated with the acquisition, development, and construction of the Hotel are capitalized. Such costs include interest, property taxes, insurance, pre-acquisition expenditures, and other direct costs incurred during the construction period.

Revenue recognition

For financial reporting, the Partnership recognizes income on the accrual method of accounting. Under this method, revenue is recognized when services are performed. Revenue from advanced deposits are deferred and included in income when the services to which they relate are delivered.

Use of estimates

The preparation of 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 reported period. Actual results could differ from those estimates.

3. Mortgage payable

In November 2005, the Partnership entered into a construction loan agreement with Stillwater National Bank and Trust Company. Interest only was payable on the note through November 2007. The note was amended and restated to a mortgage note payable on November 28, 2007. The note is payable in monthly installments of principal and interest based on a 300 month amortization. The note is guaranteed by the General Partners and their individual managing members. The balance of the mortgage note at December 31, 2007 and 2006 was $16,860,072 and $6,448,335, respectively. The terms of the note are as follows:

 

Original amount

   $ 16,926,400  

Amended amount

   $ 16,893,173  

Amended maturity date

     November 2010  

Interest rate

     (1 )

Current monthly payment

   $ 113,000  

 

(1) Interest was based on a variable rate equal to the Prime Rate plus 1% per annum, (8.25% and 9.25% at December 31, 2007 and 2006, respectively). Commencing on December 28, 2007, interest will be payable at the greater of the Prime Rate or 6.25%.

The annual principal payment requirements are as follows:

 

2008

   $ 136,500

2009

     143,700

2010

     16,579,872
      
   $ 16,860,072
      

 

F-81


4. Notes payable

City of Lewisville

In April 2005, the Partnership entered into a Deed of Trust note with The City of Lewisville in the principal amount of $3,750,000. The note is non-interest bearing through its maturity. A principal installment of $1,750,000 is due on the later of December 31, 2012 or six years after the issuance of a Certificate of Occupancy of the Hotel. The remaining principal is due on the note’s maturity date which is the later of December 31, 2016 or nine years after the issuance of a Certificate of Occupancy of the Hotel. The note is secured by the personal guarantees of the General Partners. The balance of the note at December 31, 2007 and 2006 was $3,750,000.

Capital One

In July 2007, the Partnership entered into loan agreement with Capital One, N.A (the “Lender”) for the purchase of a vehicle. The note is payable in 48 monthly installments of principal and interest. The note is secured by such vehicle and the personal guarantees of the General Partners and their individual members. The balance of the note at December 31, 2007 was $30,471. The terms of the note are as follows:

 

Original amount

   $ 33,498  

Maturity date

     August 2011  

Interest rate

     8.29 %

Current monthly payment

   $ 829  

The annual principal payment requirements on the notes payable are as follows:

 

2008

   $ 7,800

2009

     8,400

2010

     9,100

2011

     5,171

2012

     1,750,000

Thereafter

     2,000,000
      
   $ 3,780,471
      

5. Line of credit agreement

During 2007, the Partnership entered into a line of credit agreement with Capital One Bank in the amount of $300,000 which bears interest at Prime (7.25% at December 31, 2007). The balance as of December 31, 2007 was $254,538.

6. Leases payable

During 2007, the Partnership entered into two financing lease agreements for equipment totaling $465,339. The equipment has been capitalized and is being depreciated in accordance with the Partnership’s depreciation policy. The leases require 58 monthly payments of $10,061, which include interest imputed at 10.75%. Lease payments commence October 2007. The balance of the leases payable as December 31, 2007 was $435,345. Interest expense under the leases totaled $20,311 during 2007.

 

F-82


Future minimum lease payments on the capital leases as of December 31, 2007 are as follows:

 

2008

   $ 120,700

2009

     120,700

2010

     120,700

2011

     120,700

2012

     90,500
      
   $ 573,300

Less amount representing interest

     137,955
      

Present value of minimum lease payments

   $ 435,345
      

7. Related party transactions

Developer fee

The General Partner is entitled to a fee of $150,000 for services rendered in structuring, negotiating and developing the project. During 2007, the fee was paid. The fee has been capitalized into the cost of the building.

Management fee

The Partnership has contracted with a related party corporation, Gateway Hospitality Group, Inc., an affiliate of the General Partner, to provide management services for a fee of 3% of revenue. The Partnership is also required to pay a year end performance bonus not greater than 0.5% of revenue. There has been no year end performance fee bonus paid or accrued for the years ended December 31, 2007 and 2006. Total management fees of $52,090 and $-0- have been expensed for 2007 and 2006, respectively, under the above-mentioned management contract with $52,090 and $-0- included in accrued expenses at December 31, 2007 and 2006, respectively.

Technical service fee

The Partnership has contracted with a related Corporation, Gateway Hospitality Group, Inc., an affiliate of the General Partner, to provide technical services for a fee of $150,000. During 2007, the fee was paid. The fee has been capitalized into the cost of the building.

8. Rental under operating lease

The operations of the Partnership include leasing of the Hotel’s Conference Center to The City of Lewisville, Texas, under a Lease and Management Agreement. The lease is an operating lease expiring December 31, 2023.

The Partnership is entitled to monthly Management Fees, as defined in the Lease and Management Agreement, commencing on the date of Certificate of Occupancy and continuing for a period of 15 years. The Management Fee shall be equal to 100% of the Hotel’s monthly Occupancy Tax, as defined in the Lease and Management Agreement, not to exceed the following amounts:

 

Lease Year

   Amount

1 through 10

   $ 300,000

11

   $ 250,000

12

   $ 200,000

13

   $ 150,000

14

   $ 100,000

15

   $ 50,000

 

F-83


9. License agreement

The Partnership entered into a 20-year license agreement in July 2005 with Hilton Inns, Inc., which commenced in July 2007. The agreement allows the Partnership to operate the hotel under the Hilton Garden Inn name. The Partnership paid a $58,455 license fee, which is capitalized and amortized over the life of the agreement. The agreement requires the payment of a monthly franchise fee of 4% for the first two years and 5% thereafter, of gross room revenues, as defined in the license agreement. The agreement also requires the payment of a monthly program fee of 4.3% of gross room revenues, as defined in the license agreement. The monthly program fee is subject to change, however, increases will not exceed 1% in any calendar year and cumulative increases will not exceed 5% of gross room revenues. For the years ended December 31, 2007 and 2006, franchise fees amounted to $48,147 and $-0-, respectively. Program fees for the years ended December 31, 2007 and 2006, amounted to $48,134 and $-0-, respectively, and were included in rooms expense and marketing and advertising on the accompanying statements of operations.

10. Real estate tax abatements

During 2005, Second Century Investments, an affiliate of the general partners, entered into a property tax abatement agreement with the City of Lewisville for the Hotel property, as defined in the agreement. The abatement commences on the date a Certificate of Occupancy is obtained and will continue for a period of 10 years. The abatement will be as follows:

 

Abatement Year

      

1 through 3

   100 %

4 through 5

   85 %

6 through 7

   75 %

8

   70 %

9

   55 %

10

   50 %

During 2005, the Partnership entered into a property tax abatement agreement with the County of Denton for the Hotel property, as defined in the agreement. The abatement commences on the date a Certificate of Occupancy is obtained. The tax rebate shall be 30% for five years in each year of the tax rebate period.

 

F-84


SCI LEWISVILLE HOTEL, LTD.

BALANCE SHEETS (UNAUDITED)

June 30, 2008 and 2007

 

     2008     2007
ASSETS     

PROPERTY AND EQUIPMENT

    

Land and improvements

   $ 3,031,207     $ 2,984,000

Building and improvements

     14,515,236       —  

Furniture, fixtures and equipment

     3,631,449       —  

Construction in progress

     —         15,402,594
              
     21,177,892       18,386,594

Less accumulated depreciation

     (1,325,101 )     —  
              
     19,852,791       18,386,594

OTHER ASSETS

    

Cash and cash equivalents:

     183,040       181,198

Accounts receivable, net

     121,702       —  

Prepaid expenses

     49,918       —  

Deferred charges, net

     231,292       304,178
              

Total other assets

     585,952       485,376
              

TOTAL ASSETS

   $ 20,438,743     $ 18,871,970
              
LIABILITIES AND PARTNERS’ CAPITAL     

LIABILITIES

    

Accounts payable:

    

Trade

   $ 137,168     $ 3,975

Construction

     —         1,356,039

Accrued expenses:

    

Operating expenses

     187,085       1,188

Real estate and other taxes

     139,998       —  

Management fees

     112,765       —  

Sales and occupancy taxes

     62,606       —  

Advance deposits

     130,830       29,925

Leases payable

     397,541       —  

Notes payable

     3,776,698       3,750,000

Mortgage note payable

     16,653,603       13,666,987
              

Total liabilities

     21,598,294       18,808,114

PARTNERS’ CAPITAL

     (1,159,551 )     63,856
              

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 20,438,743     $ 18,871,970
              

 

F-85


SCI LEWISVILLE HOTEL, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)

For the six months ended June 30, 2008 and 2007

 

     2008     2007  

REVENUES

    

Rooms

   $ 2,207,792     $ —    

Food and beverage

     814,619       —    

Telephone

     2,035       —    

Ancillary income

     113,951       —    
                
     3,138,397       —    

DEPARTMENTAL EXPENSES

    

Rooms

     443,271       —    

Food and beverage

     469,903       —    

Telephone

     23,550       —    

Ancillary services

     69,673       —    
                
     1,006,397       —    
                

DEPARTMENTAL INCOME

     2,132,000       —    

UNDISTRIBUTED OPERATING EXPENSES

    

Marketing and advertising

     304,784       —    

General and administrative

     268,028       —    

Energy costs

     167,604       —    

Repairs and maintenance

     127,307       —    

Franchise fees

     88,949       —    

Management fees

     109,899       —    
                
     1,066,571       —    
                

OPERATING INCOME

     1,065,429       —    

FIXED EXPENSES

    

Insurance

     4,608       —    

Property and other taxes

     167,631       —    

Interest

     561,073       —    

Depreciation and amortization

     684,565       —    
                
     1,417,877       —    
                

LOSS BEFORE OTHER INCOME (EXPENSE)

     (352,448 )     —    

OTHER INCOME (EXPENSE)

    

Function space rent

     153,991       —    

Organization and start up costs

     —         (146,643 )

Partnership expense

     (10,366 )     (1,550 )
                
     143,625       (148,193 )
                

NET LOSS

   $ (208,823 )   $ (148,193 )
                

 

F-86


SCI LEWISVILLE HOTEL, LTD.

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the six months ended June 30, 2008 and 2007

 

     2008     2007  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net loss

   $ (208,823 )   $ (148,193 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     684,565       —    

Changes in operating assets and liabilities:

    

Decrease in accounts receivable, net

     9,451       —    

Decrease in prepaid expenses

     912       —    

(Decrease) increase in accounts payable—trade

     (179,723 )     3,975  

Increase (decrease) in accrued expenses

     61,918       (5,439 )

Increase in advance deposits

     61,968       29,925  
                

Total adjustments

     639,091       28,461  
                

Net cash provided by (used in) operating activities

     430,268       (119,732 )

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchases of property and equipment

     (93,156 )     (6,954,709 )

CASH FLOWS FROM FINANCING ACTIVITIES

    

Payments on line of credit

     (254,538 )     —    

Principal payments on leases payable

     (37,804 )     —    

Payments on notes payable

     (3,773 )     —    

Proceeds from mortgage note payable

     —         7,218,652  

Payments on mortgage note payable

     (206,469 )     —    

Contributions from partners

     300,000       —    
                

Net cash (used in) provided by financing activities

     (202,584 )     7,218,652  
                

NET INCREASE IN CASH AND CASH EQUIVALENTS

     134,528       144,211  

CASH AND CASH EQUIVALENTS—BEGINNING OF PERIOD

     48,512       36,987  
                

CASH AND CASH EQUIVALENTS—END OF PERIOD

   $ 183,040     $ 181,198  
                

Supplemental disclosure of cash flow information:

    

Cash paid during the year for:

    

Interest—expensed

   $ 561,073     $ —    

Interest—capitalized

     —         461,150  
                

Total

   $ 561,073     $ 461,150  
                

Supplemental disclosure of non-cash investing activities:

    

Purchase of property and equipment is shown net of accounts payable—construction

   $ —       $ 1,335,058  
                

Increase in property and equipment from capitalized amortization expense

   $ —       $ 105,311  
                

 

F-87


INDEPENDENT AUDITORS’ REPORT

To the Partners of

SCI Duncanville Hotel, Ltd.

Duncanville, Texas

We have audited the accompanying balance sheets of SCI Duncanville Hotel, Ltd. as of December 31, 2007 and 2006, and the related statements of operations, changes in partners’ capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SCI Duncanville Hotel, Ltd. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Novogradac & Company LLP

Cleveland, Ohio

September 23, 2008

 

F-88


SCI DUNCANVILLE HOTEL, LTD.

BALANCE SHEETS

December 31, 2007 and 2006

 

     2007     2006  
ASSETS     

PROPERTY AND EQUIPMENT

    

Land and improvements

   $ 127,868     $ 127,868  

Building and improvements

     10,696,694       10,668,978  

Furniture, fixtures and equipment

     2,579,115       2,525,958  
                
     13,403,677       13,322,804  

Less accumulated depreciation

     (2,086,136 )     (1,348,155 )
                
     11,317,541       11,974,649  

OTHER ASSETS

    

Cash and cash equivalents:

    

Operations

     836,347       1,116,775  

Reserve for furniture, fixtures and equipment

     311,264       118,403  

Insurance escrow

     1,804       —    

Accounts receivable

     144,204       61,656  

Prepaid expenses

     67,231       93,954  

Deferred charges, net

     262,403       226,006  
                

Total other assets

     1,623,253       1,616,794  
                

TOTAL ASSETS

   $ 12,940,794     $ 13,591,443  
                
LIABILITIES AND PARTNERS’ CAPITAL     

LIABILITIES

    

Accounts payable—trade

   $ 35,310     $ 102,647  

Accrued expenses:

    

Interest

     48,386       22,666  

Operating expenses

     210,305       174,925  

Real estate and other taxes

     —         234,149  

Sales and occupancy taxes

     37,056       39,694  

Developer fee

     —         500,000  

Technical service fee

     —         75,000  

Deposits

     42,410       49,330  

Note payable

     —         142,987  

Mortgage note payable

     14,106,669       10,961,641  
                

Total liabilities

     14,480,136       12,303,039  

PARTNERS’ CAPITAL

     (1,539,342 )     1,288,404  
                

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 12,940,794     $ 13,591,443  
                

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

 

F-89


SCI DUNCANVILLE HOTEL, LTD.

STATEMENTS OF OPERATIONS

For the years ended December 31, 2007 and 2006

 

     2007     2006  

REVENUES

    

Rooms

   $ 3,805,876     $ 3,400,914  

Food and beverage

     1,436,914       1,292,468  

Telephone

     11,704       11,749  

Ancillary income

     179,261       146,801  
                
     5,433,755       4,851,932  

DEPARTMENTAL EXPENSES

    

Rooms

     789,225       745,605  

Food and beverage

     789,260       709,285  

Telephone

     28,381       29,533  

Ancillary services

     123,113       90,714  
                
     1,729,979       1,575,137  
                

DEPARTMENTAL INCOME

     3,703,776       3,276,795  

UNDISTRIBUTED OPERATING EXPENSES

    

Marketing and advertising

     488,482       450,518  

General and administrative

     407,744       352,958  

Energy costs

     274,796       312,904  

Repairs and maintenance

     309,432       221,031  

Franchise fees

     162,928       136,504  

Management fees

     271,681       242,544  
                
     1,915,063       1,716,459  
                

OPERATING INCOME

     1,788,713       1,560,336  

FIXED EXPENSES

    

Property insurance

     23,133       23,386  

Property and other taxes

     234,451       249,288  

Interest

     1,090,988       814,708  

Depreciation and amortization

     931,623       949,686  
                
     2,280,195       2,037,068  
                

LOSS BEFORE OTHER INCOME (EXPENSE)

     (491,482 )     (476,732 )

OTHER INCOME (EXPENSE)

    

Interest

     37,637       20,903  

Other income

     875       1,958  

Function space rent

     260,248       222,065  

Partnership

     (18,046 )     (5,494 )
                
     280,714       239,432  
                

NET LOSS

   $ (210,768 )   $ (237,300 )
                

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

 

F-90


SCI DUNCANVILLE HOTEL, LTD.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the years ended December 31, 2007 and 2006

 

BALANCE—JANUARY 1, 2006

   $ 1,525,704  

Net loss

     (237,300 )
        

BALANCE—DECEMBER 31, 2006

     1,288,404  

Distributions

     (2,616,978 )

Net loss

     (210,768 )
        

BALANCE—DECEMBER 31, 2007

   $ (1,539,342 )
        

 

 

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

 

F-91


SCI DUNCANVILLE HOTEL, LTD.

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2007 and 2006

 

     2007     2006  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net loss

   $ (210,768 )   $ (237,300 )

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     931,623       949,686  

Changes in operating assets and liabilities:

    

Increase in accounts receivable, net

     (82,548 )     (5,629 )

(Increase) decrease in prepaid expenses

     26,723       (28,623 )

(Decrease) increase in accounts payable—trade

     (67,337 )     44,446  

(Decrease) increase in accrued expenses

     (750,687 )     219,825  

Decrease in deposits

     (6,920 )     (20,125 )
                

Total adjustments

     50,854       1,159,580  
                

Net cash provided by operating activities

     (159,914 )     922,280  

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchases of property and equipment

     (80,873 )     (121,272 )

CASH FLOWS FROM FINANCING ACTIVITIES

    

Payment of accounts payable—construction

     —         (517,454 )

Payment of deferred charges

     (230,039 )     —    

Payments on note payable

     (142,987 )     (34,734 )

Proceeds from mortgage note payable

     14,200,000       327,118  

Payments on mortgage note payable

     (11,054,972 )     —    

Distributions

     (2,616,978 )     —    
                

Net cash provided by (used in) financing activities

     155,024       (225,070 )
                

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     (85,763 )     575,938  

CASH AND CASH EQUIVALENTS—BEGINNING OF YEAR

     1,235,178       659,240  
                

CASH AND CASH EQUIVALENTS—END OF YEAR

     1,149,415       1,235,178  

LESS RESTRICTED CASH AND CASH EQUIVALENTS

    

Reserve for furniture, fixtures and equipment

     (311,264 )     (118,403 )

Insurance escrow

     (1,804 )     —    
                

Total restricted cash and cash equivalents

     (313,068 )     (118,403 )
                

UNRESTRICTED CASH AND CASH EQUIVALENTS—END OF YEAR

   $ 836,347     $ 1,116,775  
                

 

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

 

F-92


SCI DUNCANVILLE HOTEL, LTD.

STATEMENTS OF CASH FLOWS (CONTINUED)

For the years ended December 31, 2007 and 2006

 

     2007    2006

Supplemental disclosure of cash flow information:

     

Cash paid for interest

   $ 1,065,268    $ 813,310
             

Supplemental disclosure of non-cash financing activities:

     

Write off of deferred costs

   $ 229,051    $ —  
             

 

 

 

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

 

F-93


SCI DUNCANVILLE HOTEL, LTD.

NOTES TO FINANCIAL STATEMENTS

December 31, 2007 and 2006

1. General

SCI Duncanville, Ltd. (the “Partnership”), a Texas limited partnership, was formed in September 2005 to own and operate a hotel under the franchise of Hilton Hotel. The 142-room Hilton Garden Inn Hotel (the “Hotel”) located in Duncanville, Texas, began operations in September 2005.

On August 1, 2008, Apple Nine Hospitality Ownership, Inc., a Virginia corporation, entered into a contract with SCI Duncanville, Ltd. to acquire the Hotel.

The accompanying financial statements have been prepared for the purpose of enabling Apple Nine Hospitality Ownership, Inc. to comply with certain requirements of the Securities and Exchange Commission.

2. Summary of significant accounting policies and nature of operations

Accounting method

The Partnership prepares its financial statements on the accrual basis of accounting consistent with accounting principles generally accepted in the United States of America.

Accounts receivable

Accounts receivable represents unbilled hotel guest charges for guests staying at the hotel as of the end of the year and corporate account customer charges from various times throughout the year. The Partnership estimates an allowance for doubtful accounts based on historical activity. As of December 31, 2007 and 2006, the allowance for doubtful accounts was $2,709 and $8,703, respectively.

Advertising costs

Advertising costs are expensed when incurred. Advertising expense for the years ended December 31, 2007 and 2006, was $98,140 and $113,581, respectively, which is included in marketing and advertising expense in the accompanying statements of operations.

Allocation

Income, loss and cash flow are allocated in accordance with the terms of the Partnership Agreement.

Cash and cash equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less at the date of acquisition.

Concentration of credit risk

The Partnership deposits its cash in financial institutions. At times, the account balances may exceed the institution’s federally insured limits. The Partnership has not experienced any losses in such accounts.

 

F-94


Deferred charges

Capitalized loan costs are amortized on the straight-line method over the life of the mortgage. The license fee is amortized over the life of the agreement. Amortization expense for the years ended December 31, 2007 and 2006, was $37,123 and $48,510, respectively.

 

     2007     2006  

Capitalized loan costs

   $ 230,039     $ 229,051  

License fee

     54,000       54,000  
                
     284,039       283,051  

Less: accumulated amortization

     (21,636 )     (57,045 )
                

Deferred charges, net

   $ 262,403     $ 226,006  
                

Economic concentrations

The Partnership operates one hotel in Duncanville, Texas. Future operations could be affected by changes in economic or other conditions in that geographical area or by changes in the travel and tourism industry.

Impairment of long-lived assets

The Partnership reviews its long-lived assets for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived assets are considered to be impaired, the impairment to be recognized is measured at the amount the asset exceeds the fair value as determined from an appraisal, discounted cash flows analysis, or other valuation technique. There were no impairment losses recognized during 2007 and 2006.

Income taxes

The Partnership is not taxed directly on its income, rather the respective items of income or expense are reported by the partners on their individual returns; therefore, no provision for income taxes is provided for in these financial statements.

Organizational and start-up costs

Organizational and start-up costs are expensed in the year incurred.

Property and equipment

Property and equipment are recorded at cost. Depreciation is computed on the straight-line basis and other accelerated methods over the estimated useful lives as follows:

 

Building and improvements

   15 to 39 years

Furniture, fixtures and equipment

   5 to 7 years

Furniture, fixtures and equipment consist primarily of room furniture, fixtures, kitchen equipment, computer equipment, and operating equipment. Operating equipment consists of primarily of china, glassware, silverware, pots and pans, and linen.

 

F-95


Depreciation expense for the years ended December 31, 2007 and 2006, was $737,981 and $901,176, respectively.

Maintenance and repairs are charged against income as incurred and major improvements that significantly extend the useful life of property and equipment are capitalized.

Costs directly associated with the acquisition, development, and construction of the Hotel are capitalized. Such costs include interest, property taxes, insurance, pre-acquisition expenditures, and other direct costs incurred during the construction period.

Revenue recognition

For financial reporting, the Partnership recognizes income on the accrual method of accounting. Under this method, revenue is recognized when services are performed. Revenue from advance deposits are deferred and included in income when the services to which they relate are delivered.

Restricted cash

Pursuant to the note agreements, the Partnership is required to maintain certain cash reserves for the replacement of and additions to furniture, fixtures and equipment and an insurance escrow. The unexpended reserve, classified as reserve for furniture, fixtures and equipment on the accompanying balance sheets, totaled $141,041 and $-0- as of December 31, 2007 and 2006, respectively. The insurance escrow on the accompanying balance sheets totaled $1,804 and $-0- as of December 31, 2007 and 2006, respectively. In addition, management maintains an additional reserve for the future replacement of furniture, fixtures and equipment, the balance of which was $170,223 and $118,403, as of December 31, 2007 and 2006, respectively and is included in the reserve for furniture, fixtures and equipment on the accompanying balance sheets.

Use of estimates

The preparation of 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 reported period. Actual results could differ from those estimates.

3. Mortgage note payable

In June 2004, the Partnership entered into first and second mortgage note agreements for $10,865,095 and $120,000, respectively with Town North Bank, N.A. In December 2005, the Partnership entered into Loan Renewal, Extension and Modification Agreements whereby the terms of each note were modified. The notes were secured by a first mortgage, the assignment of revenues and the personal guarantee of an affiliate of certain members of the General Partner.

The terms of the modified agreements were as follows:

 

Original amount

   $ 10,985,095  

Original date

     December 2005  

Maturity date

     December 2009  

Interest rate

       (1)

Current monthly payment

     Interest only (1)

Balance at December 31, 2006

   $ 10,961,641  

 

(1)

Commencing on December 22, 2005 until December 22, 2006, the loan required monthly payments of interest only on the outstanding unpaid principal balance at a 7.25% annual rate. Thereafter, the loans are

 

F-96


 

payable in monthly installments of principal and interest based on a twenty year amortization schedule. The interest rate on the loans was equal to a fixed rate of prime and determined on each anniversary date of the agreement for the subsequent twelve month period. On December 22, 2006, the interest rate was adjusted to 8.25%.

On May 1, 2007, the Partnership obtained a new mortgage from Nomura Credit & Capital, Inc. in the amount of $14,200,000, whose proceeds were used to pay the Partnership’s original first and second mortgage loans with Town North Bank, N.A. The note is secured by a first mortgage, the assignment of leases and rents, the Cash Management Agreement and required reserves as defined in the loan agreement.

The terms of the mortgage note is as follows:

 

Original amount

   $ 14,200,000  

Original date

     May 2007  

Maturity date

     May 2017  

Interest rate

     5.88 %

Current monthly payment

   $ 84,044  

Balance at December 31, 2007

   $ 14,106,669  

The annual principal payment requirement for the next five years is as follows:

 

2008

   $ 169,800

2009

     182,600

2010

     193,800

2011

     205,700

2012

     21,600

Thereafter

     13,333,169
      
   $ 14,106,669
      

4. Note payable

The Partnership entered into a loan agreement with Town North Bank, N.A in June 2004. The note was secured by a personal property and the personal guarantee of an affiliate of certain members of the General Partner. The note was repaid in 2007 with the proceeds of the mortgage note with Nomura Credit & Capital, Inc. The balance of the note as of December 31, 2007 and 2006 was $-0- and $142,987, respectively. The terms of the note were as follows:

 

Original amount

   $ 194,643  

Original date

     June 2005  

Maturity date

     July 2010  

Interest rate

     7.25 %

Current monthly payment

   $ 3,887  

5. Related party transactions

Developer fee

The General Partner and Second Century Investments, an affiliate of the General Partner, is to be paid a fee of $600,000 for services rendered in structuring, negotiating and developing the project. The Partnership paid $100,000 of the fee during construction. The balance of the fee is payable to the General Partner and Second

 

F-97


Century Investments from sale or refinancing proceeds. Included in accrued expenses on the accompanying balance sheets as of December 31, 2007 and 2006 was $-0- and $500,000, respectively. During 2007, the balance of the fee of $500,000 was paid with the proceeds of the mortgage note with Nomura Credit & Capital, Inc. The fee has been capitalized into the cost of the building.

Management fee

The Partnership has contracted with a related corporation, Gateway Hospitality Group, Inc., an affiliate of the General Partner, to provide management services for a fee of 4% of revenue. In addition, an affiliate of the General Partner is paid 1% of revenue for management services. Total management fees of $271,681 and $242,544 have been expensed for 2007 and 2006, respectively, under the above-mentioned management contract.

Technical service fee

The partnership has contracted with a related corporation, Gateway Hospitality Group, Inc., an affiliate of the General Partner, to provide technical services for a fee of $150,000. Included in accrued expenses at December 31, 2007 and 2006 is $-0- and $75,000, respectively, of the unpaid balance of this fee. The fee has been capitalized to the cost of the building.

Rental under operating lease

The operations of the Partnership include leasing of the Hotel’s Conference Center to the City of Duncanville, Texas, under a Function Space License Agreement. The lease is an operating lease expiring August 2015. Terms of the lease require monthly rent equal to 100% of the Hotel Occupancy Tax throughout the lease term.

6. License agreement

The Partnership entered into a 20-year license agreement in June 2003 with Hiltons Inns, Inc., which commenced in September 2005. The agreement allows the Partnership to operate the hotel under the Hilton Garden Inn name. The Partnership paid a $54,000 license fee, which is capitalized and amortized over the life of the agreement. The agreement requires the payment of a monthly franchise fee and a monthly program fee of 4% and 4.3%, respectively, of gross room revenues, as defined in the license agreement. The monthly program fee is subject to change, however, increases will not exceed 5% of gross room revenues. For the years ended December 31, 2007 and 2006, franchise fees totaled $162,928 and $136,504, respectively. Program fees of $162,843 and $147,106 were incurred during 2007 and 2006, respectively. Program fees are included in rooms expense and marketing and advertising on the accompanying statements of operations.

7. Retirement plan

The Partnership maintains a 401(k) retirement plan for its employees. There were no partnership contributions made to this plan for the year ended December 31, 2007 and 2006.

8. Contingencies

Second Century Investment (“SCI”), an affiliate of the General Partner, entered into an agreement with Duncanville Community and Economic Development Corporation (“DCEDC”) whereby DCEDC will receive a payment of 10% of the net proceeds of a sale, refinancing or exchange as defined in the Net Proceeds Agreement as additional consideration for the sale of the property by DCEDC to SCI. There were no payments required under this agreement in during 2007 and 2006.

 

F-98


SCI DUNCANVILLE HOTEL, LTD.

BALANCE SHEETS (UNAUDITED)

June 30, 2008 and 2007

 

     2008     2007  
ASSETS     

PROPERTY AND EQUIPMENT

    

Land and improvements

   $ 127,868     $ 127,868  

Building and improvements

     10,696,694       10,674,373  

Furniture, fixtures and equipment

     2,612,114       2,539,735  
                
     13,436,676       13,341,976  

Less accumulated depreciation

     (2,396,336 )     (1,720,155 )
                
     11,040,340       11,621,821  

OTHER ASSETS

    

Cash and cash equivalents:

    

Operations

     451,334       721,897  

Reserve for furniture, fixtures and equipment

     230,513       202,392  

Insurance escrow

     175,332       156,001  

Accounts receivable:

    

Trade, net

     95,302       78,132  

Related parties

     301,961       —    

Prepaid expenses

     75,437       88,804  

Deferred charges, net

     249,374       275,256  
                

Total other assets

     1,579,253       1,522,482  
                

TOTAL ASSETS

   $ 12,619,593     $ 13,144,303  
                
LIABILITIES AND PARTNERS’ CAPITAL     

LIABILITIES

    

Accounts payable

   $ 53,192     $ 44,418  

Accrued expenses:

    

Interest

     48,386       —    

Operating expenses

     219,330       193,278  

Real estate and other taxes

     115,878       112,500  

Sales and occupancy taxes

     51,723       54,657  

Advance deposits

     73,472       60,745  

Mortgage note payable

     14,023,026       14,187,856  
                

Total liabilities

     14,585,007       14,653,454  

PARTNERS’ CAPITAL

     (1,965,414 )     (1,509,151 )
                

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 12,619,593     $ 13,144,303  
                

 

F-99


SCI DUNCANVILLE HOTEL, LTD.

STATEMENTS OF OPERATIONS (UNAUDITED)

For the six months ended June 30, 2008 and 2007

 

     2008     2007  

REVENUES

    

Rooms

   $ 2,197,898     $ 1,958,925  

Food and beverage

     655,533       733,982  

Telephone

     6,657       6,638  

Ancillary income

     87,803       91,291  
                
     2,947,891       2,790,836  

DEPARTMENTAL EXPENSES

    

Rooms

     443,449       407,526  

Food and beverage

     365,052       384,045  

Telephone

     14,713       14,524  

Ancillary services

     60,497       60,073  
                
     883,711       866,168  
                

DEPARTMENTAL INCOME

     2,064,180       1,924,668  

UNDISTRIBUTED OPERATING EXPENSES

    

Marketing and advertising

     271,177       233,933  

General and administrative

     205,312       197,864  

Energy costs

     152,814       128,827  

Repairs and maintenance

     173,363       145,261  

Franchise fees

     113,073       78,844  

Management fees

     147,395       139,541  
                
     1,063,134       924,270  
                

OPERATING INCOME

     1,001,046       1,000,398  

FIXED EXPENSES

    

Insurance

     10,984       11,761  

Property and other taxes

     175,141       140,518  

Interest

     420,619       619,526  

Depreciation and amortization

     323,229       552,789  
                
     929,973       1,324,594  
                

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)

     71,073       (324,196 )

OTHER INCOME (EXPENSE)

    

Interest

     7,355       20,348  

Other income

     —         875  

Function space rent

     146,975       134,016  

Partnership expenses

     (1,475 )     (11,620 )
                
     152,855       143,619  
                

NET INCOME (LOSS)

   $ 223,928     $ (180,577 )
                

 

F-100


SCI DUNCANVILLE HOTEL, LTD.

STATEMENTS OF CASH FLOWS (UNAUDITED)

For the six months ended June 30, 2008 and 2007

 

     2008     2007  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income (loss)

   $ 223,928     $ (180,577 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     323,229       552,789  

Changes in operating assets and liabilities:

    

Decrease (increase) in accounts receivable - trade, net

     48,902       (16,476 )

(Increase) decrease in prepaid expenses

     (8,206 )     5,150  

Increase (decrease) in accounts payable

     17,882       (58,229 )

Increase (decrease) in accrued expenses

     139,570       (110,999 )

Increase in advance deposits

     31,062       11,415  
                

Total adjustments

     552,439       383,650  
                

Net cash provided by operating activities

     776,367       203,073  

CASH FLOWS FROM INVESTING ACTIVITIES

    

Purchases of property and equipment

     (32,999 )     (594,172 )

Increase in accounts receivable - related parties

     (301,961 )     —    
                

Net cash used in investing activities

     (334,960 )     (594,172 )

CASH FLOWS FROM FINANCING ACTIVITIES

    

Payment of deferred charges

     —         (230,039 )

Payments on note payable

     —         (142,987 )

Proceeds from mortgage note payable

     —         14,200,000  

Payments on mortgage note payable

     (83,643 )     (10,973,785 )

Distributions to partners

     (650,000 )     (2,616,978 )
                

Net cash (used in) provided by financing activities

     (733,643 )     236,211  
                

NET DECREASE IN CASH AND CASH EQUIVALENTS

     (292,236 )     (154,888 )

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

     1,149,415       1,235,178  
                

CASH AND CASH EQUIVALENTS - END OF PERIOD

     857,179       1,080,290  

LESS RESTRICTED CASH AND CASH EQUIVALENTS

    

Reserve for furniture, fixtures and equipment

     (230,513 )     (202,392 )

Insurance escrow

     (175,332 )     (156,001 )
                

Total restricted cash and cash equivalents

     (405,845 )     (358,393 )
                

UNRESTRICTED CASH AND CASH EQUIVALENTS - END OF PERIOD

   $ 451,334     $ 721,897  
                

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 420,619     $ 642,192  
                

Supplemental disclosure of non-cash financing activities:

    

Write off of deferred costs

   $ —       $ 229,051  
                

 

F-101


Apple REIT Nine, Inc.

Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2008 (unaudited)

(in thousands, except share data)

The following unaudited Pro Forma Condensed Consolidated Balance Sheet of Apple REIT Nine, Inc. gives effect to the following hotel acquisitions:

 

Franchise

  

Location

   Gross Purchase
Price (millions)
  

Actual Acquisition Date

Hilton Garden Inn

   Tucson, AZ    $ 18.4    July 31, 2008

Homewood Suites

   Charlotte, NC      5.7    September 24, 2008

Courtyard

   Santa Clarita, CA      22.7    September 24, 2008

Hampton Inn & Suites

   Allen, TX      12.5    September 26, 2008

Hilton Garden Inn

   Twinsburg, OH      17.8    October 6, 2008

Hilton Garden Inn

   Lewisville, TX      28.0    October 16, 2008

Hilton Garden Inn

   Duncanville, TX      19.5    October 21, 2008
            
   Total    $ 124.6   
            

This Pro Forma Condensed Consolidated Balance Sheet also assumes all of the hotels had been leased to our wholly-owned taxable REIT subsidiaries pursuant to master hotel lease arrangements. The hotels acquired will be managed by affiliates of Texas Western Management Partners, L.P., Dimension Development Company, McKibbon Hotel Group, Inc. and Gateway Hospitality Group, Inc. under separate management agreements.

Such pro forma information is based in part upon the historical Consolidated Balance Sheet of Apple REIT Nine, Inc. and the historical balance sheets of the hotel properties.

The following unaudited Pro Forma Condensed Consolidated Balance Sheet of Apple REIT Nine, Inc. is not necessarily indicative of what the actual financial position would have been assuming such transactions had been completed as of June 30, 2008, nor does it purport to represent the future financial position of Apple REIT Nine, Inc.

The unaudited Pro Forma Condensed Consolidated Balance Sheet should be read in conjunction with, and is qualified in its entirety by, the historical balance sheets of the acquired hotels, as included in this document.

 

F-102


Balance Sheet as of June 30, 2008 (unaudited)

(In thousands, except share data)

 

     Company
Historical
Balance Sheet
    Pro forma
Adjustments
    Total
Pro forma
 

ASSETS

      

Investment in hotel properties, net

   $ —       $ 127,853  (A)   $ 127,853  

Cash and cash equivalents

     162,579       (109,641 )(C)     52,938  

Other assets, net

     242       —         242  
                        

Total Assets

   $ 162,821     $ 18,212     $ 181,033  
                        

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Liabilities:

      

Mortgage notes payable

   $ —       $ 13,966     $ 13,966  

Accounts payable and accrued expenses

     51       4,246  (B)     4,297  
                        

Total Liabilities

     51       18,212       18,263  
                        

Preferred stock, authorized 30,000,000 shares

     —         —         —    

Series A preferred stock, no par value, authorized 400,000,000 shares

     —         —         —    

Series B convertible preferred stock, no par value, authorized 480,000 shares

     48       —         48  

Common stock, no par value, authorized 400,000,000 shares

     163,359       —         163,359  

Distributions greater than net income

     (637 )     —         (637 )
                        

Total Shareholders’ Equity

     162,770       —         162,770  
                        

Total Liabilities and Shareholders’ Equity

   $ 162,821     $ 18,212     $ 181,033  
                        

 

F-103


Notes to Pro Forma Condensed Consolidated Balance Sheet (unaudited)

 

(A) The estimated total purchase price for the 7 properties that have been purchased after June 30, 2008 consists of the following. This purchase price allocation is preliminary and subject to change.

 

(In thousands)    Tucson, AZ
Hilton
Garden Inn
    Charlotte, NC
Homewood
Suites
   Santa Clarita, CA
Courtyard
    Allen, TX
Hampton
Inn & Suites
    Twinsburg, OH
Hilton
Garden Inn
    Duncanville, TX
Hilton
Garden Inn
    Lewisville, TX
Hilton
Garden Inn
    Total
Combined
 

Purchase price per contract

   $ 18,375     $ 5,750    $ 22,700     $ 12,500     $ 17,792     $ 19,500     $ 28,000     $ 124,617  

Other closing and capitalized costs (credits) incurred

     131       92      73       112       143       98       94       743  

Acquisition fee payable to Apple Suites Realty Group (2% of purchase price per contract)

     368       115      454       250       356       390       560       2,493  
                                                               

Investment in hotel properties

     18,874       5,957      23,227       12,862       18,291       19,988       28,654       127,853  (A)

Net other assets/(liabilities) assumed

     (5 )     54      (35 )     (136 )     (167 )     (13,966 )     (3,957 )     (18,212 )(B)
                                                               

Total purchase price

   $ 18,869     $ 6,011    $ 23,192     $ 12,726     $ 18,124     $ 6,022     $ 24,697     $ 109,641  (C)
                                                               

 

(B) Represents other assets and liabilities assumed in the acquisition of the hotel including, mortgages payable, operational charges and credits and prepaid or accrued property taxes.

 

(C) Represents the reduction of cash and cash equivalents by the amount utilized to fund the acquisitions.

 

F-104


Apple REIT Nine, Inc.

Pro Forma Condensed Consolidated Statements of Operations (unaudited)

For the year ended December 31, 2007 and six months ended June 30, 2008

(in thousands, except per share data)

The following unaudited Pro Forma Condensed Consolidated Statements of Operations of Apple REIT Nine, Inc. gives effect to the following hotel acquisitions:

 

Franchise

  

Location

   Gross Purchase
Price (millions)
  

Actual Acquisition Date

Hilton Garden Inn

   Tucson, AZ    $ 18.4    July 31, 2008

Homewood Suites

   Charlotte, NC      5.7    September 24, 2008

Courtyard

   Santa Clarita, CA      22.7    September 24, 2008

Hampton Inn & Suites

   Allen, TX      12.5    September 26, 2008

Hilton Garden Inn

   Twinsburg, OH      17.8    October 6, 2008

Hilton Garden Inn

   Lewisville, TX      28.0    October 16, 2008

Hilton Garden Inn

   Duncanville, TX      19.5    October 21, 2008
            
   Total    $ 124.6   
            

These Pro Forma Condensed Consolidated Statements of Operations also assume all of the hotels had been leased to our wholly-owned taxable REIT subsidiaries pursuant to master hotel lease arrangements. The hotels acquired will be managed by affiliates of Texas Western Management Partners, L.P., Dimension Development Company, McKibbon Hotel Group, Inc. and Gateway Hospitality Group, Inc. under separate management agreements.

Such pro forma information is based in part upon the historical Consolidated Statements of Operations of Apple REIT Nine, Inc. and the historical Statements of Operations of the hotel properties.

The following unaudited Pro Forma Condensed Consolidated Statements of Operations of Apple REIT Nine, Inc. are not necessarily indicative of what the actual financial results would have been assuming such transactions had been completed on the latter of January 1, 2007, or the date the hotel began operations nor do they purport to represent the future financial results of Apple REIT Nine, Inc.

The unaudited Pro Forma Condensed Consolidated Statements of Operations should be read in conjunction with, and is qualified in its entirety by the historical Statements of Operations of the acquired hotels, as included in this document.

 

F-105


Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the six months ended June 30, 2008

(In thousands, except per share data)

 

     Company
Historical
Statement
of
Operations
    Tucson,
AZ
Hilton
Garden
Inn (A)
    Charlotte
Lakeside
Hotel, L.P.
Charlotte,
NC
Homewood
Suites (A)
    Santa
Clarita,
CA
Courtyard
(A)
    Allen Stacy
Hotel, Ltd.
Allen, TX
Hampton
Inn &
Suites (A)
   RSV
Twinsburg
Hotel, Ltd.
Twinsburg,
OH Hilton
Garden
Inn (A)
   SCI
Duncanville
Hotel, Ltd.
Duncanville,
TX Hilton
Garden Inn
(A)
   SCI
Lewisville
Hotel,
Ltd.
Lewisville,
TX Hilton
Garden
Inn (A)
    Pro forma
Adjustments
    Total
Pro
forma

Revenue:

                       

Room revenue

   $ —       $ 944     $ 1,026     $ 1,759     $ 1,604    $ 1,794    $ 2,198    $ 2,208     $ —       $ 11,533

Other revenue

     —         158       19       217       55      731      897      1,084       —         3,161
                                                                           

Total revenue

     —         1,102       1,045       1,976       1,659      2,525      3,095      3,292       —         14,694
                                                                           

Expenses:

                       

Operating expenses

     —         356       646       811       690      1,330      1,482      1,606       —         6,921

General and administrative

     111       364       207       373       115      199      205      268       500  (B)     2,342

Management and franchise fees

     —         111       93       176       114      216      260      199       —         1,169

Taxes, insurance and other

     —         76       60       159       131      144      186      172       —         928

Depreciation of real estate owned

     —         275       238       546       266      234      323      685       (2,567 )(C)     1,867
                        1,867  (D)  

Interest, net

     (385 )     284       623       556       282      306      415      571       (2,177 )(E)     475
                                                                           

Total expenses

     (274 )     1,466       1,867       2,621       1,598      2,429      2,871      3,501       (2,377 )     13,702

Gain on debt cancellation

     —         —         (1,711 )     —         —        —        —        —         1,711  (E)     —  

Income tax expense

     —         —         —         —         —        —        —        —         —    (G)     —  
                                                                           

Net income (loss)

   $ 274     $ (364 )   $ 889     $ (645 )   $ 61    $ 96    $ 224    $ (209 )   $ 666     $ 992
                                                                           

Basic and diluted earnings per common share

   $ 0.09                        $ 0.09
                                 

Weighted average common shares outstanding—basic and diluted

     3,196                        8,128 (F)     11,324
                                       

 

F-106


Pro Forma Condensed Consolidated Statement of Operations (unaudited)

For the year ended December 31, 2007

(In thousands, except per share data)

 

     Company
Historical
Statement
of
Operations
    Charlotte
Lakeside
Hotel, L.P.
Charlotte,
NC
Homewood
Suites (A)
    Santa
Clarita,
CA
Courtyard
(A)
    Allen Stacy
Hotel, Ltd.
Allen, TX
Hampton
Inn &
Suites (A)
   RSV
Twinsburg
Hotel, Ltd.
Twinsburg,
OH Hilton
Garden
Inn (A)
   SCI
Duncanville
Hotel, Ltd.
Duncanville,
TX Hilton
Garden Inn
(A)
    SCI
Lewisville
Hotel,
Ltd.
Lewisville,
TX Hilton
Garden
Inn (A)
    Pro forma
Adjustments
    Total
Pro
forma

Revenue:

                    

Room revenue

   $ —       $ 2,735     $ 2,019     $ 2,873    $ 3,565    $ 3,806     $ 1,198     $ —     $ 16,196

Other revenue

     —         55       310       106      1,637      1,888       652       —         4,648
                                                                    

Total revenue

     —         2,790       2,329       2,979      5,202      5,694       1,850       —         20,844
                                                                    

Expenses

                    

Operating expenses

     —         1,501       1,091       1,213      2,626      2,802       1,107       —         10,340

General and administrative

     15       460       464       220      416      408       195       900  (B)     3,078

Management and franchise fees

     —         248       205       204      439      435       100       —         1,631

Taxes, insurance and other

     —         115       169       195      263      258       122       —         1,122

Depreciation of real estate owned

     —         448       867       551      446      932       1,099       (4,343 )(C)     2,600
                     2,600  (D)  

Interest, net

     2       47       612       587      612      1,070       690       (2,795 )(E)     825
                                                                    

Total expenses

     17       2,819       3,408       2,970      4,802      5,905       3,313       (3,638 )     19,596

Income tax expense

     —         —         —         —        —        —         —         —    (G)     —  
                                                                    

Net income (loss)

   $ (17 )   $ (29 )   $ (1,079 )   $ 9    $ 400    $ (211 )   $ (1,463 )   $ 3,638     $ 1,248
                                                                    

Basic and diluted earnings per common share

   $ (1,684.60 )                   $ 0.16
                              

Weighted average common shares outstanding—basic and diluted

     —                       7,653 (F)     7,653
                                    

 

F-107


Notes to Pro Forma Condensed Consolidated Statements of Operations (unaudited):

 

(A) Represents results of operations for the hotels on a pro forma basis as if the hotels were owned by the Company at January 1, 2007 for the respective period prior to acquisition by the Company. The Company was initially formed on November 9, 2007, and had no operations prior to that date. Additionally, three properties began operations subsequent to January 1, 2007 and had limited historical operational activity prior to their opening. These properties are as follows: Santa Clarita, California Courtyard opened in May 2007, Lewisville, Texas Hilton Garden Inn opened in August 2007, and Tucson, Arizona Hilton Garden Inn opened in March 2008.

 

(B) Represents adjustments to level of administrative and other costs associated with being a public company and owning additional properties, including the advisory fee, accounting and legal expenses, net of cost savings derived from owning multiple operating properties.

 

(C) Represents elimination of historical depreciation and amortization expense of the acquired properties.

 

(D) Represents the depreciation on the hotels acquired based on the purchase price allocation to depreciable property and the dates the hotels began operation. The weighted average lives of the depreciable assets are 39 years for building and seven years for furniture, fixtures and equipment (FF&E). These estimated useful lives are based on management’s knowledge of the properties and the hotel industry in general.

 

(E) Interest expense and gain on debt cancellation related to prior owner’s debt which was not assumed has been eliminated. Interest income has been adjusted for funds used to acquire properties as of January 1, 2007, or the dates the hotels began operations.

 

(F) Represents the weighted average number of shares required to be issued to generate the purchase price of each hotel, net of any debt assumed. The calculation assumes all properties were acquired on the latter of January 1, 2007, or the dates the hotels began operations.

 

(G) Estimated income tax expense of our wholly owned taxable REIT subsidiaries is zero based on the contractual agreement put in place between the Company and our lessees, based on a combined tax rate of 40% of taxable income. Based on the terms of the lease agreements, our taxable subsidiaries would have incurred a loss during these periods. No operating loss benefit has been recorded as realization is not certain.

 

F-108