424B3 1 d424b3.htm 424B3 424B3
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-147414

SUPPLEMENT NO. 11 DATED MARCH 19, 2009

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, Supplement No. 9 (which is cumulative and replaces all prior Supplements), Supplement No. 10 and this Supplement No. 11.

TABLE OF CONTENTS

 

Status of the Offering

   S – 3  

Recent Developments

   S – 4  

Acquisitions and Related Matters

   S – 5  

Summary of Contracts for Our Properties

   S – 6  

Financial and Operating Information for Our Properties

   S – 7  

Selected Financial Data

   S – 9  

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

   S – 10

Experts

   S – 20

Experience of Prior Programs

   S – 21

Index to Financial Statements

   F – 1  

Certain forward-looking statements are included in the prospectus and in each 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.

 

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“Courtyard by Marriott,” “Fairfield Inn,” “Fairfield Inn & Suites,” “TownePlace Suites,” “Marriott,” “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,” “Embassy Suites” and “Hilton Garden Inn” 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.

 

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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. We registered to sell a total of 182,251,082 units. As of February 26, 2009, 133,470,238 units remain unsold. We will offer units until April 25, 2010, unless the offering is extended, provided that the offering will be terminated if all of the units are sold before then.

As of February 26, 2009, 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

   39,257,034    $ 431,827,384    $ 388,644,646
                  

Total

   48,780,844    $ 531,827,384    $ 478,644,646
                  

Our distributions since the initial capitalization through December 31, 2008 totaled approximately $13 million 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 approximately $3.3 million. 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. In May, 2008, our Board of Directors established a policy for an annualized dividend rate of $0.88 per common share, payable in monthly distributions. We intend to continue paying dividends on a monthly basis, consistent with the annualized dividend rate established by our Board of Directors. Our Board of Directors, upon the recommendation of the Audit Committee, may amend or establish a new annualized dividend rate. 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 distributions 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.

 

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RECENT DEVELOPMENTS

Recent Purchases

On March 6, 2009, through one of our indirect wholly-owned subsidiaries, we closed on the purchase of a hotel located in Round Rock, Texas. The gross purchase price for the hotel, which contains a total of 93 guest rooms, was $11,500,000.

On March 12, 2009, through one of our indirect wholly-owned subsidiaries, we closed on the purchase of a hotel located in Panama City, Florida. The gross purchase price for the hotel, which contains a total of 95 guest rooms, was $11,600,000.

Further information about our recently purchased hotels is provided in other sections below.

Loan Assumption

The purchase contract for the hotel located in Round Rock, Texas required us to assume a loan secured by the hotel. The current outstanding principal balance of the assumed loan is $4,175,225. 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.

Source of Funds and Related Party Payments

Our recent purchases, which resulted in our ownership of two additional hotels, were funded by the proceeds from our ongoing offering of units.

We also used our offering proceeds to pay $462,000, representing 2% of the gross purchase price for our recent 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 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 the Company under the advisory agreement are included in general and administrative expenses and totaled approximately $766,000 for the year ended December 31, 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.

 

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Overview of Owned Hotels

As a result of our recent purchases, we currently own 23 hotels, which are located in the states indicated in the map below:

LOGO

ACQUISITIONS AND RELATED MATTERS

Each of our recently purchased hotels has been leased to one of our indirect 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.”

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 recently purchased hotels:

 

Hotel Location

  Franchise (a)   Hotel Owner/Lessor   Lessee   Manager

Round Rock, Texas

  Hampton Inn   Apple Nine SPE Round
Rock, Inc.
  Apple Nine Services
Round Rock, Inc.
  Vista Host, Inc. (b)

Panama City, Florida

  Hampton Inn &
Suites
  Apple Nine Hospitality
Ownership, Inc.
  Apple Nine Hospitality
Management, Inc.
  LBAM-Investor Group,
L.L.C.

 

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 and any related documents.

 

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SUMMARY OF CONTRACTS

FOR OUR PROPERTIES

Hotel Lease Agreements

Each of our recently purchased hotels is covered by a separate hotel lease agreement between the owner (one of our indirect wholly-owned subsidiaries) and the applicable lessee (another one of our indirect 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 recently purchased hotels:

 

Hotel Location

   Franchise    Annual
Base Rent
   Date of Lease
Commencement

Round Rock, Texas

   Hampton Inn    $ 960,187    March 6, 2009

Panama City, Florida

   Hampton Inn & Suites    $ 799,538    March 12, 2009

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

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 Location

 

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)
  Purchase Date

Round Rock, Texas

  Hampton Inn   93   $ 11,500,000   $ 119 - 139   $ 10,658,652   March 6, 2009

Panama City, Florida

  Hampton Inn & Suites   95     11,600,000   $ 159 - 189     9,995,450   March 12, 2009
                 
  Total   188   $ 23,100,000      
                 

 

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 Location

   Franchise    Outstanding
Principal
Balance of Loan
   Annual
Interest
Rate
  Maturity
Date

Round Rock, Texas

   Hampton Inn    $ 4,175,225    5.95%   May 2016

 

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 Location

  

Franchise

   2004     2005     2006     2007     2008  

Round Rock, Texas

   Hampton Inn      62 %     73 %     81 %     85 %     80 %

Panama City, Florida

   Hampton Inn & Suites      —         —         —         —         —    
PART B         Revenue per Available Room/Suite ($)  

Hotel Location

  

Franchise

   2004     2005     2006     2007     2008  

Round Rock, Texas

   Hampton Inn    $ 50     $ 61     $ 72     $ 81     $ 85  

Panama City, Florida

   Hampton Inn & Suites      —         —         —         —         —    

 

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 Location

  

Franchise

   Tax
Year(a)
    Real
Property
Tax Rate(b)
    Real
Property
Tax

Round Rock, Texas

   Hampton Inn    2008     2.2 %   $ 127,889

Panama City, Florida

   Hampton Inn & Suites    2008 (c)   1.0 %   $ 14,790

 

Notes for Table 4:

 

(a) Represents calendar year.
(b) Property tax rate is an aggregate figure for county, city and other local taxing authorities (to the extent applicable).
(c) The hotel property consisted of undeveloped land for a portion of the 2008 tax year, and the real property tax for 2008 is not necessarily indicative of property taxes expected for the hotel in the future.

(Remainder of Page Intentionally Left Blank)

 

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SELECTED FINANCIAL DATA

The following table sets forth selected financial data for the period November 9, 2007 (initial capitalization) through December 31, 2007 and the year ended December 31, 2008. Certain information in the table has been derived from the Company’s audited financial statements and notes thereto. This data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Supplement. During the period from the Company’s initial capitalization on November 9, 2007 to July 30, 2008, the Company owned no properties, had no revenue exclusive of interest income, and was primarily engaged in capital formation activities. Operations commenced on July 31, 2008 with the Company’s first property acquisition.

 

(in thousands except per share and statistical data)

   Year Ended
December 31, 2008
    For the period
November 9, 2007
(initial capitalization)
through December 31, 2007
 

Revenues:

    

Room revenue

   $ 9,501     $ —    

Other revenue

     2,023       —    
                

Total revenue

     11,524       —    

Expenses:

    

Hotel operating expenses

     7,422       —    

Taxes, insurance and other

     731       —    

General and administrative

     1,288       15  

Depreciation

     2,277       —    

Interest (income) expense, net

     (2,346 )     2  
                

Total expenses

     9,372       17  
                

Net income (loss)

   $ 2,152     $ (17 )
                

Per Share:

    

Net income (loss) per common share

   $ 0.14     $ (1,684.60 )

Distributions declared and paid per common share

   $ 0.51     $ —    

Weighted-average common shares outstanding—basic and diluted

     15,852       —    
                

Balance Sheet Data (at end of period):

    

Cash and cash equivalents

   $ 75,193     $ 20  

Investment in real estate, net

   $ 346,423     $ —    

Total assets

   $ 431,619     $ 337  

Notes payable

   $ 38,647     $ 151  

Shareholders’ equity

   $ 389,740     $ 31  

Net book value per share

   $ 9.50     $ —    
                

Other Data:

    

Cash Flow From (Used In):

    

Operating activities

   $ 3,317     $ (2 )

Investing activities

   $ (315,322 )   $ —    

Financing activities

   $ 387,178     $ (26 )

Number of hotels owned at end of period

     21       —    

Average Daily Rate (ADR) (a)

   $ 110     $ —    

Occupancy

     59 %     —    

Revenue Per Available Room (RevPAR) (b)

   $ 65     $ —    
                

Funds From Operations Calculation:

    

Net Income (loss)

   $ 2,152     $ (17 )

Depreciation of real estate owned

     2,277       —    
                

Funds from operations (c)

   $ 4,429     $ (17 )
                

 

(a) Total room revenue divided by number of rooms sold.
(b) ADR multiplied by occupancy percentage.
(c) Funds from operations (FFO) is defined as net income (loss) (computed in accordance with generally accepted accounting principles—GAAP) excluding gains and losses from sales of depreciable property, plus depreciation and amortization. The Company considers FFO in evaluating property acquisitions and its operating performance and believes that FFO should be considered along with, but not as an alternative to, net income and cash flows as a measure of the Company’s activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(for the year ended December 31, 2008)

General

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 owned 21 properties as of December 31, 2008 and has limited 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. The Company was initially capitalized November 9, 2007, with its first investor closing on May 14, 2008. The Company’s first hotel was acquired on July 31, 2008 with an additional 20 hotels purchased during the remainder of 2008.

Hotels Owned

The following table summarizes the location, brand, manager, gross purchase price, number of hotel rooms and date of purchase for each of the hotels the Company owned as of December 31, 2008. All dollar amounts are in thousands.

 

Location

  

Brand

  

Manager

   Gross Purchase
Price
   Rooms    Date of
Purchase

Tucson, AZ

   Hilton Garden Inn    Western    $ 18,375    125    7/31/2008

Santa Clarita, CA

   Courtyard    Dimension      22,700    140    9/24/2008

Charlotte, NC

   Homewood Suites    McKibbon      5,750    112    9/24/2008

Allen, TX

   Hampton Inn & Suites    Gateway      12,500    103    9/26/2008

Twinsburg, OH

   Hilton Garden Inn    Gateway      17,792    142    10/7/2008

Lewisville, TX

   Hilton Garden Inn    Gateway      28,000    165    10/16/2008

Duncanville, TX

   Hilton Garden Inn    Gateway      19,500    142    10/21/2008

Santa Clarita, CA

   Hampton Inn    Dimension      17,129    128    10/29/2008

Santa Clarita, CA

   Residence Inn    Dimension      16,600    90    10/29/2008

Santa Clarita, CA

   Fairfield Inn    Dimension      9,337    66    10/29/2008

Beaumont, TX

   Residence Inn    Western      16,900    133    10/29/2008

Pueblo, CO

   Hampton Inn & Suites    Dimension      8,025    81    10/31/2008

Allen, TX

   Hilton Garden Inn    Gateway      18,500    150    10/31/2008

Bristol, VA

   Courtyard    LBA      18,650    175    11/7/2008

Durham, NC

   Homewood Suites    McKibbon      19,050    122    12/4/2008

Hattiesburg, MS

   Residence Inn    LBA      9,793    84    12/11/2008

Jackson, TN

   Courtyard    Vista      15,200    94    12/16/2008

Jackson, TN

   Hampton Inn & Suites    Vista      12,600    83    12/30/2008

Pittsburgh, PA

   Hampton Inn    Vista      20,458    132    12/31/2008

Fort Lauderdale, FL

   Hampton Inn    Vista      19,290    109    12/31/2008

Frisco, TX

   Hilton Garden Inn    Western      15,050    102    12/31/2008
                    

Total

         $ 341,199    2,478   
                    

 

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The purchase price for the hotels, net of debt assumed, was funded primarily by the Company’s ongoing best-efforts offering of Units. The Company assumed approximately $34.5 million of debt secured by three of its hotel properties. In addition, the Company assumed a non-mortgage note payable of $3.8 million in connection with the Lewisville, Texas Hilton Garden Inn hotel. The following table summarizes the interest rate, maturity date and principal amount assumed associated with each note payable. All dollar amounts are in thousands.

 

Location

  

Brand

   Interest
Rate
    Maturity
Date
   Principal
Assumed

Lewisville, TX

   Hilton Garden Inn    0.00 %   12/31/2016    $ 3,750

Duncanville, TX

   Hilton Garden Inn    5.88 %   5/11/2017      13,966

Allen, TX

   Hilton Garden Inn    5.37 %   10/11/2015      10,787

Bristol, VA

   Courtyard    6.59 %   8/1/2016      9,767
              
           $ 38,270
              

The Company leases all of its hotels to its wholly-owned taxable REIT subsidiary (or a subsidiary thereof) under master hotel lease agreements. The Company also used the proceeds of its ongoing best-efforts offering to pay approximately $6.8 million, representing 2% of the gross purchase price for these hotels, as a brokerage commission to Apple Suites Realty Group, Inc. (“ASRG”), 100% owned by Glade M. Knight, the Company’s Chairman and Chief Executive Officer.

No goodwill was recorded in connection with any of the acquisitions.

Management and Franchise Agreements

Each of the Company’s hotels are operated and managed, under separate management agreements, by affiliates of one of the following companies: Dimension Development Two, LLC (“Dimension”), McKibbon Hotel Group, Inc. (“McKibbon”), Gateway Hospitality Group, Inc. (“Gateway”), LBAM-Investor Group, L.L.C. (“LBA”), Texas Western Management Partners, L.P. (“Western”) and Vista Host, Inc. (“Vista”). The agreements provide for initial terms of 1-5 years. Fees associated with the agreements generally include the payment of base management fees, incentive management fees, accounting fees, and other fees for centralized services which are allocated among all of the hotels that receive the benefit of such services. Base management fees are calculated as a percentage of gross revenues. Incentive management fees are calculated as a percentage of operating profit in excess of a priority return to the Company, as defined in the management agreements. The Company has the option to terminate the management agreements if specified performance thresholds are not satisfied. For the year ended December 31, 2008 the Company incurred approximately $441,000 in management fee expense.

Dimension, McKibbon, Gateway, LBA, Western or Vista is not affiliated with either Marriott or Hilton, and as a result, the hotels they manage were required to obtain separate franchise agreements with each respective franchisor. The Hilton franchise agreements generally provide for a term of 10 to 20 years. Fees associated with the agreements generally include the payment of royalty fees and program fees. The Marriott franchise agreements generally provide for initial terms of 13 to 20 years. Fees associated with the agreements generally include the payment of royalty fees, marketing fees, reservation fees and a communications support fee based on room revenues. For the year ended December 31, 2008 the Company incurred approximately $468,000 in franchise fee expense.

Results of Operations

During the period from the Company’s initial capitalization on November 9, 2007 to July 30, 2008, the Company owned no properties, had no revenue, exclusive of interest income and was primarily engaged in capital formation activities. During this period, the Company incurred miscellaneous start-up costs and interest expense related to an unsecured line of credit. The Company’s first investor closing under its ongoing best-efforts offering occurred on May 14, 2008 and the Company began operations on July 31, 2008 when it purchased its first hotel. During the remainder of 2008, the Company purchased an additional 20 hotel properties. As a result, a comparison of 2008 operating results to prior year results is not meaningful.

 

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Hotel performance can be influenced by many factors including local competition, local and general economic conditions in the United States and the performance of individual managers assigned to each hotel. In evaluating financial condition and operating performance, the most important matters on which the Company focuses are revenue measurements, such as average occupancy, average daily rate (“ADR”) and revenue per available room (“RevPAR”), and expenses, such as hotel operating expenses, general and administrative and other expenses as described below.

During the past several quarters, the overall weakness in the U.S. economy has had a considerable negative impact on both consumer and business travel. As a result, lodging demand in most markets in the United States has declined. The Company expects this trend to continue into 2009 and will not reverse course until general economic conditions improve. The properties owned by the Company have shown results consistent with industry and brand averages for the short period of ownership. In its acquisition process, the Company has anticipated a certain amount of decline in income from historical results; however, there can be no assurance that actual results will meet expectations.

Revenues

The Company’s principal source of revenue is hotel room revenue and other related revenue. For the year ended December 31, 2008, the Company had total revenue of $11.5 million. These revenues reflect hotel operations for the 21 hotels acquired through December 31, 2008 for their respective periods of ownership by the Company. For the period from acquisition through December 31, 2008, the hotels achieved combined average occupancy of approximately 59%, ADR of $110 and RevPAR of $65. ADR is calculated as room revenue divided by the number of rooms sold, and RevPAR is calculated as occupancy multiplied by ADR.

Expenses

Hotel operating expenses for the year ended December 31, 2008 represent the expenses related to the 21 hotels acquired through December 31, 2008 for their respective periods owned. Hotel operating expenses consist of direct room expenses, hotel administrative expense, sales and marketing expense, utilities expense, repair and maintenance expense, franchise fees and management fees. For the year ended December 31, 2008, hotel operating expenses totaled $7.4 million or 64% of total revenue.

Taxes, insurance, and other expenses for the year ended December 31, 2008 were $731,000 or 6% of total revenue.

General and administrative expense for the year ended December 31, 2008 was $1.3 million. The principal components of general and administrative expense are advisory fees, legal fees, accounting fees and reporting expense.

Depreciation expense for the year ended December 31, 2008 was $2.3 million. Depreciation expense represents expense of the Company’s 21 hotel buildings and related improvements, and associated personal property (furniture, fixtures, and equipment) for their respective periods owned.

Interest expense for the year ended December 31, 2008 was $375,000. Interest expense primarily arose from debt assumed with the acquisition of four of the Company’s hotels, and from short-term financing under a line of credit facility which was outstanding from November 14, 2007 to May 14, 2008. During 2008, the Company also recognized $2.7 million in interest income, representing interest on excess cash invested in short-term money market instruments and certificates of deposit.

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.

 

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The Company has a contract with 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 is paid to ASRG for these services. As of December 31, 2008, payments to ASRG for services under the terms of this contract have totaled approximately $6.8 million since inception, which were capitalized as a part of the purchase price of the hotels. With the adoption of Financial Accounting Standards Board Statement No. 141R in January 2009, any additional amounts incurred under this contract will be expensed.

The Company is party to an advisory agreement with Apple Nine Advisors, Inc. (“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, are 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. A9A will in turn reimburse 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 $766,000 for the year ended December 31, 2008 and $15,000 for the period November 9, 2007 (initial capitalization) through December 31, 2007.

ASRG and A9A are 100% owned by Glade M. Knight, Chairman and Chief Executive Officer of the Company.

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.

During the fourth quarter of 2008, the Company entered into a series of assignment of contracts with Apple REIT Eight, Inc. (“AR8”) to become the purchaser under three purchase contracts. The purchase contracts are for four hotels which are under construction: a Fairfield Inn & Suites and SpringHill Suites, both 200 room hotels located in Orlando, Florida, with a combined purchase price of $54.8 million, a 119 room SpringHill Suites hotel in Baton Rouge, Louisiana with a purchase price of $15.1 million and a 124 room Hampton Inn & Suites hotel in Rochester, Minnesota with a purchase price of $14.1 million. Under the terms and conditions of the contracts, AR8 assigned to the Company all of its rights and obligations under these purchase contracts. No consideration or fees was paid to AR8 for the assignment of the purchase contracts except for the reimbursement payment of the following: (i) initial deposits totaling $1.2 million made by AR8; and (ii) other costs totaling approximately $64,000 paid by AR8 to third parties. These reimbursement payments did not constitute or result in a profit for AR8.

Series B Convertible Preferred Stock

The Company has issued 480,000 Series B convertible preferred shares to Glade M. Knight, Chairman and Chief Executive Officer 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

 

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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 with A9A, 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                             

$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

 

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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). Based on equity raised through December 31, 2008, if a triggering event had occurred, expense would have ranged from $0 to $25.5 million (assumes $11 per unit fair market value).

Liquidity and Capital Resources

The following is a summary of the Company’s significant contractual obligations as of December 31, 2008:

 

          Amount of Commitments Expiring per Period

(000’s)

   Total    Less than 1
Year
   2-3 Years    4-5 Years    Over 5
Years

Property Purchase Commitments

   $ 334,058    $ 281,958    $ 52,100    $ —      $ —  

Debt (including interest of $15.1 million)

     53,255      2,529      5,059      6,809      38,858
                                  
   $ 387,313    $ 284,487    $ 57,159    $ 6,809    $ 38,858
                                  

The Company was initially capitalized on November 9, 2007, with its first investor closing on May 14, 2008. The Company’s principal source of liquidity will be cash on hand, the proceeds of its on-going best-efforts offering and the cash flow generated from properties the Company has or 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.

The Company anticipates that cash flow, and cash on hand, will be adequate to cover its operating expenses and to permit the Company to meet its anticipated liquidity requirements, including anticipated distributions to shareholders and capital improvements. The Company intends to use the proceeds from the Company’s on-going best-efforts offering, and cash on hand, to purchase income producing real estate.

 

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The Company is raising capital through a best-efforts offering of Units (each Unit consists of one common share and one Series A preferred share) by David Lerner Associates, Inc., the managing dealer, which receives selling commissions and a marketing expense allowance based on proceeds of the Units 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 December 31, 2008, an additional 31.5 million Units, at $11 per Unit, were sold, with the Company receiving proceeds, net of commissions, marketing expenses and other offering costs of approximately $310.5 million. The Company is continuing its offering at $11.00 per Unit. The Company will offer Units until April 25, 2010 unless the offering is extended, or terminated if all of the Units are sold before then.

To maintain its REIT status the Company is required to distribute at least 90% of its ordinary income. Distributions since the initial capitalization through December 31, 2008 totaled approximately $13.0 million 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 $3.3 million. 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. In May, 2008, the Company’s Board of Directors established a policy for an annualized dividend rate of $0.88 per common share, payable in monthly distributions. The Company intends to continue paying dividends on a monthly basis, consistent with the annualized dividend rate established by its Board of Directors. The Company’s Board of Directors, upon the recommendation of the Audit Committee, may amend or establish a new annualized dividend rate and may change the timing of when distributions are paid. 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.

The Company has on-going capital commitments to fund its capital improvements. The Company is required, under all of the hotel management agreements and certain loan agreements, to make available, for the repair, replacement, refurbishing of furniture, fixtures, and equipment, a percentage of gross revenues provided that such amount may be used for the Company’s capital expenditures with respect to the hotels. The Company expects that this amount will be adequate to fund required repair, replacement, and refurbishments and to maintain the Company’s hotels in a competitive condition. As of December 31, 2008, the Company held with various lenders $1.3 million in reserves for capital expenditures. The Company has six major renovations scheduled for 2009. Total capital expenditures for these hotels are anticipated to be approximately $12 million.

As of December 31, 2008, the Company had entered into outstanding contracts for the purchase of 19 additional hotels for a total purchase price of approximately $329 million. Of these 19 hotels, 15 are under construction and should be completed over the next 12 to 18 months. The other four hotels are expected to close within the next three months. The Company also has one purchase contract for land that is subject to a feasibility study for the construction of a SpringHill Suites hotel. Although the Company is working towards acquiring these hotels, there are many conditions to closing that have not yet been satisfied and there can be no assurance that closings will occur under the outstanding purchase contracts. The Company also anticipates assuming outstanding mortgage loan obligations on four of the 19 properties, representing a source of funding of approximately $29.3 million of the total purchase price of the contracts outstanding as of December 31, 2008. It is anticipated the remainder of the purchase price will be funded from proceeds of the Company’s ongoing best-efforts offering of Units and cash on hand.

 

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Subsequent Events

In January 2009, the Company declared and paid approximately $3.0 million in dividend distributions to its common shareholders, or $0.073334 per outstanding common share. The Company also closed on the issuance of 4.0 million Units through its ongoing best-efforts offering, representing gross proceeds to the Company of $44.5 million and proceeds net of selling and marketing costs of $40.0 million.

In February 2009, the Company declared and paid approximately $3.3 million in dividend distributions to its common shareholders, or $0.073334 per outstanding common share. The Company also closed on the issuance of 3.7 million Units through its ongoing best-efforts offering, representing gross proceeds to the Company of $41.0 million and proceeds net of selling and marketing costs of $36.9 million.

On January 5, 2009, the Company entered into a purchase contract for the potential acquisition of a Hampton Inn & Suites hotel in Yuma, Arizona. On February 4, 2009, this contract was terminated. The gross purchase price for the 90 room hotel was $11.3 million.

On January 6, 2009, the Company entered into a purchase contract for the potential acquisition of a Hampton Inn hotel in Holly Springs, North Carolina. The gross purchase price for the 124 room hotel is $14.9 million, and a refundable deposit of $100,000 was paid by the Company in connection with the contract. The hotel is currently under construction. The number of rooms refers to the expected number of rooms upon completion.

On January 21, 2009, the Company entered into a purchase contract for the potential purchase of approximately 500 acres of land to be used for natural gas production located on approximately 115 sites in Texas. The purchase contract is with a subsidiary of Chesapeake Energy Corporation. The total purchase price under the contract is approximately $150 million. The purchase contract also contemplates that at closing, the Company would enter into a long-term lease with a lessee that will use the land for natural gas production. A refundable deposit of $500,000 was paid by the Company in connection with this contract.

On January 29, 2009, the Company terminated a purchase contract for a hotel located in Portsmouth, New Hampshire. The hotel had a purchase price of $15.8 million, secured debt to be assumed by the Company totaling $9.7 million and contained 126 guest rooms. In connection with the termination of this contract, the initial deposit of $200,000 was repaid to the Company.

Impact of Inflation

Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects of inflation. Competitive pressures may, however, limit the operators’ ability to raise room rates. Currently the Company is not experiencing any material impact from inflation.

Business Interruption

Being in the real estate industry, the Company is exposed to natural disasters on both a local and national scale. Although management believes there is adequate insurance to cover this exposure, there can be no assurance that such events will not have a material adverse effect on the Company’s financial position or results of operations.

Seasonality

The hotel industry historically has been seasonal in nature. Seasonal variations in occupancy at the Company’s hotels may cause quarterly fluctuations in its revenues. To the extent that cash flow from operations is insufficient during any quarter, due to temporary or seasonal fluctuations in revenue, the Company expects to utilize cash on hand to make distributions.

 

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Critical Accounting Policies

The following contains a discussion of what the Company believes to be critical accounting policies. These items should be read to gain a further understanding of the principles used to prepare the Company’s financial statements. These principles include application of judgment; therefore, changes in judgments may have a significant impact on the Company’s reported results of operations and financial condition.

Capitalization Policy

The Company considers expenditures to be capital in nature based on the following criteria: (1) for a single asset, the cost must be at least $500, including all normal and necessary costs to place the asset in service, and the useful life must be at least one year; (2) for group purchases of 10 or more identical assets, the unit cost for each asset must be at least $50, including all normal and necessary costs to place the asset in service, and the useful life must be at least one year; (3) for major repairs to buildings, the repair must be at least $2,500 and the useful life of the asset must be substantially extended.

Impairment Losses Policy

The Company records impairment losses on hotel properties used in operations if indicators of impairment are present, and the sum of the undiscounted cash flows estimated to be generated by the respective properties is less than the properties’ carrying amounts. Impairment losses are measured as the difference between the asset’s fair value less cost to sell, and its carrying value. No impairment losses have been recorded to date.

Investment Policy

The purchase price of real estate properties acquired is allocated to the various components, such as land, buildings and improvements, intangible assets and in-place leases as appropriate, in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”. The purchase price is allocated based on the fair value of each component at the time of acquisition. Generally, the Company does not acquire real estate assets that have significant in-place leases as lease terms for hotel properties are very short term in nature. The Company has not allocated any purchase price to intangible assets such as management contracts and franchise agreements as such contracts are generally at current market rates and any other value attributable to these contracts are not considered material.

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 or financial position.

In February 2007, FASB issued Statement 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

 

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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 was 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 December 2007, FASB issued Statement No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R revises Statement 141, Business Combinations, by requiring an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This method replaces the cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. A significant change included in SFAS 141R is the requirement that costs incurred to effect an acquisition must be accounted for separately as expenses. These costs were previously capitalized as part of the cost of the acquisition. Another significant change is the requirement that pre-acquisition contingencies be recognized at fair value as of the date of acquisition if it is more likely than not that they will meet the definition of an asset or liability. SFAS 141R will be adopted by the Company in the first quarter of 2009. The adoption of this standard will have a material impact on the results of operations for the Company when it acquires real estate properties. In addition to other acquisition related costs, the Company will be required to expense the commission paid to ASRG. As of December 31, 2008, the Company had $380,000 in transaction costs related to outstanding contracts for the purchase of 19 hotel properties and other potential property acquisitions. These costs were recorded as deferred acquisition costs and included in other assets in the Company’s consolidated balance sheet as of December 31, 2008. In accordance with SFAS 141R, these costs will be expensed on January 1, 2009. If this statement had been effective for 2008, the Company would have recorded approximately $8.6 million in transaction costs in its consolidated statement of operations for the year ended December 31, 2008.

In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of Accounting Research Bulletin No. 51 (“SFAS 160”). SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. The Statement also requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income. SFAS 160 will be adopted by the Company in the first quarter of 2009. The adoption of the statement is not anticipated to have a material impact on the Company’s results of operations or financial position.

In March 2008, FASB issued Statement 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.

 

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EXPERTS

Set forth below are the audited consolidated financial statements of the Company as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year ended December 31, 2008 and for the period November 9, 2007 (initial capitalization) through December 31, 2007. These financial statements have been included herein in reliance on the report, also set forth below, of Ernst & Young LLP, an independent registered public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.

 

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EXPERIENCE OF PRIOR PROGRAMS

The tables following this introduction set forth information with respect to certain of the prior real estate programs sponsored by Glade M. Knight, who is sometimes referred to as the “prior program sponsor.” These tables provide information for use in evaluating the programs, the results of the operations of the programs, and compensation paid by the programs. Information in the tables is current as of December 31, 2008. The tables are furnished solely to provide prospective investors with information concerning the past performance of entities formed by Glade M. Knight. Regulatory filings and annual reports of Cornerstone, Apple REIT Eight, Apple REIT Seven, Apple REIT Six, Apple Hospitality Five and Apple Hospitality Two will be provided upon request for no cost (except for exhibits, for which there is a minimal charge). In addition, Table VI of this Supplement contains detailed information on the property acquisitions of Apple REIT Six, Apple REIT Seven and Apple REIT Eight and is available without charge upon request of any investor or prospective investor. Please send all requests to Apple REIT Nine, Inc., 814 East Main Street, Richmond, VA 23219, Attn: Kelly Clarke; telephone: 804-344-8121.

In the five years ending December 31, 2008, Glade M. Knight sponsored only Cornerstone, Apple Hospitality Two, Apple Hospitality Five, Apple REIT Six, Apple REIT Seven and Apple REIT Eight, which have investment objectives similar to ours. Cornerstone, Apple Hospitality Two, Apple Hospitality Five, Apple REIT Six, Apple REIT Seven and Apple REIT Eight were formed to invest in existing residential rental properties and/or extended-stay and select-service hotels and possibly other properties for the purpose of providing regular monthly or quarterly distributions to shareholders and the possibility of long-term appreciation in the value of properties and shares.

On May 23, 2007, Apple Hospitality Two merged with and into an affiliate managed by ING Clarion Partners, LLC. Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of February 15, 2007, upon the completion of the merger, the separate corporate existence of Apple Hospitality Two ceased. Each shareholder of Apple Hospitality Two received approximately $11.20 for each outstanding unit (consisting of one common share together with one Series A preferred share).

On October 5, 2007, Apple Hospitality Five merged with and into a subsidiary of Inland American Real Estate Trust, Inc. Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of July 25, 2007, upon the completion of the merger, the separate corporate existence of Apple Hospitality Five ceased. Each shareholder of Apple Hospitality Five received approximately $14.05 for each outstanding unit (consisting of one common share together with one Series A preferred share).

The information in the following tables should not be considered as indicative of our capitalization or operations. Also past performance of prior programs is not necessarily indicative of our future results. Purchasers of units offered by our offering will not have any interest in the entities referred to in the following tables or in any of the properties owned by those entities as a result of the acquisition of Units in us.

See, “Apple Nine Advisors and Apple Suites Realty—Prior Performance of Programs Sponsored by Glade M. Knight” in the prospectus for additional information on certain prior real estate programs sponsored by Mr. Knight, including a description of the investment objectives which are deemed by Mr. Knight to be similar and dissimilar to those of the Company.

The following tables use certain financial terms. The following paragraphs briefly describe the meanings of these terms.

 

  •  

“Acquisition Costs” means fees related to the purchase of property, cash down payments, acquisition fees, and legal and other costs related to property acquisitions.

 

  •  

“Cash Generated From Operations” means the excess (or the deficiency in the case of a negative number) of operating cash receipts, including interest on investments, over operating cash expenditures, including debt service payments.

 

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  •  

“GAAP” refers to “Generally Accepted Accounting Principles” in the United States.

 

  •  

“Recapture” means the portion of taxable income from property sales or other dispositions that is taxed as ordinary income.

 

  •  

“Reserves” refers to offering proceeds designated for repairs and renovations to properties and offering proceeds not committed for expenditure and held for potential unforeseen cash requirements.

 

  •  

“Return of Capital” refers to distributions to investors in excess of net income.

 

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TABLE I: EXPERIENCE IN RAISING AND INVESTING FUNDS

Table I presents a summary of the funds raised and the use of those funds by Apple REIT Eight, Apple REIT Seven and Apple REIT Six, whose investment objectives are similar to those of Apple REIT Nine, and whose offering closed or was in progress within the three years ending December 31, 2008.

 

     Apple REIT
Eight
    Apple REIT
Seven
    Apple REIT
Six
 

Dollar Amount Offered

   $ 1,000,000,000     $ 1,000,000,000     $ 1,000,000,000  

Dollar Amount Raised

     1,000,000,000       1,000,000,000       1,000,000,000  

LESS OFFERING EXPENSES:

      

Selling Commissions and Discounts

     10.00 %     10.00 %     10.00 %

Organizational Expenses

     0.15 %     0.19 %     0.21 %

Other

     0.00 %     0.00 %     0.00 %

Reserves

     0.50 %     0.50 %     0.50 %

Percent Available from Investment

     89.35 %     89.31 %     89.29 %

ACQUISITION COSTS:

      

Prepaid items and fees to purchase property (1)

     87.35 %     87.31 %     87.29 %

Cash down payment

     0.00 %     0.00 %     0.00 %

Acquisition fees (2)

     2.00 %     2.00 %     2.00 %

Other

     0.00 %     0.00 %     0.00 %

Total Acquisition Costs

     89.35 %     89.31 %     89.29 %

Percentage Leverage (excluding unsecured debt)

     12.89 %     11.06 %     7.00 %

Date Offering Began

     July 2007       March 2006       April 2004  

Length of offering (in months)

     9       17       23  

Months to invest 90% of amount available for investment (measured from beginning of offering)

     11       22       21  

 

(1) This line item includes the contracted purchase price plus any additional closing costs such as transfer taxes, title insurance and legal fees.
(2) Substantially all of the acquisition fees were paid to the sponsor or affiliates of the sponsor. The acquisition fees include real estate commissions paid on the acquisition.

Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results.

Purchasers of Units in our offering will own no interest in these prior programs.

 

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TABLE II: COMPENSATION TO SPONSOR AND ITS AFFILIATES

Table II summarizes the compensation paid to the Prior Program Sponsor and its Affiliates, and employee cost reimbursements to related entities (i) by programs organized by it and closed within three years ended December 31, 2008, and (ii) by all other programs during the three years ended December 31, 2008.

 

    Apple REIT
Eight
  Apple REIT
Seven
  Apple REIT
Six
  Apple
Hospitality Five (4)
  Apple
Hospitality Two (3)
 

Date offering commenced

    July 2007     March 2006     April 2004     January 2003     May 2001  

Dollar amount raised

  $ 1,000,000,000   $ 1,000,000,000   $ 1,000,000,000   $ 500,000,000   $ 300,000,000  

Amounts Paid to Prior Program Sponsor from Proceeds of Offering:

         

Acquisition fees

    —       —       —       —       —    

Real Estate commission

    19,011,000     18,032,000     16,906,642     8,200,000     8,247,000  

Advisory Fees (2)

    1,114,000     2,854,000     8,145,000     3,315,000     749,000  

Other

    —       —       —       —       —    

Employee payroll and benefits (5)

    1,871,000     3,155,000     5,532,000     2,754,135     4,378,624  

Cash generated from operations before deducting payments to Prior Program Sponsor

    46,391,000     126,994,000     299,914,000     167,383,000     203,609,000  

Management and Accounting Fees

    —       —       —       —       —    

Reimbursements

    —       —       —       —       423,000  

Leasing Fees

    —       —       —       —       —    

Other Fees

    —       —       —       —       15,700,000 (1)

There have been no fees from property sales or refinancings.

 

(1) Effective January 31, 2003, Apple Hospitality Two acquired all shares of Apple Suites Advisors (previously owned by Mr. Glade Knight). As a result of this transaction, Mr. Knight received $2 million in cash and a note due in 2007 in the amount of $3.5 million. Additionally as the result of this transaction, Apple Hospitality Two’s Series B Preferred Shares were converted into approximately 1.3 million Series C Preferred Shares. The Series C Preferred Shares were valued at $10.2 million.
(2) Effective February 1, 2003, Apple Hospitality Five advisory fees and related expenses were paid to Apple Hospitality Two.
(3) On May 23, 2007, Apple Hospitality Two merged with and into an affiliate managed by ING Clarion Partners, LLC.
(4) On October 5, 2007, Apple Hospitality Five merged with and into a subsidiary of Inland American Real Estate Trust, Inc.
(5) Represents payroll and benefits expenses either directly incurred, or reimbursements to, Apple Fund Management (a subsidiary of Apple REIT Six and indirectly controlled by the Prior Performance Sponsor) or a prior related REIT organized and indirectly controlled by the Prior Program Sponsor.

Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results.

Purchasers of Units in our offering will own no interest in these prior programs.

 

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TABLE III: OPERATING RESULTS OF PRIOR PROGRAMS*

Table III presents a summary of the annual operating results for Apple REIT Eight, Apple REIT Seven, Apple REIT Six and Apple Hospitality Five, whose offerings closed or were in progress in the five year period ending December 31, 2008. Apple Hospitality Five merged with and into a subsidiary of Inland American Real Estate Trust, Inc. on October 5, 2007, therefore no results are presented for the year ended December 31, 2007. Table III is shown on both an income tax basis as well as in accordance with generally accepted accounting principles, the only significant difference being the methods of calculating depreciation.

 

    2008 Apple
REIT
Eight
    2008 Apple
REIT

Seven
    2008 Apple
REIT

Six
    2007 Apple
REIT
Eight
    2007 Apple
REIT

Seven
    2007 Apple
REIT

Six
    2006 Apple
REIT

Seven
    2006 Apple
REIT

Six
    2006 Apple
Hospitality
Five
    2005 Apple
REIT

Six
    2005 Apple
Hospitality
Five
    2004 Apple
REIT

Six
    2004 Apple
Hospitality
Five
 

Gross revenues

  $ 133,284,000     $ 214,291,000     $ 264,302,000     $ 1,485,000     $ 138,564,000     $ 257,934,000     $ 20,345,000     $ 235,875,000     $ 125,369,000     $ 101,790,000     $ 109,413,000     $ 14,435,000     $ 90,260,000  

Profit on sale of properties

    —         —         —         —         —         —         —         —         —         —         —         —         —    

Less: Operating expenses

    95,047,000       144,028,000       173,098,000       2,097,000       89,338,000       165,059,000       15,689,000       154,424,000       78,881,000       68,733,000       71,207,000       11,623,000       59,107,000  

Interest income (expense)

    (1,928,000 )     (3,766,000 )     (1,784,000 )     6,343,000       997,000       (1,853,000 )     1,855,000       (1,809,000 )     134,000       2,126,000       127,000       328,000       421,000  

Depreciation

    22,044,000       28,434,000       30,918,000       333,000       16,990,000       27,694,000       3,073,000       25,529,000       12,856,000       11,366,000       11,187,000       1,881,000       9,452,000  

Net income (loss) GAAP basis

    14,265,000       38,063,000       58,502,000       5,398,000       33,233,000       63,328,000       3,438,000       54,113,000       33,766,000       23,817,000       27,146,000       1,259,000       22,122,000  

Taxable income

    —         —         —         —         —         —         —         —         —         —         —         —         —    

Cash generated from operations

    39,714,000       69,025,000       88,747,000       5,563,000       49,957,000       89,848,000       5,158,000       81,363,000       47,008,000       28,907,000       38,504,000       2,904,000       30,955,000  

Cash generated from sales

    —         —         —         —         —         —         —         —         —         —         —         —         —    

Cash generated from refinancing

    —         —         —         —         —         —         —         —         —         —         —         —         —    

Less: cash distributions to investors

    76,378,000       81,440,000       81,746,000       14,464,000       60,234,000       78,834,000       12,526,000       77,997,000       40,467,000       48,865,000       39,781,000       9,479,000       38,928,000  

Cash generated after cash distribution

    (36,664,000 )     (12,415,000 )     7,001,000       (8,901,000 )     (10,277,000 )     11,014,000       (7,368,000 )     3,366,000       6,541,000       (19,958,000 )     (1,277,000 )     (6,575,000 )     (7,973,000 )

Less: Special items

    —         —         —         —         —         —         —         —         —         —         —         —         —    

Cash generated after cash distributions and special items

    (36,664,000 )     (12,415,000 )     7,001,000       (8,901,000 )     (10,277,000 )     11,014,000       (7,368,000 )     3,366,000       6,541,000       (19,958,000 )     (1,277,000 )     (6,575,000 )     (7,973,000 )

Capital contributions, net

    234,054,000       20,599,000       16,325,000       679,435,000       541,410,000       13,159,000       363,640,000       78,026,000       (226,000 )     471,784,000       (2,103,000 )     333,295,000       89,836,000  

Fixed asset additions

    759,346,000       129,589,000       33,434,000       87,643,000       391,227,000       15,635,000       318,157,000       62,075,000       9,231,000       570,034,000       35,525,000       181,047,000       66,218,000  

Line of credit-change in (1)

    10,258,000       —         —         —         —         —         18,000,000       (28,000,000 )     —         28,000,000       —         —         —    

 

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TABLE III: OPERATING RESULTS OF PRIOR PROGRAMS*—(Continued)

 

    2008 Apple
REIT
Eight
    2008 Apple
REIT

Seven
    2008 Apple
REIT

Six
    2007 Apple
REIT
Eight
  2007 Apple
REIT
Seven
  2007 Apple
REIT

Six
  2006 Apple
REIT

Seven
  2006 Apple
REIT

Six
    2006 Apple
Hospitality
Five
    2005 Apple
REIT

Six
    2005 Apple
Hospitality
Five
    2004 Apple
REIT

Six
  2004 Apple
Hospitality
Five

Cash generated (2)

  (562,009,000 )   (121,828,000 )   (32,326,000 )   561,985,000   97,833,000   7,101,000   44,554,000   (9,788,000 )   (335,000 )   (106,842,000 )   (37,548,000 )   142,766,000   14,810,000

End of period cash

  —       20,609,000     935,000     562,009,000   142,437,000   33,261,000   44,604,000   26,160,000     1,082,000     35,948,000     1,082,000     142,790,000   38,630,000

Tax and distribution data per $1,000 invested

                         

Federal income tax results

                         

Ordinary income

  42     45     70     11   50   72   38   66     78     50     57     24   58

Capital gain

  —       —       —       —     —     —     —     —       —       —       —       —     —  

Cash distributions to investors
Source (on GAAP basis)

                         

Investment income

  42     45     70     11   50   72   38   66     78     50     57     24   58

Long-term capital gain

  —       —       —       —     —     —     —     —       —       —       —       —     —  

Return of capital

  38     35     12     25   30   8   22   14     4     30     23     26   22

Source (on Cash basis)

                         

Sales

  —       —       —       —     —     —     —     —       —       —       —       —     —  

Refinancings

  —       —       —       —     —     —     —     —       —       —       —       —     —  

Operations

  80     80     82     36   80   80   60   80     82     80     80     50   80

Other

  —       —       —       —     —     —     —     —       —       —       —       —     —  

Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all properties in program)

  100 %   100 %   100 %                    

 

 * Any rows not reflected from SEC Industry Guide 5 are not applicable to the programs.
(1) Amount reflects change in Company’s short term credit facilities.
(2) Amount reflects the net change in Company’s cash balance during the year.

Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results.

Purchasers of Units in our offering will own no interest in these prior programs.

 

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TABLE IV: RESULTS OF COMPLETED PROGRAMS

Table IV shows the aggregate results during the period of operation for Cornerstone Realty, Apple Suites, Apple Hospitality Two and Apple Hospitality Five, each of which completed operations within the five year period ending December 31, 2008. Cornerstone Realty merged into Colonial Properties Trust on April 1, 2005. Apple Suites merged into Apple Hospitality Two, Inc. on January 31, 2003. Apple Hospitality Two merged with and into an affiliate managed by ING Clarion Partners, LLC on May 23, 2007. Apple Hospitality Five merged with and into a subsidiary of Inland American Real Estate Trust, Inc. on October 5, 2007.

 

     Apple
Hospitality Two
   Apple
Hospitality Five
   Cornerstone
Realty (1)
   Apple
Suites (2)
 

Dollar Amount Raised

   $ 300,000,000    $ 500,000,000    $ 432,309,000    $ 125,000,000  

Number of Properties Purchased

     66      28      107      17  

Date of Closing of Offering

     11/26/02      3/18/04      12/01/01      4/17/01  

Date of First Sale of Property

     3/24/06      8/10/07      3/10/00      1/31/03  

Date of Final Sale of Property

     5/23/07      10/5/07      4/01/05      1/31/03  

Tax and Distribution Data per $1,000 Investment through:

           

Federal Income Tax Results:

           

Ordinary income (loss)

           

- from operations

   $ 429    $ 235    $ 688    $ 193  

- from recapture/return capital

   $ 1,000    $ 1,000    $ 407    $ 205  

Capital Gain (loss)

   $ 288    $ 426    $ 28    $ —    

Deferred Gain

           

- Capital

   $ —      $ —      $ —      $ —    

- Ordinary

   $ —      $ —      $ —      $ —    

Cash Distributions to Investors

   $ 1,717    $ 1,661    $ 1,123    $ 398 (3)

Source (on GAAP basis)

           

- Investment income

   $ 717    $ 661    $ 716    $ 193  

- Return of Capital

   $ 1,000    $ 1,000    $ 407    $ 205  

Source (on cash basis)

           

- Sales

   $ 1,120    $ 1,277    $ 7    $ —    

- Refinancing

   $ —      $ —      $ —      $ —    

- Operations

   $ 597    $ 384    $ 1,116    $ 398  

- Other

   $ —      $ —      $ —      $ —    

Receivable on Net Purchase Money Financing

   $ —      $ —      $ —      $ —    

 

(1) Merged into a subsidiary of Colonial Properties Trust on April 1, 2005. In connection with the merger, the aggregate value of the stock consideration issued by Colonial Properties Trust was approximately $595 million.
(2) Merged into a subsidiary of Apple Hospitality Two, Inc. on January 31, 2003.
(3) Non-cash consideration (stock) was received by the shareholders of Apple Suites.

Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results. Purchasers of Units in our offering will own no interest in these prior programs.

 

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TABLE V: SALES OR DISPOSALS OF PROPERTIES

On July 23, 1999, Apple Residential merged with Cornerstone. Prior to the merger, Apple Residential owned 29 apartment communities containing 7,503 apartment homes. The aggregate purchase price of these apartment communities was $311 million. In addition, Apple Residential’s debt of approximately $32 million was assumed by Cornerstone.

On January 31, 2003, Apple Suites, Inc. merged into a subsidiary of Apple Hospitality Two. Prior to the merger, Apple Suites owned 17 extended-stay hotels.

On April 1, 2005, Cornerstone merged into a subsidiary of Colonial Properties Trust. Prior to the merger, Cornerstone owned 87 apartment communities.

On May 23, 2007, Apple Hospitality Two merged with and into an affiliate managed by ING Clarion Partners, LLC. Prior to the merger, Apple Hospitality Two owned 63 hotels.

On October 5, 2007, Apple Hospitality Five merged with and into a subsidiary of Inland American Real Estate Trust, Inc. Prior to the merger, Apple Hospitality Five owned 27 hotels.

Selling Price, Net of Closing Costs and GAAP Adjustments

 

Property

  Date
Acquired
  Date
of Sale
  Cash
Received
Net of
Closing
Costs
  Mortgage
Balance at
Time of
Sale
  Purchase
Money
Mortgage
Taken
Back by
Program
  Adjustments
Resulting
from
Application
of GAAP
  Total   Original
Mortgage
Financing
  Total
Acquisition
Cost, Capital
Improvements,
Closing and
Soft Costs
  Total   Excess
(Deficiency) of
Property
Operating
Cash Receipts
Over Cash
Expenditures
 
Sale of 2 Cornerstone apartment communities from January 1, 2004 through April 1, 2005 (date of merger into subsidiary of Colonial  Properties Trust):  

Arbors at

Windsor Lake

  Jan-97   Jul-04   $ 10,500,000   —     —     —     $ 10,500,000   —     $ 12,327,274   $ 12,327,274          (1)

Stone Ridge

  Dec-93   Jul-04     5,500,000   —     —     —       5,500,000   —       6,688,548     6,688,548          (1)
                                     
      $ 16,000,000         $ 16,000,000     $ 19,015,822   $ 19,015,822  
                                     
Sale of two hotels in 2006 Apple Hospitality Two, Inc.  

Charlotte

  Aug 02   Mar 06   $ 3,700,000   —     —     —     $ 3,700,000   —     $ 5,833,000   $ 5,833,000   $ 452,000  

Spartanburg

  Aug 02   Mar 06     1,900,000   —     —     —       1,900,000   —       3,202,000     3,202,000     343,000  
                                           
      $ 5,600,000         $ 5,600,000     $ 9,035,000   $ 9,035,000   $ 795,000  
                                           

Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results.

Purchasers of Units in our offering will own no interest in these prior programs.

 

(1) Information is not available to the registrant. The information would have been transferred to Colonial Properties Trust (which was not and is not an affiliate of ours or of Cornerstone), which acquired through merger all of the properties (including certain books and records) of Cornerstone in April 2005, or the purchasers of these specific properties (which were not and are not affiliates of us or of Cornerstone). The registrant contacted an appropriate officer of Colonial Properties Trust regarding this information and was told that the information was not held by Colonial Properties Trust. In addition, the registrant contacted an appropriate former officer of Cornerstone as to the location of these purchasers and was told that these purchasers were no longer in existence. The registrant has also been unable to locate such purchasers independently.

 

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TABLE VI: ACQUISITIONS OF PROPERTIES BY PROGRAMS

The following is a summary of acquisitions by Apple REIT Eight, Apple REIT Seven and Apple REIT Six at December 31, 2008, each of which acquired hotels, which are named according to their location and franchise (as shown below). Purchasers of our units will not have any interest in these properties.

Apple REIT Six

(dollars in thousands)

 

City

 

State

 

Brand

  Encumbrances   Initial
Investment
  Total
Investment
  Date of
Construction
  Date
Acquired
  # of
Rooms

Birmingham

  Alabama   Fairfield Inn   $ —     $ 2,411   $ 2,529   1995   Aug-05   63

Dothan

  Alabama   Courtyard     —       8,412     8,703   1996   Aug-05   78

Dothan

  Alabama   Hampton Inn & Suites     —       8,971     9,022   2004   Jun-05   85

Huntsville

  Alabama   Fairfield Inn     2,831     5,319     5,454   1999   Sep-05   79

Huntsville

  Alabama   Residence Inn     —       8,579     8,942   2002   Jun-05   78

Montgomery

  Alabama   SpringHill Suites     3,538     7,290     7,466   1998   Sep-05   79

Tuscaloosa

  Alabama   Courtyard     —       7,953     8,235   1996   Aug-05   78

Tuscaloosa

  Alabama   Fairfield Inn     —       4,240     4,396   1996   Aug-05   63

Anchorage

  Alaska   Hampton Inn     —       11,721     13,752   1997   Mar-05   101

Anchorage

  Alaska   Hilton Garden Inn     —       19,018     19,425   2002   Oct-04   125

Anchorage

  Alaska   Homewood Suites     —       12,849     12,938   2004   Oct-04   122

Phoenix

  Arizona   Hampton Inn     —       6,630     7,441   1998   Oct-04   99

Tempe

  Arizona   SpringHill Suites     —       8,329     8,441   1998   Jun-05   121

Tempe

  Arizona   TownePlace Suites     —       8,395     8,518   1998   Jun-05   119

Arcadia

  California   Hilton Garden Inn     —       11,913     14,138   1999   Oct-04   124

Arcadia

  California   SpringHill Suites     —       8,092     8,898   1999   Oct-04   86

Bakersfield

  California   Hilton Garden Inn     —       11,731     11,940   2004   Mar-05   120

Folsom

  California   Hilton Garden Inn     —       18,510     19,683   1999   Nov-05   100

Foothill Ranch

  California   Hampton Inn     4,195     7,555     8,382   1998   Apr-05   84

Lake Forest

  California   Hilton Garden Inn     —       10,966     11,186   2004   Oct-04   103

Milpitas

  California   Hilton Garden Inn     —       19,099     21,003   1999   Nov-05   161

Roseville

  California   Hilton Garden Inn     —       21,299     22,878   1999   Nov-05   131

San Francisco

  California   Hilton Garden Inn     —       11,552     13,600   1999   Jan-06   169

Boulder

  Colorado   Marriott     —       30,891     33,009   1997   May-05   157

Glendale

  Colorado   Hampton Inn & Suites     5,732     14,862     16,110   1999   Oct-04   133

Lakewood

  Colorado   Hampton Inn     —       10,598     11,062   2003   Oct-04   170

Farmington

  Connecticut   Courtyard     —       17,228     17,229   2005   Oct-05   119

Rocky Hill

  Connecticut   Residence Inn     —       12,756     12,759   2005   Aug-05   96

Wallingford

  Connecticut   Homewood Suites     —       13,491     13,631   2005   Jul-05   104

Clearwater

  Florida   SpringHill Suites     —       7,214     7,214   2006   Feb-06   79

Lake Mary

  Florida   Courtyard     —       6,258     7,783   1995   Mar-05   86

Lakeland

  Florida   Residence Inn     —       10,219     11,446   2001   Jun-05   78

Orange Park

  Florida   Fairfield Inn     3,006     7,834     8,011   1998   Nov-05   83

Panama City

  Florida   Courtyard     —       9,624     9,669   2006   Mar-06   84

Pensacola

  Florida   Courtyard     —       11,914     12,267   1997   Aug-05   90

Pensacola

  Florida   Fairfield Inn     —       5,173     5,325   1995   Aug-05   63

Pensacola

  Florida   Hampton Inn & Suites     —       9,602     9,609   2005   Jul-05   85

Tallahassee

  Florida   Hilton Garden Inn     —       11,233     11,911   1997   Mar-05   99

Albany

  Georgia   Courtyard     —       8,911     8,984   2004   Jun-05   84

Columbus

  Georgia   Residence Inn     —       8,184     8,278   2003   Jun-05   78

Savannah

  Georgia   SpringHill Suites     2,866     5,792     5,957   1999   Sep-05   79

Valdosta

  Georgia   Courtyard     —       8,565     8,764   2002   Oct-05   84

Mt. Olive

  New Jersey   Residence Inn     —       12,741     12,763   2005   Sep-05   123

 

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Table of Contents

City

 

State

 

Brand

  Encumbrances   Initial
Investment
  Total
Investment
  Date of
Construction
  Date
Acquired
  # of
Rooms

Somerset

  New Jersey   Homewood Suites     —       18,614     18,734   2005   Aug-05   123

Saratoga Springs

  New York   Hilton Garden Inn     —       18,284     19,725   1999   Sep-05   112

Roanoke Rapids

  North Carolina   Hilton Garden Inn     —       18,171     18,171   2008   Mar-08   147

Hillsboro

  Oregon   Courtyard     6,325     11,363     11,481   1996   Mar-06   155

Hillsboro

  Oregon   Residence Inn     —       15,960     16,156   1994   Mar-06   122

Hillsboro

  Oregon   TownePlace Suites     —       11,865     13,088   1999   Dec-05   136

Portland

  Oregon   Residence Inn     —       43,087     46,292   2001   Dec-05   258

Pittsburgh

  Pennsylvania   Residence Inn     —       11,428     13,001   1998   Sep-05   156

Myrtle Beach

  South Carolina   Courtyard     —       9,488     10,524   1999   Jun-04   135

Nashville

  Tennessee   Homewood Suites     —       8,347     8,861   1999   May-05   121

Arlington

  Texas   SpringHill Suites     —       7,771     7,851   1998   Jun-05   122

Arlington

  Texas   TownePlace Suites     —       7,406     7,535   1999   Jun-05   95

Dallas

  Texas   SpringHill Suites     —       20,109     20,573   1997   Dec-05   147

Fort Worth

  Texas   Homewood Suites     —       9,362     10,379   1999   May-05   137

Fort Worth

  Texas   Residence Inn     —       17,459     17,475   2005   May-05   149

Fort Worth

  Texas   SpringHill Suites     —       13,744     13,797   2004   May-04   145

Laredo

  Texas   Homewood Suites     —       10,899     10,947   2005   Nov-05   106

Laredo

  Texas   Residence Inn     —       11,871     11,890   2005   Sep-05   109

Las Colinas

  Texas   TownePlace Suites     —       7,461     7,571   1998   Jun-05   136

McAllen

  Texas   Hilton Garden Inn     —       9,321     9,943   2000   Jul-05   104

Fredericksburg

  Virginia   Hilton Garden Inn     —       17,184     17,277   2005   Dec-05   148

Richmond

  Virginia   Corporate Office     —       1,419     4,984   1893   Jun-04   N/A

Kent

  Washington   TownePlace Suites     —       12,562     13,939   1999   Dec-05   152

Mukilteo

  Washington   TownePlace Suites     —       12,560     13,759   1999   Dec-05   128

Redmond

  Washington   Marriott     —       65,672     66,698   2004   Jul-04   262

Renton

  Washington   Hilton Garden Inn     —       15,951     17,809   1998   Nov-05   150

Deposits on Construction in Progress

    —       —       257      
                             
      $ 28,493   $ 871,282   $ 917,468       7,897
                             

Apple REIT Seven

(dollars in thousands)

 

City

 

State

 

Brand

  Encumbrances   Initial
Investment
  Total
Investment
  Date of
Construction
  Date
Acquired
  # of
Rooms

Montgomery

  AL   Homewood Suites   $ —     $ 11,010   $ 11,155   2004   Aug-06   91

Montgomery

  AL   Hilton Garden Inn     —       10,725     11,116   2003   Aug-06   97

Troy

  AL   Hampton Inn     —       6,369     6,465   2003   Aug-06   82

Auburn

  AL   Hilton Garden Inn     —       10,522     11,768   2001   Aug-06   101

Huntsville

  AL   Hilton Garden Inn     —       10,627     10,665   2005   Aug-06   101

Huntsville

  AL   Homewood Suites     —       11,981     11,993   2006   Oct-06   107

Prattville

  AL   Courtyard     —       9,577     9,579   2007   Apr-07   84

Dothan

  AL   Fairfield Inn     —       4,813     4,832   1993   May-07   63

Trussville

  AL   Courtyard     —       9,832     9,832   2007   Oct-07   84

Huntsville

  AL   TownePlace Suites     —       9,188     9,190   2007   Dec-07   86

Dothan

  AL   Residence Inn     —       9,960     9,960   2008   Apr-08   84

Tucson

  AZ   Residence Inn     —       16,958     16,958   2008   Jan-08   124

San Diego

  CA   Hilton Garden Inn     —       35,366     35,782   2004   May-06   200

Rancho Bernardo

  CA   Courtyard     —       36,940     37,073   1987   Dec-06   210

Agoura Hills

  CA   Homewood Suites     —       25,945     25,947   2007   May-07   125

San Diego

  CA   Residence Inn     15,280     33,569     33,739   1999   Jun-07   121

San Diego

  CA   Hampton Inn     —       43,632     45,757   2001   Jul-07   177

Highlands Ranch

  CO   Residence Inn     11,350     19,678     20,064   1996   Feb-07   117

Highlands Ranch

  CO   Hilton Garden Inn     —       21,063     21,131   2007   Mar-07   128

Sarasota

  FL   Homewood Suites     —       14,062     14,339   2005   Sep-06   100

Miami

  FL   Homewood Suites     9,431     25,367     27,191   2000   Feb-07   159

Tallahassee

  FL   Fairfield Inn     3,368     7,112     7,193   2000   Apr-07   79

Lakeland

  FL   Courtyard     4,058     10,393     10,534   2000   Apr-07   78

Miami

  FL   Courtyard     —       15,463     15,542   2008   Sep-08   118

Columbus

  GA   Fairfield Inn     —       7,620     7,631   2003   Apr-07   79

 

S-30


Table of Contents

City

 

State

 

Brand

  Encumbrances   Initial
Investment
  Total
Investment
  Date of
Construction
  Date
Acquired
  # of
Rooms

Macon

  GA   Hilton Garden Inn     —       10,115     10,139   2007   Jun-07   101

Columbus

  GA   SpringHill Suites     —       9,957     9,957   2008   Mar-08   85

Columbus

  GA   TownePlace Suites     —       8,674     8,684   2008   May-08   86

Boise

  ID   SpringHill Suites     —       21,604     21,990   1992   Sep-07   230

New Orleans

  LA   Homewood Suites     16,476     44,086     44,860   2002   Dec-06   166

Hattiesburg

  MS   Courtyard     —       9,791     9,791   2006   Oct-06   84

Tupelo

  MS   Hampton Inn     3,883     5,264     6,312   1994   Jan-07   96

Omaha

  NE   Courtyard     12,143     22,229     24,932   1999   Nov-06   181

Cranford

  NJ   Homewood Suites     —       13,982     15,760   2000   Mar-07   108

Mahwah

  NJ   Homewood Suites     —       20,146     20,850   2001   Mar-07   110

Ronkonkoma

  NY   Hilton Garden Inn     —       27,581     28,012   2003   Dec-06   164

Cincinnati

  OH   Homewood Suites     —       7,373     7,450   2005   Dec-06   76

Memphis

  TN   Homewood Suites     —       11,469     13,332   1989   May-07   140

Houston

  TX   Residence Inn     —       14,147     14,201   2006   Apr-06   129

Brownsville

  TX   Courtyard     —       8,874     8,878   2006   Jun-06   90

Stafford

  TX   Homewood Suites     —       8,076     8,125   2006   Aug-06   78

San Antonio

  TX   TownePlace Suites     —       12,225     12,225   2007   Jun-07   106

Addison

  TX   SpringHill Suites     —       12,857     12,907   2003   Aug-07   159

San Antonio

  TX   TownePlace Suites     —       14,219     14,219   2007   Sep-07   123

El Paso

  TX   Homewood Suites     —       15,825     15,825   2008   Apr-08   114

Provo

  UT   Residence Inn     5,369     11,746     14,233   1996   Jun-07   114

Alexandria

  VA   Courtyard     —       36,842     37,409   1987   Jul-07   176

Richmond

  VA   Marriott     24,826     59,507     67,731   1984   Jan-08   401

Seattle

  WA   Residence Inn     —       60,489     67,028   1991   Sep-06   234

Vancouver

  WA   SpringHill Suites     —       16,436     16,446   2007   Jun-07   119

Kirkland

  WA   Courtyard     —       32,014     32,015   2006   Oct-07   150

Construction in Progress

    —       —       438      
                             
      $ 106,184   $ 933,300   $ 969,185       6,415
                             

Apple REIT Eight

(dollars in thousands)

 

City

 

State

 

Brand

  Encumbrances   Initial
Investment
  Total
Investment
  Date of
Construction
  Date
Acquired
  # of
Rooms

Birmingham

  AL   Homewood Suites   $ 11,738   $ 16,964   $ 17,205   2005   May-08   95

Rogers

  AR   Fairfield Inn & Suites     —       8,274     8,301   2002   February-08   99

Rogers

  AR   Residence Inn     —       12,107     12,154   2003   February-08   88

Springdale

  AR   Residence Inn     —       5,830     5,844   2001   March-08   72

Sacramento

  CA   Hilton Garden Inn     —       28,308     29,017   1999   March-08   154

Cypress

  CA   Courtyard     —       31,922     32,100   1988   April-08   180

Oceanside

  CA   Residence Inn     —       29,276     29,295   2007   May-08   125

Burbank

  CA   Residence Inn     —       51,430     51,434   2007   May-08   166

Tulare

  CA   Hampton Inn & Suites     —       10,595     10,595   2008   June-08   86

San Jose

  CA   Homewood Suites     —       22,424     22,561   1991   July-08   140

Tallahassee

  FL   Hilton Garden Inn     —       13,588     13,619   2006   January-08   85

Sanford

  FL   SpringHill Suites     —       11,542     11,566   2000   March-08   105

Tampa

  FL   TownePlace Suites     8,222     11,599     11,797   1999   June-08   95

Jacksonville

  FL   Homewood Suites     17,062     23,841     24,367   2005   June-08   119

Port Wentworth

  GA   Hampton Inn     —       11,125     11,161   1997   January-08   106

Savannah

  GA   Hilton Garden Inn     5,635     15,291     15,291   2004   July-08   105

Overland Park

  KS   SpringHill Suites     —       9,153     9,183   1999   March-08   102

Overland Park

  KS   Residence Inn     6,976     16,247     16,388   2000   April-08   120

Wichita

  KS   Courtyard     —       9,190     9,323   2000   June-08   90

Overland Park

  KS   Fairfield Inn & Suites     —       12,441     12,441   2008   August-08   110

Bowling Green

  KY   Hampton Inn     —       19,371     19,392   1989   December-07   131

Marlborough

  MA   Residence Inn     —       20,703     20,720   2006   January-08   112

Westford

  MA   Hampton Inn & Suites     —       15,692     15,692   2007   March-08   110

Westford

  MA   Residence Inn     7,092     14,940     14,965   2000   April-08   108

Annapolis

  MD   Hilton Garden Inn     —       25,782     25,786   2007   January-08   126

Kansas City

  MO   Residence Inn     11,543     17,500     17,511   1968   April-08   106

 

S-31


Table of Contents

City

 

State

 

Brand

  Encumbrances   Initial
Investment
  Total
Investment
  Date of
Construction
  Date
Acquired
  # of
Rooms

Greensboro

  NC   SpringHill Suites     —       8,297     8,317   2004   November-07   82

Matthews

  NC   Hampton Inn     —       11,214     11,490   1995   January-08   92

Dunn

  NC   Hampton Inn     —       13,087     13,135   2006   January-08   120

Concord

  NC   Hampton Inn     5,098     9,508     9,535   1996   March-08   101

Fayetteville

  NC   Residence Inn     7,141     13,238     13,243   2006   May-08   92

Winston-Salem

  NC   Courtyard     8,000     13,900     13,911   1998   May-08   122

Carolina Beach

  NC   Courtyard     —       24,884     24,885   2003   June-08   144

Wilmington

  NC   Fairfield Inn & Suites     —       15,310     15,310   2008   December-08   122

Somerset

  NJ   Courtyard     —       16,504     16,540   2001   November-07   162

New York

  NY   Not Currently Branded     —       111,870     122,469   1916   January-08   200

Tulsa

  OK   Hampton Inn & Suites     —       10,839     10,842   2007   December-07   102

Greenville

  SC   Residence Inn     6,469     9,022     9,049   1998   May-08   78

Hilton Head

  SC   Hilton Garden Inn     6,302     13,940     14,180   2001   May-08   104

Columbia

  SC   Hilton Garden Inn     11,523     21,807     21,811   2006   September-08   143

Chattanooga

  TN   Homewood Suites     —       8,899     9,068   1997   December-07   76

Texarkana

  TX   TownePlace Suites     —       9,358     9,369   2006   March-08   85

Texarkana

  TX   Courtyard     —       13,334     13,377   2003   March-08   90

Harrisonburg

  VA   Courtyard     —       23,822     23,855   1999   November-07   125

Virginia Beach

  VA   Courtyard     —       27,958     27,959   1999   June-08   141

Virginia Beach

  VA   Courtyard     —       40,875     40,876   2002   June-08   160

Charlottesville

  VA   Courtyard     —       28,757     28,758   2000   June-08   137

Suffolk

  VA   TownePlace Suites     6,579     10,362     10,362   2007   July-08   72

Suffolk

  VA   Courtyard     8,576     12,944     12,944   2007   July-08   92

Chesapeake

  VA   Marriott Full Service     —       39,637     39,637   2008   October-08   226

Tukwila

  WA   Homewood Suites     —       16,144     16,144   1991   July-08   106

Construction in Progress

    —       —       489      
                             
      $ 127,956   $ 990,645   $ 1,005,263       5,909
                             

 

S-32


Table of Contents

INDEX TO FINANCIAL STATEMENTS AND TABLES

Financial Statements of Company

Apple REIT Nine, Inc.

 

Report of Independent Registered Public Accounting Firm

   F – 2

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

   F – 3

Consolidated Statements of Operations—Year Ended December 31, 2008 and For the Period November  9, 2007 (initial capitalization) through December 31, 2007

   F – 4

Consolidated Statements of Shareholders’ Equity—Year Ended December  31, 2008 and For the Period November 9, 2007 (initial capitalization) through December 31, 2007

   F – 5

Consolidated Statements of Cash Flows—Year Ended December 31, 2008 and For the Period November  9, 2007 (initial capitalization) through December 31, 2007

   F – 6

Notes to Consolidated Financial Statements

   F – 7

 

F-1


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Apple REIT Nine, Inc.

We have audited the accompanying consolidated balance sheets of Apple REIT Nine, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year ended December 31, 2008 and for the period November 9, 2007 (initial capitalization) through December 31, 2007. Our audits also included the financial statement schedule listed in the Index at Item 15(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 Company’s internal control over financial reporting. Our audits 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 Company’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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Apple REIT Nine, Inc. at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for the year ended December 31, 2008 and for the period November 9, 2007 (initial capitalization) through December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Richmond, Virginia

March 2, 2009

 

F-2


Table of Contents

APPLE REIT NINE, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

     December 31,
2008
    December 31,
2007
 

Assets

    

Investment in real estate, net of accumulated depreciation of $2,277 and $—, respectively

   $ 346,423     $ —    

Cash and cash equivalents

     75,193       20  

Due from third party managers, net

     1,775       —    

Other assets, net

     8,228       317  
                

Total Assets

   $ 431,619     $ 337  
                

Liabilities

    

Notes payable

   $ 38,647     $ 151  

Accounts payable and accrued expenses

     3,232       155  
                

Total Liabilities

     41,879       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 41,013,517 and 10 shares, respectively

     —         —    

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

     48       48  

Common stock, no par value, authorized 400,000,000 shares; issued and outstanding 41,013,517 and 10 shares, respectively

     400,569       —    

Distributions greater than net income

     (10,877 )     (17 )
                

Total Shareholders’ Equity

     389,740       31  
                

Total Liabilities and Shareholders’ Equity

   $ 431,619     $ 337  
                

 

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007 and commenced operations on July 31, 2008.

 

F-3


Table of Contents

APPLE REIT NINE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

     Year Ended
December 31,
2008
    For the period
November 9, 2007
(initial capitalization)
through
December 31, 2007
 

Revenues:

    

Room revenue

   $ 9,501     $ —    

Other revenue

     2,023       —    
                

Total revenue

     11,524       —    

Expenses:

    

Operating expense

     3,381       —    

Hotel administrative expense

     883       —    

Sales and marketing

     1,066       —    

Utilities

     546       —    

Repair and maintenance

     637       —    

Franchise fees

     468       —    

Management fees

     441       —    

Taxes, insurance and other

     731       —    

General and administrative

     1,288       15  

Depreciation expense

     2,277       —    
                

Total expenses

     11,718       15  

Operating loss

     (194 )     (15 )

Interest income

     2,721       —    

Interest expense

     (375 )     (2 )
                

Net income (loss)

   $ 2,152     $ (17 )
                

Basic and diluted net income (loss) per common share

   $ 0.14     $ (1,684.60 )
                

Weighted average common shares outstanding—basic and diluted

     15,852       —    

Distributions declared and paid per common share

   $ 0.51     $ —    
                

 

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007 and commenced operations on July 31, 2008.

 

F-4


Table of Contents

APPLE REIT NINE, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands, except per share data)

 

     Common Stock    Class B Convertible
Preferred Stock
   Distributions
Greater Than
Net Income
    Total  
     Number of
Shares
   Amount    Number of
Shares
   Amount     

Initial capitalization November 9, 2007

   —      $ —      480    $ 48    $ —       $ 48  

Offering costs

   —        —      —        —        —         —    

Net loss

   —        —      —        —        (17 )     (17 )
                                        

Balance at December 31, 2007

   —        —      480      48      (17 )     31  

Net proceeds from the sale of common shares

   41,014      400,543    —        —        —         400,543  

Stock options granted

   —        26    —        —        —         26  

Net income

   —        —      —        —        2,152       2,152  

Cash distributions declared and paid to shareholders ($0.51 per share)

   —        —      —        —        (13,012 )     (13,012 )
                                        

Balance at December 31, 2008

   41,014    $ 400,569    480    $ 48    $ (10,877 )   $ 389,740  
                                        

 

 

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007 and commenced operations on July 31, 2008.

 

F-5


Table of Contents

APPLE REIT NINE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Year Ended
December 31, 2008
    For the period
November 9, 2007
(initial capitalization)
through
December 31, 2007
 

Cash flows from operating activities:

    

Net income (loss)

   $ 2,152     $ (17 )

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

    

Depreciation

     2,277       —    

Amortization of deferred financing costs and fair value adjustments

     10       —    

Stock option expense

     26       —    

Changes in operating assets and liabilities:

    

Increase in funds due from third party managers

     (1,680 )     —    

Decrease in other assets

     336       —    

Increase in accounts payable and accrued expenses

     196       15  
                

Net cash provided by (used in) operating activities

     3,317       (2 )
                

Cash flows used in investing activities:

    

Cash paid for the acquisition of hotel properties

     (311,052 )     —    

Deposits and other disbursements for potential acquisitions

     (4,176 )     —    

Capital improvements and other investing activities

     (94 )     —    
                

Net cash used in investing activities

     (315,322 )     —    
                

Cash flows from financing activities:

    

Net proceeds (disbursements) related to issuance of common shares

     400,779       (177 )

Distributions paid to common shareholders

     (13,012 )     —    

Payments of notes payable

     (67 )     —    

Deferred financing costs

     (371 )     —    

Borrowings from (payments on) line of credit

     (151 )     151  
                

Net cash provided by (used in) financing activities

     387,178       (26 )
                

Increase (decrease) in cash and cash equivalents

     75,173       (28 )

Cash and cash equivalents, beginning of period

     20       48  
                

Cash and cash equivalents, end of period

   $ 75,193     $ 20  
                

Supplemental information:

    

Interest paid

   $ 229     $ 2  
                

Non-cash transactions:

    

Notes payable assumed in acquisitions

   $ 38,270     $ —    
                

Other assets assumed in acquisitions

   $ 2,795     $ —    
                

Other liabilities assumed in acquisitions

   $ 3,303     $ —    
                

See accompanying notes to consolidated financial statements.

The Company was initially capitalized on November 9, 2007 and commenced operations on July 31, 2008.

 

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APPLE REIT NINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1

General Information and Summary of Significant Accounting Policies

Organization

Apple REIT Nine, Inc. together with its wholly owned subsidiaries (the “Company”) is a Virginia corporation 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 and Chief Executive Officer (see Note 4 and 7). The Company began operations on July 31, 2008 when it purchased its first hotel. The Company has no foreign operations or assets and as of December 31, 2008, its operations include only one segment. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. Although the Company has an interest in several variable interest entities through its purchase commitments, it is not the primary beneficiary and therefore does not consolidate any of these entities.

The Company intends to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. The REIT Modernization Act, effective January 1, 2001, permits real estate investment trusts to establish taxable businesses to conduct certain previously disallowed business activities. The Company has a wholly-owned taxable REIT subsidiary (or subsidiary thereof) (collectively, the “Lessee”), which leases all of the Company’s hotels.

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. As of December 31, 2008, all cash and cash equivalents were held at three institutions, Wachovia Bank, N.A., BB&T Corporation and Bank of America, N.A. Cash balances may at times exceed federal depository insurance limits.

Investment in Real Estate and Related Depreciation

Real estate is stated at cost, net of depreciation, and includes real estate brokerage commissions paid to Apple Suites Realty Group, Inc. (“ASRG”), a related party 100% owned by Glade M. Knight, Chairman and CEO of the Company. Repair and maintenance costs are expensed as incurred while significant improvements, renovations, and replacements are capitalized. Depreciation is computed using the straight-line method over estimated useful lives of the assets, which are 39 years for buildings, ten years for major improvements and three to seven years for furniture and equipment.

The Company considers expenditures to be capital in nature based on the following criteria: (1) for a single asset, the cost must be at least $500, including all normal and necessary costs to place the asset in service, and the useful life must be at least one year; (2) for group purchases of 10 or more identical assets, the unit cost for each asset must be at least $50, including all normal and necessary costs to place the asset in service, and the useful life must be at least one year; (3) for major repairs to buildings, the repair must be at least $2,500 and the useful life of the asset must be substantially extended.

The Company records impairment losses on hotel properties used in operations if indicators of impairment are present, and the undiscounted cash flows estimated to be generated by the respective properties is less than their carrying amount. Impairment losses are measured as the difference between the asset’s fair value less cost to sell, and its carrying value. No impairment losses have been recorded to date.

 

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The purchase price of real estate properties acquired is allocated to the various components, such as land, buildings and improvements, intangible assets and in-place leases as appropriate, in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”). The purchase price is allocated based on the fair value of each component at the time of acquisition. Generally, the Company does not acquire real estate assets that have in-place leases as lease terms for hotel properties are very short term in nature. Other than the leases discussed in Note 2, there has been no allocation of purchase price to intangible assets such as management contracts and franchise agreements as such contracts are generally at current market rates and any other value attributable to these contracts is not considered material.

Revenue Recognition

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

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 Units sold (see Note 4). 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 December 31, 2008, the Company had sold 41 million Units for gross proceeds of $446.4 million and proceeds net of offering costs of $400.5 million. The Company will offer Units until April 25, 2010, unless the offering is extended, or terminated if all of the Units are sold before then.

Comprehensive Income

The Company recorded no comprehensive income (loss) other than net income (loss) for the periods reported.

Earnings Per Common Share

Basic earnings per common share is computed as net income (loss) 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 year ended December 31, 2008 or for the period from November 9, 2007 (initial capitalization) through December 31, 2007. As a result, basic and dilutive outstanding shares were the same. 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 4).

Federal Income Taxes

The Company is operated as, and will elect to be taxed as, a REIT under Sections 856 to 860 of the Internal Revenue Code. Earnings and profits, which will determine the taxability of distributions to shareholders, will differ from income reported for financial reporting purposes primarily due to the differences for federal income tax purposes in the estimated useful lives used to compute depreciation. The characterization of 2008 distributions of $0.51 per share for tax purposes was 42% ordinary income and 58% return of capital (unaudited).

The Lessee, as a taxable REIT subsidiary of the Company, is subject to federal and state income taxes. The taxable REIT subsidiary incurred a loss for the year ended December 31, 2008, and therefore did not have any tax expense. No operating loss benefit has been recorded in the consolidated balance sheet since realization is

 

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uncertain. Total net operating loss carry forward for federal income tax purposes was approximately $1.3 million as of December 31, 2008. The net operating loss carry forward will expire in 2028. There are no material differences between the book and tax basis of the Company’s assets.

Sales and Marketing Costs

Sales and marketing costs are expensed when incurred. These costs represent the expense for franchise advertising and reservation systems under the terms of the hotel management and franchise agreements and general and administrative expenses that are directly attributable to advertising and promotion.

Use of Estimates

The preparation of the financial statements in conformity with 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.

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 or financial position.

In February 2007, FASB issued Statement 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 was 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 December 2007, FASB issued Statement No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R revises Statement 141, Business Combinations, by requiring an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This method replaces the cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. A significant change included in SFAS 141R is the requirement that costs incurred to effect an acquisition must be accounted for separately as expenses. These costs were previously capitalized as part of the cost of the acquisition. Another significant change is the requirement that pre-acquisition contingencies be recognized at fair value as of the date of acquisition if it is more likely than not that they will meet the definition of an asset or liability. SFAS 141R will be adopted by the Company in the first quarter of 2009. The adoption of this standard will have a material impact on the results of operations for the Company when it acquires real estate properties. In addition to other acquisition related costs, the Company will be required to expense the

 

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commission paid to ASRG. As of December 31, 2008, the Company had $380,000 in transaction costs related to outstanding contracts for the purchase of 19 hotel properties and other potential property acquisitions. These costs were recorded as deferred acquisition costs and included in other assets in the Company’s consolidated balance sheet as of December 31, 2008. In accordance with SFAS 141R, these costs will be expensed on January 1, 2009. If this statement had been effective for 2008, the Company would have recorded approximately $8.6 million in transaction costs in its consolidated statement of operations for the year ended December 31, 2008.

In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of Accounting Research Bulletin No. 51 (“SFAS 160”). SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. The Statement also requires that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income. SFAS 160 will be adopted by the Company in the first quarter of 2009. The adoption of the statement is not anticipated to have a material impact on the Company’s results of operations or financial position.

In March 2008, FASB issued Statement 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.

Note 2

Investments in Real Estate

As of December 31, 2008, the Company owned 21 hotels, all of which were purchased during 2008. The hotels are located in 11 states with an aggregate of 2,478 rooms, and consist of the following: six Hilton Garden Inn hotels, two Homewood Suites hotels, six Hampton Inn hotels, three Courtyard hotels, three Residence Inn hotels and one Fairfield Inn hotel.

Investment in real estate at December 31, 2008, consisted of the following (in thousands):

 

Land

   $ 38,549  

Building and Improvements

     289,672  

Furniture, Fixtures and Equipment

     20,479  
        
     348,700  

Less Accumulated Depreciation

     (2,277 )
        

Investment in real estate, net

   $ 346,423  
        

 

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The following table summarizes the location, brand, manager, gross purchase price, number of hotel rooms and date of purchase by the Company for each hotel. All dollar amounts are in thousands.

 

Location

  

Brand

  

Manager

   Gross Purchase
Price
   Rooms    Date of
Purchase

Tucson, AZ

   Hilton Garden Inn    Western    $ 18,375    125    7/31/2008

Santa Clarita, CA

   Courtyard    Dimension      22,700    140    9/24/2008

Charlotte, NC

   Homewood Suites    McKibbon      5,750    112    9/24/2008

Allen, TX

   Hampton Inn & Suites    Gateway      12,500    103    9/26/2008

Twinsburg, OH

   Hilton Garden Inn    Gateway      17,792    142    10/7/2008

Lewisville, TX

   Hilton Garden Inn    Gateway      28,000    165    10/16/2008

Duncanville, TX

   Hilton Garden Inn    Gateway      19,500    142    10/21/2008

Santa Clarita, CA

   Hampton Inn    Dimension      17,129    128    10/29/2008

Santa Clarita, CA

   Residence Inn    Dimension      16,600    90    10/29/2008

Santa Clarita, CA

   Fairfield Inn    Dimension      9,337    66    10/29/2008

Beaumont, TX

   Residence Inn    Western      16,900    133    10/29/2008

Pueblo, CO

   Hampton Inn & Suites    Dimension      8,025    81    10/31/2008

Allen, TX

   Hilton Garden Inn    Gateway      18,500    150    10/31/2008

Bristol, VA

   Courtyard    LBA      18,650    175    11/7/2008

Durham, NC

   Homewood Suites    McKibbon      19,050    122    12/4/2008

Hattiesburg, MS

   Residence Inn    LBA      9,793    84    12/11/2008

Jackson, TN

   Courtyard    Vista      15,200    94    12/16/2008

Jackson, TN

   Hampton Inn & Suites    Vista      12,600    83    12/30/2008

Pittsburgh, PA

   Hampton Inn    Vista      20,458    132    12/31/2008

Fort Lauderdale, FL

   Hampton Inn    Vista      19,290    109    12/31/2008

Frisco, TX

   Hilton Garden Inn    Western      15,050    102    12/31/2008
                    

Total

         $ 341,199    2,478   
                    

The purchase price for the hotels, net of debt assumed, was funded primarily by the Company’s ongoing best-efforts offering of Units. The Company assumed approximately $34.5 million of debt secured by three of its hotel properties. In addition, the Company assumed a non-mortgage note payable of $3.8 million in connection with the Lewisville, Texas Hilton Garden Inn Hotel (see Note 3). The Company leases all of its hotels to its wholly-owned taxable REIT subsidiary (or a subsidiary thereof) under master hotel lease agreements. The Company also used the proceeds of its ongoing best-efforts offering to pay approximately $6.8 million, representing 2% of the gross purchase price for these hotels, as a brokerage commission to ASRG (see Note 7) and to pay approximately $3.0 million of transaction costs, including title, legal and other related costs. These costs have been capitalized to Investment in real estate, net in the Company’s consolidated balance sheet as of December 31, 2008.

In connection with the acquisitions of the Duncanville, Texas, Allen, Texas and Lewisville, Texas Hilton Garden Inn hotels, the Company assumed agreements with the various localities for the use of the hotel’s banquet and meeting facilities. These agreements were at above market rates and as a result the Company recorded an asset of approximately $2.1 million associated with these agreements, which is included in other assets in the Company’s consolidated balance sheets. These amounts are being amortized over the remaining terms (average of approximately 8 years) of the respective agreements.

No goodwill was recorded in connection with any of the acquisitions.

 

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Note 3

Notes Payable

During 2008, the Company assumed approximately $34.5 million of debt secured by first mortgage notes on three of its hotel properties. In addition, the Company assumed a non-mortgage note payable of $3.8 million in connection with the Lewisville, Texas Hilton Garden Inn hotel. The following table summarizes the hotel, interest rate, maturity date and the principal amount assumed associated with each note payable. All dollar amounts are in thousands.

 

Location

  

Brand

   Interest
Rate
    Maturity
Date
   Principal
Assumed
   Outstanding
balance as of
December 31,
2008

Lewisville, TX

   Hilton Garden Inn    0.00 %   12/31/2016    $ 3,750    $ 3,750

Duncanville, TX

   Hilton Garden Inn    5.88 %   5/11/2017      13,966      13,937

Allen, TX

   Hilton Garden Inn    5.37 %   10/11/2015      10,787      10,759

Bristol, VA

   Courtyard    6.59 %   8/1/2016      9,767      9,757
                     
           $ 38,270    $ 38,203
                     

The aggregate amounts of principal payable under the Company’s debt obligations, for the five years subsequent to December 31, 2008 are as follows (in thousands):

 

2009

   $ 474

2010

     503

2011

     534

2012

     2,311

2013

     601

Thereafter

     33,780
      
     38,203

Fair Value Adjustment of Assumed Debt

     444
      

Total

   $ 38,647
      

A fair value adjustment was recorded upon the assumption of one above market rate mortgage loan (premium) and one below market rate unsecured loan (discount) in connection with two of the Company’s hotel acquisitions. These fair value adjustments will be amortized into interest expense over the remaining term of the related indebtedness using a method approximating the effective interest rate method. The effective interest rates on the applicable debt obligations assumed ranged from 3.9% to 6.5% at the date of assumption. The total adjustment to interest expense was $1,500 for the year ended December 31, 2008.

During 2008, the Company incurred loan origination costs related to the assumption of the mortgage obligations on purchased hotels, totaling $371,000. Such costs are amortized over the period to maturity of the applicable mortgage loan, as an addition to interest expense. Amortization of such costs totaled $8,000 for the year ended December 31, 2008.

The fair value of the Company’s outstanding debt at December 31, 2008 was approximately $40.4 million.

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.

 

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Note 4

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 Securities and Exchange Commission on April 25, 2008. Each Unit consists of one common share and one Series A preferred share. The Company began its best-efforts offering of Units the same day the registration statement was declared effective. 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. The Offering is continuing as of the date of filing this annual report on Form 10-K. The managing underwriter is David Lerner Associates, Inc. and all of the Units are being sold for the Company’s account. The Company will offer Units until April 25, 2010, unless the offering is extended, or terminated if all of the Units are sold before then.

The Series A preferred shares have no voting rights and no conversion rights. In addition, the Series A preferred shares are not separately tradable from the common shares to which they relate. The Series A preferred shares do not have any distribution rights except a priority distribution upon the sale of the Company’s assets. The priority distribution (“Priority Distribution”) will be equal to $11.00 per Series A preferred share, and will be paid before any distribution will be made to the holders of any other shares. Upon the Priority Distribution the Series A preferred shares will have no other distribution rights.

Series B Convertible Preferred Stock

The Company has issued 480,000 Series B convertible preferred shares to Glade M. Knight, Chairman and Chief Executive Officer 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.

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 with A9A, or if the Company ceases to use ASRG to provide property acquisition and disposition services; or

 

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(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                             

$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 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). Based on equity raised through December 31, 2008, if a triggering event had occurred, expense would have ranged from $0 to $25.5 million (assumes $11 per unit fair market value).

Preferred Shares

The Company’s articles of incorporation authorize issuance of up to 30 million additional preferred shares. No preferred shares other than the Series A preferred shares and the Series B convertible preferred shares

 

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(discussed above) have been issued. The Company believes that the authorization to issue additional preferred shares benefits the Company and its shareholders by permitting flexibility in financing additional growth, giving the Company additional financing options in corporate planning and in responding to developments in business, including financing of additional acquisitions and other general corporate purposes. Having authorized preferred shares available for issuance in the future gives the Company the ability to respond to future developments and allows preferred shares to be issued without the expense and delay of a special shareholders’ meeting. At present, the Company has no specific financing or acquisition plans involving the issuance of additional preferred shares and the Company does not propose to fix the characteristics of any series of preferred shares in anticipation of issuing preferred shares other than the Series A preferred shares and Series B convertible preferred shares discussed above. The Company cannot now predict whether or to what extent, if any, additional preferred shares will be used or if so used what the characteristics of a particular series may be. The voting rights and rights to distributions of the holders of common shares will be subject to the prior rights of the holders of any subsequently-issued preferred shares. Unless otherwise required by applicable law or regulation, the preferred shares would be issuable without further authorization by holders of the common shares and on such terms and for such consideration as may be determined by the Board of Directors. The preferred shares could be issued in one or more series having varying voting rights, redemption and conversion features, distribution (including liquidating distribution) rights and preferences, and other rights, including rights of approval of specified transactions. A series of preferred shares could be given rights that are superior to rights of holders of common shares and a series having preferential distribution rights could limit common share distributions and reduce the amount holders of common shares would otherwise receive on dissolution.

Unit Redemption Program

The Company may use proceeds received from the sale of Units pursuant to its Additional Share Option Pan and Dividend Reinvestment Plan (which the Company plans to implement following the conclusion of its on-going best-efforts offering) to redeem Units. The Unit Redemption Program will not begin until May 2009, which is the expiration of one year from the initial closing of the offering. Beginning in May, shareholders may request redemption of Units for a purchase price equal to 92% of the price paid per Unit if the Units have been owned less than three years or 100% of the price paid per Unit if the Units have been owned more than three years. The maximum number of Units that may be redeemed in any given year will be three percent of the weighted average number of Units outstanding during the 12-month period immediately prior to the date of redemption. The Company reserves the right to change the purchase price of redemptions, reject any request for redemption, or otherwise amend the terms of, suspend, or terminate the Unit Redemption Program.

Note 5

Stock Option Plan

During 2008, the Company adopted a non-employee directors’ stock option plan (the “Directors’ Plan”) to provide incentives to attract and retain directors. The Directors’ Plan provides for an automatic grant of options to purchase a specified number of Units to directors, who are not employees of the Company. A Compensation Committee (“Committee”) was established to administer the Directors’ Plan. The Committee is responsible for granting Options and for establishing the exercise price of Options. Under the Directors Plan, the number of Units authorized for issuance is equal to 45,000 plus 1.8% of the number of Units sold in excess of the minimum offering of 9,523,810 Units. This plan currently relates to the initial public offering of 182,251,082 Units. Therefore, the maximum number of Units authorized under the Directors’ Plan is currently 611,815 based on the number of Units issued as of December 31, 2008.

The Directors’ Plan generally provides, among other things, that options be granted at exercise prices not lower than the market value of the Units on the date of grant. The options are 100% vested upon issuance and are exercisable six months after the date of grant and will expire 10 years from the date of grant. During 2008, the Company granted options to purchase 31,744 Units under the Directors’ Plan and recorded approximately

 

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$26,000 in compensation expense. All of the options issued have an exercise price of $11 per Unit. Activity in the Company Directors’ Plan during 2008 is summarized in the following table:

 

     2008

Outstanding, beginning of year:

     —  

Granted

     31,744

Exercised

     —  

Expired or canceled

     —  
      

Outstanding, end of year:

     31,744
      

Exercisable, end of year:

     31,744
      

The weighted-average exercise price:

   $ 11.00

Note 6

Management and Franchise Agreements

Each of the Company’s hotels are operated and managed, under separate management agreements, by affiliates of one of the following companies: Dimension Development Two, LLC (“Dimension”), McKibbon Hotel Group, Inc. (“McKibbon”), Gateway Hospitality Group, Inc. (“Gateway”), LBAM-Investor Group, L.L.C. (“LBA”), Texas Western Management Partners, L.P. (“Western”) and Vista Host, Inc. (“Vista”). The agreements provide for initial terms of 1-5 years. Fees associated with the agreements generally include the payment of base management fees, incentive management fees, accounting fees, and other fees for centralized services which are allocated among all of the hotels that receive the benefit of such services. Base management fees are calculated as a percentage of gross revenues. Incentive management fees are calculated as a percentage of operating profit in excess of a priority return to the Company, as defined in the management agreements. The Company has the option to terminate the management agreements if specified performance thresholds are not satisfied. For the year ended December 31, 2008 the Company incurred approximately $441,000 in management fee expense.

Dimension, McKibbon, Gateway, LBA, Western or Vista is not affiliated with either Marriott or Hilton, and as a result, the hotels they manage were required to obtain separate franchise agreements with each respective franchisor. The Hilton franchise agreements generally provide for a term of 10 to 20 years. Fees associated with the agreements generally include the payment of royalty fees and program fees. The Marriott franchise agreements generally provide for initial terms of 13 to 20 years. Fees associated with the agreements generally include the payment of royalty fees, marketing fees, reservation fees and a communications support fee based on room revenues. For the year ended December 31, 2008 the Company incurred approximately $468,000 in franchise fee expense.

Note 7

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 a contract with 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 is paid to ASRG for these services. As of December 31, 2008, payments to ASRG for services under the terms of this contract have totaled approximately $6.8 million since inception, which were capitalized as a part of the purchase price of the hotels.

 

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The Company is party to an advisory agreement with Apple Nine Advisors, Inc. (“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, are 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. A9A will in turn reimburse 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 $766,000 for the year ended December 31, 2008 and $15,000 for the period November 9, 2007 (initial capitalization) through December 31, 2007.

ASRG and A9A are 100% owned by Glade M. Knight, Chairman and Chief Executive Officer of the Company.

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.

During the fourth quarter of 2008, the Company entered into a series of assignment of contracts with Apple REIT Eight, Inc. (“AR8”) to become the purchaser under three purchase contracts. The purchase contracts are for four hotels which are under construction: a Fairfield Inn & Suites and SpringHill Suites, both 200 room hotels located in Orlando, Florida, with a combined purchase price of $54.8 million, a 119 room SpringHill Suites hotel in Baton Rouge, Louisiana with a purchase price of $15.1 million and a 124 room Hampton Inn & Suites hotel in Rochester, Minnesota with a purchase price of $14.1 million. Under the terms and conditions of the contracts, AR8 assigned to the Company all of its rights and obligations under these purchase contracts. No consideration or fees was paid to AR8 for the assignment of the purchase contracts except for the reimbursement payment of the following: (i) initial deposits totaling $1.2 million made by AR8; and (ii) other costs totaling approximately $64,000 paid by AR8 to third parties. These reimbursement payments did not constitute or result in a profit for AR8.

Note 8

Pro Forma Information (Unaudited)

The following unaudited pro forma information for the year ended December 31, 2008, is presented as if the acquisitions of the 21 hotels owned at December 31, 2008 had occurred on the latter of January 1, 2008 or the opening date of the hotel. The pro forma information does not purport to represent what the Company’s results of operations would actually have been if such transactions, in fact, had occurred on these applicable dates, nor does it purport to represent the results of operations for future periods. The following hotels opened during 2008: the Tucson, Arizona Hilton Garden Inn hotel opened in March 2008, the Jackson, Tennessee Courtyard hotel opened in June 2008, the Beaumont, Texas Residence Inn hotel opened in August 2008, the Hattiesburg, Mississippi Residence Inn hotel opened in December 2008 and the Frisco, Texas Hilton Garden Inn hotel opened in December 2008. Amounts are in thousands except per share.

 

     Year Ended
December 31,
2008

Hotel revenues

   $ 70,038

Net income

     10,712

Net income per share—basic and diluted

   $ 0.37

The pro forma information reflects adjustments for actual revenues and expenses of the 21 hotels acquired in 2008 for the respective period owned prior to acquisition by the Company. Net income has been adjusted as

 

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follows: (1) interest income has been adjusted to reflect the reduction in cash and cash equivalents required to fund the acquisitions; (2) interest expense related to prior owner’s debt which was not assumed has been eliminated; and (3) depreciation has been adjusted based on the Company’s basis in the hotels.

Note 9

Commitments

At of December 31, 2008, the Company had outstanding contracts for the purchase of 19 additional hotels for a total purchase price of $329 million. Of these 19 hotels, 15 are under construction and should be completed over the next 12 to 18 months. The other four hotels are expected to close within the next three months. The Company also has one purchase contract for land that is subject to a feasibility study for the construction of a SpringHill Suites hotel. Although the Company is working towards acquiring these hotels, there are many conditions to closing that have not yet been satisfied and there can be no assurance that closings will occur under the outstanding purchase contracts. The following table summarizes the location, brand, number of rooms, refundable contract deposits paid, and gross purchase price for each of the contracts. All dollar amounts are in thousands.

 

Location

  

Brand

   Rooms    Deposits
Paid
   Gross
Purchase
Price
 

Alexandria, VA

   SpringHill Suites    —      $ 200    $ 5,100 (a)

Hillsboro, OR

   Embassy Suites    165      100      32,500 (c)

Hillsboro, OR

   Hampton Inn & Suites    106      100      14,500 (c)

Clovis, CA

   Hampton Inn & Suites    86      55      11,150 (c)

Clovis, CA

   Homewood Suites    83      55      12,435 (c)

Panama City, FL

   Hampton Inn & Suites    95      200      11,600 (c)

Dothan, AL

   Hilton Garden Inn    104      5      11,601 (c)

Albany, GA

   Fairfield Inn & Suites    87      5      7,920 (c)

Panama City, FL

   TownePlace Suites    103      5      10,640 (c)

Johnson City, TN

   Courtyard    90      5      9,880 (c)

Troy, AL

   Courtyard    90      5      8,696 (c)

Houston, TX

   Marriott    206      200      51,000 (c)

Austin, TX

   Homewood Suites    97      400      17,700  

Austin, TX

   Hampton Inn    124      400      18,000  

Round Rock, TX

   Hampton Inn    93      400      11,500  

Portsmouth, NH

   Hampton Inn    126      200      15,800  

Orlando, FL

   Fairfield Inn & Suites    200      500           (b)(c)

Orlando, FL

   SpringHill Suites    200      500           (b)(c)

Baton Rouge, LA

   SpringHill Suites    119      100      15,100 (c)

Rochester, MN

   Hampton Inn & Suites    124      100      14,136 (c)
                       
      2,298    $ 3,535    $ 334,058  
                       

 

(a) The Company has a contract to purchase land only. The Company plans to complete a feasibility study for the construction of a SpringHill Suites hotel prior to purchasing the land.
(b) These two hotels are covered by the same purchase contract with a purchase price of $54.8 million.
(c) The hotels are currently under construction. The table shows the expected number of rooms upon hotel completion and the expected franchise.

Four of the hotels under contract require the Company to assume approximately $29.3 million in mortgage debt. Each of these loans provide for monthly payments of principal and interest on an amortized basis.

 

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As there can be no assurance that all conditions to closing will be satisfied, the Company includes deposits paid for hotels under contract in other assets in the Company’s consolidated balance sheets, and in deposits and other disbursements for potential acquisitions in the Company’s consolidated statements of cash flows.

Note 10

Industry Segments

The Company owns extended-stay and limited service hotel properties throughout the United States that generate rental and other property related income. The Company separately evaluates the performance of each of its hotel properties. However, because each of the hotels has similar economic characteristics, facilities, and services, the properties have been aggregated into a single operating segment. All segment disclosures are included in, or can be derived from, the Company’s consolidated financial statements.

Note 11

Quarterly Financial Data (unaudited)

The following is a summary of quarterly results of operations for the period ended December 31, 2008. Income per share for the four quarters in 2008 is non-additive in comparison to income per share for the period ended December 31, 2008 due to the timing and size of the Company’s Unit issuances.

 

(in thousands except per share data)

   First
Quarter
     Second
Quarter
   Third
Quarter
   Fourth
Quarter

Revenues

   $ —        $ —      $ 719    $ 10,805

Net income (loss)

   $ (20 )    $ 294    $ 988    $ 890

Basic and diluted net income (loss) per common share

   $ (1,985.20 )    $ 0.05    $ 0.04    $ 0.03

Distributions declared and paid per common share

   $ —        $ 0.07    $ 0.22    $ 0.22

Note 12

Subsequent Events

In January 2009, the Company declared and paid approximately $3.0 million in dividend distributions to its common shareholders, or $0.073334 per outstanding common share. The Company also closed on the issuance of 4.0 million Units through its ongoing best-efforts offering, representing gross proceeds to the Company of $44.5 million and proceeds net of selling and marketing costs of $40.0 million.

In February 2009, the Company declared and paid approximately $3.3 million in dividend distributions to its common shareholders, or $0.073334 per outstanding common share. The Company also closed on the issuance of 3.7 million Units through its ongoing best-efforts offering, representing gross proceeds to the Company of $41.0 million and proceeds net of selling and marketing costs of $36.9 million.

On January 5, 2009, the Company entered into a purchase contract for the potential acquisition of a Hampton Inn & Suites hotel in Yuma, Arizona. On February 4, 2009, this contract was terminated. The gross purchase price for the 90 room hotel was $11.3 million.

On January 6, 2009, the Company entered into a purchase contract for the potential acquisition of a Hampton Inn hotel in Holly Springs, North Carolina. The gross purchase price for the 124 room hotel is $14.9 million, and a refundable deposit of $100,000 was paid by the Company in connection with the contract. The hotel is currently under construction. The number of rooms refers to the expected number of rooms upon completion.

 

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On January 21, 2009, the Company entered into a purchase contract for the potential purchase of approximately 500 acres of land to be used for natural gas production located on approximately 115 sites in Texas. The purchase contract is with a subsidiary of Chesapeake Energy Corporation. The total purchase price under the contract is approximately $150 million. The purchase contract also contemplates that at closing, the Company would enter into a long-term lease with a lessee that will use the land for natural gas production. A refundable deposit of $500,000 was paid by the Company in connection with this contract.

On January 29, 2009, the Company terminated a purchase contract for a hotel located in Portsmouth, New Hampshire. The hotel had a purchase price of $15.8 million, secured debt to be assumed by the Company totaling $9.7 million and contained 126 guest rooms. In connection with the termination of this contract, the initial deposit of $200,000 was repaid to the Company.

 

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