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

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

SUPPLEMENT NO. 16 DATED AUGUST 20, 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. 15 (which is cumulative and replaces all prior Supplements) and this Supplement No. 16.

TABLE OF CONTENTS

 

Status of the Offering

   S-3  

Recent Developments

   S-5  

Acquisitions and Related Matters

   S-7  

Summary of Contracts for Our Properties

   S-8  

Financial and Operating Information for Our Properties

   S-9  

Selected Financial Data

   S-10

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

   S-11

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.

 

S-1


Table of Contents

“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.

 

S-2


Table of Contents

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 July 30, 2009, 110,469,664 units remained 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 July 30, 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

   62,257,608    $ 684,833,693    $ 616,350,324
                  

Total

   71,781,418    $ 784,833,693    $ 706,350,324
                  

Our distributions since the initial capitalization through June 30, 2009 totaled approximately $35.5 million of which approximately $22.6 million was used to purchase additional units under the Company’s best-efforts offering. Thus the net cash distributions were $12.9 million. Our distributions were paid at a monthly rate of $0.073334 per common share beginning in June 2008. For the same period our net cash generated from operations, from our Consolidated Statements of Cash Flows, was approximately $14.4 million which exceeded the net cash distributions.

During the initial phase of our operations, we may, due to the inherent delay between raising capital and investing that same capital in income producing real estate, have a portion of our distributions funded from offering proceeds. Our objective in setting a distribution rate is to project a rate, taking into account acquisitions and capital improvements, ramp up of new properties and varying economic cycles, that will provide consistency over the life of the program. We anticipate that we may need to utilize debt, offering proceeds and cash from operations to meet this objective. We evaluate the distribution rate on an ongoing basis and may make changes if we feel the rate is not appropriate based on available cash resources. The following table summarizes distributions made in each quarter of 2008 and 2009:

 

2008

  

Quarter 1

   $ —  

Quarter 2

     893,000

Quarter 3

     4,788,000

Quarter 4

     7,331,000
      
     13,012,000
      

2009

  

Quarter 1

     9,889,000

Quarter 2

     12,625,000
      
     22,514,000
      

Total

   $ 35,526,000
      

Due to the inherent delay between raising capital and investing that same capital in income producing real estate, we have had significant amounts of cash earning interest at short term money market rates. As a result, the difference between distributions paid and cash generated from operations has been funded from proceeds from the offering of units, and this portion of distributions is expected to be treated as a return of capital for federal income tax purposes. In May, 2008, our Board of Directors established a policy for an annualized dividend rate

 

S-3


Table of Contents

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.

For the year ended December 31, 2008, as stated in Note 1 to our consolidated financial statements for that period, 58% of distributions made to investors represented a return of capital and the remaining 42% represented ordinary income. 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, and “Our distributions to our shareholders may not be sourced from operating cash flow but from offering proceeds or indebtedness and this will decrease our distributions in the future,” on page 29 of the prospectus.

(Remainder of Page Intentionally Left Blank)

 

S-4


Table of Contents

RECENT DEVELOPMENTS

Recent Purchases

On July 31, 2009, through one of our indirect wholly-owned subsidiaries, we closed on the purchase of a hotel located in Clovis, California. The gross purchase price for the hotel, which contains a total of 86 guest rooms, was $11,150,000.

On August 3, 2009, through one of our indirect wholly-owned subsidiaries, we closed on the purchase of a hotel located in Rochester, Minnesota. The gross purchase price for the hotel, which contains a total of 124 guest rooms, was $14,136,000.

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

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 have entered into a property acquisition and disposition agreement with Apple Suites Realty Group, Inc. to acquire and dispose of our real estate assets. A fee of 2% of the gross purchase price or gross sale price in addition to certain reimbursable expenses will be payable for these services. This entity is owned by Glade M. Knight, who is one of our directors and our Chairman and Chief Executive Officer. We used our offering proceeds to pay $505,720 representing 2% of the gross purchase price for our recent hotel purchases on July 31, 2009 and August 3, 2009.

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. Apple Nine Advisors, Inc. is owned by Glade M. Knight, who is also the Chairman and Chief Executive Officer of Apple REIT Six, Inc.

David Lerner Associates, Inc., Apple Suites Realty Group, Inc. and Apple Nine Advisors, Inc. earned the compensation and expense reimbursements shown below in connection with their services from inception through the period ending June 30, 2009 relating to our offering phase, acquisition phase and operations phase.

David Lerner Associates, Inc. is not related to Apple Suites Realty Group, Inc. or Apple Nine Advisors, Inc.

As described on page 42 of the prospectus under the heading “Compensation” and as shown below, we pay certain fees and expenses as they are incurred, while others accrue and will be paid in future periods, subject in some cases to the achievement of performance criteria. We did not incur any amounts in connection with our disposition phase through June 30, 2009.

 

S-5


Table of Contents

Cumulative through June 30, 2009

 

     Incurred    Paid    Accrued

Offering Phase

        

Selling commissions paid to David Lerner Associates, Inc. in connection with the offering

   $ 54,532,000    $ 54,532,000    $ —  

Marketing expense Allowance paid to David Lerner Associates, Inc. in connection with the offering

     18,178,000      18,178,000      —  
                
     72,710,000      72,710,000   
                

Acquisition Phase

        

Acquisition commission paid to Apple Suites Realty Group, Inc.  

     11,452,000      11,452,000      —  

Operations Phase

        

Asset management fee paid to Apple Nine Advisors, Inc.  

     454,000      454,000      —  

Reimbursement of costs paid to Apple Nine Advisors, Inc.  

     1,283,000      1,283,000      —  

Overview of Owned Hotels

As a result of our recent purchases, we currently own 31 hotels, which are located in the states indicated in the map below:

LOGO

 

S-6


Table of Contents

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

Clovis, California

  Hampton Inn &
Suites
  Apple Nine Hospitality
Ownership, Inc.
  Apple Nine Hospitality
Management, Inc.
  Dimension
Development
Two, LLC

Rochester, Minnesota

  Hampton Inn &
Suites
  Apple Nine Hospitality
Ownership, Inc.
  Apple Nine Hospitality
Management, Inc.
  White Lodging
Services
Corporation

 

Note 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.

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

 

S-7


Table of Contents

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

Clovis, California

   Hampton Inn & Suites    $ 703,312    July 31, 2009

Rochester, Minnesota

   Hampton Inn & Suites      913,846    August 3, 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 indirect 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

Each of our recently purchased hotels is franchised by Hilton Hotels Corporation or one of its affiliates, and there is a franchise license agreement between the 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.

 

S-8


Table of Contents

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

Clovis, California

  Hampton Inn & Suites   86   $ 11,150,000   $ 99-139   $ 9,860,000   July 31, 2009

Rochester, Minnesota

  Hampton Inn & Suites   124     14,136,000     109-119     13,219,780   August 3, 2009
                 

Total

    210   $ 25,286,000      
                 

 

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. Operating Information

Table 2, regarding operating information, has been omitted because our recently purchased hotels did not begin operations until July 2009, and there is no historical annual operating information.

Table 3. Tax and Related Information

 

Hotel Location

  

Franchise

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

Clovis, California

   Hampton Inn & Suites    2009 (b)    1.2 %    $ 10,820 (d) 

Rochester, Minnesota

   Hampton Inn & Suites    2009 (c)    1.5 %      2,088 (d) 

 

Notes for Table 3:

(a) Property tax rate is an aggregate figure for county, city and other local taxing authorities (to the extent applicable).
(b) Represents 12-month period from July 1, 2008 through June 30, 2009.
(c) Represents a calendar year.
(d) The hotel property consisted of undeveloped land for a portion of the tax year, and the real property tax for the 2009 tax year is not necessarily indicative of property taxes expected for the hotel in the future.

 

S-9


Table of Contents

SELECTED FINANCIAL DATA

 

(in thousands except per share and statistical data)

   Six Months Ended
June 30, 2009
    Year Ended
December 31, 2008
    For the period
November 9, 2007
(initial capitalization)

through
December 31, 2007
 

Revenues:

      

Room revenue

   $ 35,832      $ 9,501      $ —     

Other revenue

     4,359        2,023        —     
                        

Total hotel revenue

     40,191        11,524        —     

Rental revenue

     5,076        —          —     
                        

Total revenue

     45,267        11,524        —     

Expenses:

      

Hotel operating expenses

     23,576        7,422        —     

Taxes, insurance and other

     3,031        731        —     

General and administrative

     1,898        1,288        15   

Acquisition related costs

     2,463        —          —     

Depreciation

     5,774        2,277        —     

Interest (income) expense, net

     628        (2,346 )      2   
                        

Total expenses

     37,370        9,372        17   
                        

Net income (loss)

   $ 7,897      $ 2,152      $ (17 ) 
                        

Per Share:

      

Net income (loss) per common share

   $ 0.15      $ 0.14      $ (1,684.60 ) 

Distributions declared and paid per common share

   $ 0.44      $ 0.51      $ —     

Weighted-average common shares outstanding—basic and diluted

     51,972        15,852        —     
                        

Balance Sheet Data (at end of period):

      

Cash and cash equivalents

   $ 88,355      $ 75,193      $ 20   

Investment in real estate, net

   $ 581,042      $ 346,423      $ —     

Total assets

   $ 690,278      $ 431,619      $ 337   

Notes payable

   $ 58,750      $ 38,647      $ 151   

Shareholders’ equity

   $ 627,430      $ 389,740      $ 31   

Net book value per share

   $ 9.43      $ 9.50      $ —     
                        

Other Data:

      

Cash Flow From (Used In):

      

Operating activities

   $ 11,092      $ 3,317      $ (2 ) 

Investing activities

   $ (227,006 )    $ (315,322 )    $ —     

Financing activities

   $ 229,076      $ 387,178      $ (26 ) 

Number of hotels owned at end of period

     27        21        —     

Average Daily Rate (ADR) (a)

   $ 111      $ 110      $ —     

Occupancy

     66 %      59 %      —     

Revenue Per Available Room (RevPAR) (b)

   $ 73      $ 65      $ —     
                        

 

(a) Total room revenue divided by number of rooms sold.
(b) ADR multiplied by occupancy percentage.

 

S-10


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(for the six months ended June 30, 2009)

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 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. Prior to the Company’s first hotel acquisition on July 31, 2008, the Company had no revenue, exclusive of interest income. As of June 30, 2009, the Company owned 27 hotels (21 of which were purchased during 2008 and six which were acquired during the first six months of 2009). Also, in April 2009, the Company purchased 417 acres of land located on 113 sites in the Ft. Worth, Texas area and simultaneously entered into a long-term, triple net lease with one of the nation’s largest producers of natural gas. Accordingly, the results of operations include only results from the date of ownership of the properties.

Hotel Operations

Although 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, performance of the hotels within their respective local markets, in general, has met the Company’s expectations for the period owned. With the significant decline in economic conditions throughout the United States, overall performance of the Company’s hotels have not met expectations. Although there is no way to predict general economic conditions, many industry analysts believe the hotel industry will continue to see revenue declines as compared to prior year for the next several quarters. 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”), revenue per available room (“RevPAR”), and expenses, such as hotel operating expenses, general and administrative and property taxes and insurance.

Hotels Owned

As noted above, the Company commenced operations in July 2008 upon the purchase of its first hotel property. 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 June 30, 2009. 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

 

S-11


Table of Contents

Location

  

Brand

  

Manager

   Gross Purchase
Price
   Rooms    Date of
Purchase

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

Round Rock, TX

   Hampton Inn    Vista      11,500    93    3/6/2009

Panama City, FL

   Hampton Inn & Suites    LBA      11,600    95    3/12/2009

Austin, TX

   Homewood Suites    Vista      17,700    97    4/14/2009

Austin, TX

   Hampton Inn    Vista      18,000    124    4/14/2009

Dothan, AL

   Hilton Garden Inn    LBA      11,601    104    6/1/2009

Troy, AL

   Courtyard    LBA      8,696    90    6/18/2009
                    

Total

         $ 420,296    3,081   
                    

Of the Company’s 27 hotels owned at June 30, 2009, six were purchased during the first six months of 2009. The total gross purchase price for these six hotels, with a total of 603 rooms, was $79.1 million. The Company also acquired during the first six months of 2009, land for the planned construction of a SpringHill Suites hotel to be completed over the next 18 months. Upon completion, it is expected that the hotel will contain approximately 152 guest rooms and will be managed by Marriott.

The purchase price for these properties, net of debt assumed, was funded primarily by the Company’s ongoing best-efforts offering of Units. The Company assumed approximately $53.8 million of debt secured by six of its hotel properties and $3.8 million of unsecured debt in connection with one of its hotel properties. The following table summarizes the hotel location, interest rate, maturity date and the principal amount assumed associated with each note payable outstanding as of June 30, 2009. All dollar amounts are in thousands.

 

Location

  

Brand

   Interest
Rate
    Maturity
Date
   Principal
Assumed
   Outstanding
balance as of
June 30, 2009

Lewisville, TX

   Hilton Garden Inn    0.00 %(1)    12/31/2016    $ 3,750    $ 3,750

Duncanville, TX

   Hilton Garden Inn    5.88 %    5/11/2017      13,966      13,846

Allen, TX

   Hilton Garden Inn    5.37 %    10/11/2015      10,787      10,672

Bristol, VA

   Courtyard    6.59 %(1)    8/1/2016      9,767      9,698

Round Rock, TX

   Hampton Inn    5.95 %    5/1/2016      4,175      4,154

Austin, TX

   Homewood Suites    5.99 %(1)    3/1/2016      7,556      7,529

Austin, TX

   Hampton Inn    5.95 %(1)    3/1/2016      7,553      7,527
                     
           $ 57,554    $ 57,176
                     

 

(1) At acquisition, the Company adjusted the interest rates on these loans to market rates and is amortizing the adjustments to interest expense over the life of the loan.

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 $8.5 million, representing 2% of the gross purchase price for these properties, as a brokerage commission to Apple Suites Realty Group, Inc. (“ASRG”), 100% owned by Glade M. Knight, the Company’s Chairman and Chief Executive.

 

S-12


Table of Contents

Land Acquisition and Lease

On April 7, 2009, the Company completed the preliminary closing with a subsidiary of Chesapeake Energy Corporation under the terms of the purchase and sale contract dated January 21, 2009, as amended, for the purchase of approximately 417 acres of land located on 113 sites in the Ft. Worth, Texas area. The purchase price for the land was approximately $147 million. The preliminary closing provides equitable title to the Company. The recorded fee simple title will be completed and conveyed to the Company by the final closing date, which is the earlier of November 30, 2009 or the completion of platting each of the 113 sites with the relevant governmental localities. Each of the 113 individual sites is between approximately two and eleven acres in size. Simultaneous with the preliminary closing, the Company entered into a ground lease for this land (the “Lease”). The Lease is with a subsidiary of Chesapeake Energy Corporation, Chesapeake Operating, Inc. (the “Tenant”). Chesapeake Energy Corporation is a guarantor of the Lease. The Lease has an initial term of 40 years with five renewal options of five years each, and annual rent ranging from approximately $15.5 million to $27.4 million with the average annual rent over the initial term being $21.8 million. Payments under the Lease are required to be made monthly in advance. Currently, the Tenant is using over 40% of the sites for natural gas production and anticipates using the remaining land for natural gas production. Under the Lease, the Tenant is responsible for all operating costs associated with the land including, maintenance, insurance, property taxes, environmental, zoning, permitting, etc. and the Tenant is required to maintain the land in good condition. During the term of the Lease, the Tenant has the option to purchase up to 30 sites (no more than 10 producing natural gas) for $1.4 million per site in years 1-5 of the Lease and $1.9 million for the remainder of the Lease. For any sites purchased, the annual rent will be reduced proportionately to the remaining sites.

The purchase price for the 417 acres of land was funded primarily by the Company’s ongoing best-efforts offering of Units. The Company also used the proceeds of its ongoing best-efforts offering to pay approximately $2.9 million, representing 2% of the gross purchase price, as a brokerage commission to ASRG. The Company capitalized the commission as well as other closing costs of $1.1 million as part of the acquisition cost of the land. The Company has preliminarily recorded the purchase price and associated costs to land on the Company’s consolidated balance sheets. The Company is in the process of obtaining an independent valuation of each site and will finalize its purchase price allocation upon completion of these valuations.

Results of Operations

The following is a summary of Company’s consolidated financial results for the three and six months ended June 30, 2009:

 

(in thousands)

   Three months
ended
June 30, 2009
    Six months
ended
June 30, 2009
 

Revenues:

    

Hotel revenue

   $ 21,508      $ 40,191   

Rental revenue

     5,076        5,076   

Expenses:

    

Hotel direct expenses

     12,390        23,576   

Taxes, insurance and other expense

     1,686        3,031   

General and administrative expenses

     1,059        1,898   

Acquisition related costs

     1,435        2,463   

Depreciation

     3,122        5,774   

Interest income (expense), net

     (545 )      (628 ) 

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

 

S-13


Table of Contents

expense related to an unsecured line of credit. 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. With the purchase of an additional six hotels in 2009, the Company owned 27 hotels as of June 30, 2009. In April 2009, the Company purchased 417 acres of land located on 113 sites in the Ft. Worth, Texas area and simultaneously entered into a long-term, triple net lease with one of the nation’s largest producers of natural gas. Due to the Company’s limited operating history, a comparison of operating results for the three and six months ended June 30, 2009 to prior year results is not meaningful.

Hotel Performance

The following is summary of the operating results of the 27 hotels acquired through June 30, 2009 and their respective periods of ownership by the Company:

 

(in thousands)

   Three months
ended
June 30, 2009
    % of
Hotel
Revenue
    Six months
ended
June 30, 2009
    % of
Hotel
Revenue
 

Hotel Revenue:

        

Room revenue

   $ 19,195        $ 35,832     

Other revenue

     2,313          4,359     
                    
     21,508          40,191     

Hotel Operating Expenses:

        

Hotel direct expenses

     12,390      58 %      23,576      59 % 

Taxes, insurance and other expense

     1,660      8 %      3,005      7 % 
                    
     14,050          26,581     

Hotel Operating Statistics:

        

Number of hotels

     27          27     

ADR

   $ 108        $ 111     

Occupancy

     67 %        66 %   

RevPAR

   $ 72        $ 73     

Hotel performance is impacted by many factors including the economic conditions in the United States as well as each locality. 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 and will not reverse course until general economic conditions improve. The Company’s hotels have shown results consistent with industry and brand averages for the short period of ownership. In its acquisition process, the Company anticipated a certain amount of decline in income from historical results; however, the significant decline in the overall United States economy has been greater than anticipated.

Revenues

The Company’s principal source of revenue is hotel revenue consisting of room and other related revenue. For the three and six months ended June 30, 2009, the Company had hotel revenue of $21.5 million and $40.2 million. This revenue reflects hotel operations for the 27 hotels acquired through June 30, 2009 for their respective periods of ownership by the Company. For the three months ended June 30, 2009, the hotels achieved combined average occupancy of approximately 67%, ADR of $108 and RevPAR of $72. For the six months ended June 30, 2009, the hotels achieved combined average occupancy of approximately 66%, ADR of $111 and RevPAR of $73. ADR is calculated as room revenue divided by the number of rooms sold, and RevPAR is calculated as occupancy multiplied by ADR.

The Company generates rental revenue from its purchase and leaseback transaction completed during the second quarter of 2009. As noted above, during April 2009, the Company purchased 417 acres of land located on 113 sites in the Ft. Worth, Texas area and simultaneously entered into a long-term, triple net lease with one of the

 

S-14


Table of Contents

nation’s largest producers of natural gas. Rental payments are fixed and have determinable rent increases during the initial lease term. The lease is classified as an operating lease and rental income is recognized on a straight line basis over the initial term of the lease. Rental income for the three and six months ended June 30, 2009 was $5.1 million, and includes $1.5 million of adjustments necessary to record rent on the straight line basis.

Expenses

Hotel operating expenses relate to the 27 hotels acquired through June 30, 2009 for their respective periods owned and 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 three months ended June 30, 2009, hotel operating expenses totaled $12.4 million or 58% of hotel revenue. For the six months ended June 30, 2009, hotel operating expenses totaled $23.6 million or 59% of hotel revenue.

Taxes, insurance, and other expense for the three and six months ended June 30, 2009 totaled $1.7 million and $3.0 million.

General and administrative expense for the three and six months ended June 30, 2009 was $1.1 million and $1.9 million. The principal components of general and administrative expense are advisory fees, legal fees, accounting fees and reporting expense.

Acquisition related costs for the three and six months ended June 30, 2009 were $1.4 million and $2.5 million. In accordance with Statement No. 141R, Business Combinations, the Company is required to expense as incurred all transaction costs associated with acquisitions of existing businesses that occur on or after January 1, 2009, including title, legal, accounting and other related costs, as well as the brokerage commission paid to ASRG, owned 100% by Glade M. Knight, Chairman and CEO of the Company. Also, included in acquisition related costs for the six months ended June 30, 2009 is $293,000 in transaction costs related to potential acquisitions as of December 31, 2008. These costs were incurred during 2008 and were recorded as deferred costs and included in other assets, net in the Company’s consolidated balance sheet as of December 31, 2008. For acquisitions that occurred prior to January 1, 2009, these costs were capitalized as part of the cost of the acquisition.

Depreciation expense for the three and six months ended June 30, 2009 was $3.1 million and $5.8 million. Depreciation expense represents expense of the Company’s 27 hotel buildings and related improvements, and associated personal property (furniture, fixtures, and equipment) for their respective periods owned.

Interest expense for the three and six months ended June 30, 2009 was $693,000 and $1.2 million. Interest expense primarily arose from debt assumed with the acquisition of seven of the Company’s hotels (four loan assumptions during 2008 and three in 2009). During the three and six months ended June 30, 2009, the Company also recognized $148,000 and $588,000 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.

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 June 30, 2009, payments to ASRG for services under the terms of this contract have totaled approximately $11.5 million since inception.

 

S-15


Table of Contents

The Company is party to an advisory agreement with Apple Nine Advisors, Inc. (“A9A”) to provide management services to 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 $956,000 and $49,000 for the six months ended June 30, 2009 and 2008, respectively.

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.

In January 2009, the Company purchased a 24% ownership interest in Apple Air Holding, LLC (“Apple Air”), a subsidiary of Apple REIT Six, Inc. for $3.2 million in cash. The Company has recorded its share of income and losses of the entity under the equity method of accounting and adjusted its investment in Apple Air accordingly. The interest was purchased to allow the Company access to two Lear jets for acquisition, asset management and renovation purposes. The investment is included in other assets, net in the Company’s consolidated balance sheet.

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

 

S-16


Table of Contents

(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

$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 June 30, 2009, if a triggering event had occurred, expense would have ranged from $0 to $44.9 million (assumes $11 per unit fair market value).

Liquidity and Capital Resources

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.

 

S-17


Table of Contents

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.

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 June 30, 2009, an additional 57 million Units, at $11 per Unit, were sold, with the Company receiving proceeds, net of commissions, marketing expenses and other offering costs of approximately $562.8 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 during the first six months of 2009 totaled approximately $22.5 million of which $14.2 million was used to purchase additional Units under the Company’s best efforts offering. The distributions were paid at a monthly rate of $0.073334 per common share. For the same period the Company’s cash generated from operations was approximately $11.1 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, or that the properties already acquired will 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. As of June 30, 2009, the Company held with various lenders $5.8 million in reserves for capital expenditures. The Company has 11 major renovations scheduled for 2009. Total capital expenditures are anticipated to be approximately $20 million for 2009.

 

S-18


Table of Contents

As of June 30, 2009, the Company had outstanding contracts for the potential purchase of 14 additional hotels for a total purchase price of $267.4 million. All of these hotels are under construction and are expected to be completed over the next 12 to 18 months. 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 (if the seller does not meet its obligations under the contract) 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
 

Hillsboro, OR

   Embassy Suites    165    $ 100    $ 32,500 (b) 

Hillsboro, OR

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

Clovis, CA

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

Clovis, CA

   Homewood Suites    83      55      12,435 (b) 

Albany, GA

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

Panama City, FL

   TownePlace Suites    103      5      10,640 (b)/(c) 

Johnson City, TN

   Courtyard    90      5      9,880 (b)/(c) 

Houston, TX

   Marriott    206      200      51,000 (b)/(c) 

Orlando, FL

   Fairfield Inn & Suites    200      500      25,800 (a)/(b)/(c) 

Orlando, FL

   SpringHill Suites    200      500      29,000 (a)/(b)/(c) 

Baton Rouge, LA

   SpringHill Suites    119      100      15,100 (b) 

Rochester, MN

   Hampton Inn & Suites    124      100      14,136 (b) 

Holly Springs, NC

   Hampton Inn    124      100      14,880 (b) 

Ft. Worth, TX

   TownePlace Suites    140      100      18,460 (b)/(c) 
                       
      1,833    $ 1,925    $ 267,401   
                       

 

(a) These two hotels are covered by the same purchase contract.
(b) The hotels are currently under construction. The table shows the expected number of rooms upon hotel completion and the expected franchise.
(c) If the seller meets all of the conditions to closing, the Company is obligated to specifically perform under the contract. As the properties are under construction, at this time, the seller has not met all of the conditions to closing.

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, net 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. It is anticipated that the purchase price for the outstanding contracts will be funded from the proceeds of the Company’s ongoing best-efforts offering of Units and cash on hand.

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.

 

S-19


Table of Contents

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.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R revises Statement 141, Business Combinations, by requiring an acquirer to recognize the assets of existing businesses 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 of an existing business 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 of an existing business, must be accounted for separately as expenses. Such costs include title, legal, accounting and other related costs, as well as commissions including the commission paid to Apple Suites Realty Group, Inc. (“ASRG”), a related party 100% owned by Glade M. Knight, Chairman and CEO of the Company (see Note 5). SFAS 141R was effective January 1, 2009. For acquisitions of existing businesses prior to January 1, 2009, these costs were capitalized as part of the cost of the acquisition. During the six months ended June 30, 2009, the Company expensed $2.5 million in acquisition related costs. Included in this amount is $293,000 in transaction costs related to potential acquisitions as of December 31, 2008. These costs were incurred during 2008 and recorded as deferred acquisition costs and included in other assets, net in the Company’s consolidated balance sheet as of December 31, 2008. In accordance with SFAS 141R, these costs were expensed on January 1, 2009. The adoption of this standard has had a material impact on the Company’s financial position and results of operations and will continue to have a material impact on the Company’s consolidated financial statements as it acquires other operating businesses.

In September 2006, the 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 SFAS 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 Company adopted the provisions of SFAS 157 for all nonfinancial assets and liabilities recorded at fair value on a nonrecurring basis beginning January 1, 2009. The adoption of this statement did not have a material impact on the Company’s consolidated financial statements.

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 was effective for the Company beginning January 1, 2009. The adoption of this statement did not have a material impact on the Company’s consolidated financial statements.

In March 2008, the 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

 

S-20


Table of Contents

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 was effective for the Company beginning January 1, 2009. The Company does not currently have any instruments that qualify within the scope of SFAS 133, and therefore the adoption of this statement did not have a material impact on the Company’s consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position SFAS No. 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies (“FSP SFAS No. 141(R) -1”). FSP SFAS No. 141(R)-1 applies to all assets acquired and all liabilities assumed in a business combination that arise from contingencies. FSP SFAS No. 141(R)-1 states that the acquirer will recognize such an asset or liability if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If it cannot be determined during the measurement period, then the asset or liability should be recognized at the acquisition date if the following criteria, consistent with SFAS No. 5, “Accounting for Contingencies,” are met: (1) information available before the end of the measurement period indicates that it is probable that an asset existed or that a liability had been incurred at the acquisition date, and (2) the amount of the asset or liability can be reasonably estimated. FSP SFAS No. 141(R)-1 was adopted by the Company in the first quarter of 2009. The adoption of FSP SFAS No. 141(R)-1 did not have a material impact on the Company’s results of operations or financial position.

In April 2008, the FASB issued FSP SFAS No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP SFAS No. 142-3”). FSP SFAS No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). This FSP is intended to improve the consistency between the useful life of an intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset. FSP SFAS No. 142-3 requires an entity to disclose information related to the extent to which the expected future cash flows associated with the asset are affected by the entity’s intent and/or ability to renew or extend the arrangement. FSP SFAS No. 142-3 was adopted by the Company in the first quarter of 2009. The adoption of FSP SFAS No. 142-3 did not have a material impact on the Company’s results of operations or financial position.

In November 2008, the FASB issued Emerging Issue Task Force Issue 08-6, Equity Method Investment Accounting Considerations (“EITF 08-6”). The intent of EITF 08-6 is to clarify the accounting for certain transactions and impairment considerations related to equity method investments as modified by the provisions of SFAS No. 141(R) and SFAS No. 160. EITF 08-6 was adopted by the Company in the first quarter of 2009. The adoption of EITF 08-6 did not have a material impact on the Company’s results of operations or financial position.

In April 2009, the FASB issued FSP SFAS No. 107-1 and APB Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP SFAS No. 107-1 and APB Opinion No. 28-1”). FSP SFAS No. 107-1 and APB Opinion No. 28-1 requires fair value disclosures for financial instruments that are not reflected in the Condensed Consolidated Balance Sheets at fair value. Prior to the issuance of FSP SFAS No. 107-1 and APB Opinion No. 28-1, the fair values of those assets and liabilities were disclosed only once each year. With the issuance of FSP SFAS No. 107-1 and APB Opinion No. 28-1, this information will be required to be disclosed on a quarterly basis, providing quantitative and qualitative information about fair value estimates for all financial instruments not measured in the Condensed Consolidated Balance Sheets at fair value. FSP SFAS No. 107-1 and APB Opinion No. 28-1 was adopted by the Company in the second quarter of 2009. The adoption of FSP SFAS No. 107-1 and APB Opinion No. 28-1 did not have a material impact on the Company’s results of operations or financial position.

In April 2009, the FASB issued FSP SFAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are

 

S-21


Table of Contents

Not Orderly (“FSP SFAS No. 157-4”). FSP SFAS No. 157-4 clarifies the methodology used to determine fair value when there is no active market or where the price inputs being used represent distressed sales. FSP SFAS No. 157-4 also reaffirms the objective of fair value measurement, as stated in SFAS No. 157, “Fair Value Measurements,” which is to reflect how much an asset would be sold for in an orderly transaction. It also reaffirms the need to use judgment to determine if a formerly active market has become inactive, as well as to determine fair values when markets have become inactive. FSP SFAS No. 157-4 was adopted by the Company in the second quarter of 2009. The adoption of FSP SFAS No. 157-4 did not have a material impact on the Company’s results of operations or financial position.

In May 2009, the FASB issued Statement No. 165, Subsequent Events (“SFAS 165”). SFAS 165 has established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. Although there is new terminology, SFAS 165 is based on the same principles as those that currently exist in the auditing standards. SFAS 165, which includes a required disclosure of the date through which an entity has evaluated subsequent events, was effective for the Company beginning June 30, 2009. The adoption of this statement did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued Statement No. 166, Accounting for Transfers of Financial Assets—an Amendment of FASB Statement No. 140 (“SFAS 166”). SFAS 166 will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS No. 166 will be applied prospectively and will be effective for interim and annual reporting periods ending after November 15, 2009. The adoption of this statement is not anticipated to have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued Statement No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS No. 167 will be applied prospectively and will be effective for interim and annual reporting periods ending after November 15, 2009. The adoption of this statement is not anticipated to have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 is the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP) and supersedes all existing non-Securities and Exchange Commission (SEC) accounting and reporting standards. All other non-SEC accounting literature not included in the Codification is nonauthoritative. The Codification reorganizes the thousands of U.S. GAAP pronouncements into roughly 90 accounting topics and displays all topics using a consistent structure. It also includes relevant SEC guidance that follows the same topical structure in separate sections in the Codification. While the Codification does not change GAAP, it introduces a new structure—one that is organized in an easily accessible, user-friendly online research system. The FASB expects that the new system will reduce the amount of time and effort required to research an accounting issue, mitigate the risk of noncompliance with standards through improved usability of the literature, provide accurate information with real-time updates as new standards are released, and assist the FASB with the research efforts required during the standard-setting process. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this statement is not anticipated to have a material impact on the Company’s consolidated financial statements.

 

S-22


Table of Contents

Subsequent Events

In July 2009, the Company declared and paid approximately $4.9 million in dividend distributions to its common shareholders, or $0.073334 per outstanding common share.

During July 2009, the Company closed on the issuance of 5.2 million Units through its ongoing best-efforts offering, representing gross proceeds to the Company of $57.7 million and proceeds net of selling and marketing costs of $52.0 million.

In July 2009, the Company redeemed 120,000 Units in the amount of $1.3 million under its Unit Redemption Program.

In July 2009, the Company closed on the purchase of four hotels. The following table summarizes the hotel information. All dollar amounts are in thousands.

 

Location

  

Brand

   Gross
Purchase Price
   Rooms    Date of
Purchase

Orlando, FL

   Fairfield Inn & Suites    $ 25,800    200    7/1/2009

Orlando, FL

   SpringHill Suites      29,000    200    7/1/2009

Clovis, CA

   Hampton Inn & Suites      11,150    86    7/31/2009

Rochester, MN

   Hampton Inn & Suites      14,136    124    8/3/2009
                 
      $ 80,086    610   
                 

 

S-23


Table of Contents

INDEX TO FINANCIAL STATEMENTS

Financial Statements of Company

Apple REIT Nine, Inc. (Unaudited)

 

Consolidated Balance Sheets—June 30, 2009 and December 31, 2008

   F-2

Consolidated Statements of Operations—Three and six months ended June 30, 2009 and 2008

   F-3

Consolidated Statements of Cash Flows—Six months ended June 30, 2009 and 2008

   F-4

Notes to Consolidated Financial Statements

   F-5

 

F-1


Table of Contents

Apple REIT Nine, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

 

     June 30,
2009
    December 31,
2008
 
     (unaudited)        

Assets

    

Investment in real estate, net of accumulated depreciation of $8,051 and $2,277, respectively

   $ 581,042      $ 346,423   

Cash and cash equivalents

     88,355        75,193   

Due from third party managers, net

     3,774        1,775   

Other assets, net

     17,107        8,228   
                

Total Assets

   $ 690,278      $ 431,619   
                

Liabilities

    

Notes payable

   $ 58,750      $ 38,647   

Accounts payable and accrued expenses

     4,098        3,232   
                

Total Liabilities

     62,848        41,879   

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 66,532,607 and 41,013,517 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 66,532,607 and 41,013,517 shares, respectively

     652,876        400,569   

Distributions greater than net income

     (25,494 )      (10,877 ) 
                

Total Shareholders’ Equity

     627,430        389,740   
                

Total Liabilities and Shareholders’ Equity

   $ 690,278      $ 431,619   
                

 

See accompanying notes to consolidated financial statements.

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

 

F-2


Table of Contents

Apple REIT Nine, Inc.

Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2009     2008     2009     2008  

Revenues:

        

Room revenue

   $ 19,195      $ —        $ 35,832      $ —     

Other revenue

     2,313        —          4,359        —     
                                

Total hotel revenue

     21,508        —          40,191        —     

Rental revenue

     5,076        —          5,076        —     
                                

Total revenue

     26,584        —          45,267        —     

Expenses:

        

Operating expense

     5,512        —          10,366        —     

Hotel administrative expense

     1,619        —          3,027        —     

Sales and marketing

     1,863        —          3,548        —     

Utilities

     945        —          1,813        —     

Repair and maintenance

     882        —          1,794        —     

Franchise fees

     904        —          1,692        —     

Management fees

     665        —          1,336        —     

Taxes, insurance and other

     1,686        —          3,031        —     

General and administrative

     1,059        94        1,898        111   

Acquisition related costs

     1,435        —          2,463        —     

Depreciation expense

     3,122        —          5,774        —     
                                

Total expenses

     19,692        94        36,742        111   

Operating income (loss)

     6,892        (94 )      8,525        (111 ) 

Interest income (expense), net

     (545 )      388        (628 )      385   
                                

Net income

   $ 6,347      $ 294      $ 7,897      $ 274   
                                

Basic and diluted net income per common share

   $ 0.11      $ 0.05      $ 0.15      $ 0.09   
                                

Weighted average common shares outstanding—basic and diluted

     58,320        6,392        51,972        3,196   

Distributions declared and paid per common share

   $ 0.22      $ 0.07      $ 0.44      $ 0.07   
                                

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 Cash Flows

(Unaudited)

(in thousands)

 

     Six Months Ended
June 30,
 
     2009     2008  

Cash flows from operating activities:

    

Net income

   $ 7,897      $ 274   

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

    

Depreciation

     5,774        —     

Amortization of deferred financing costs, fair value adjustments and other non-cash expenses, net

     194        26   

Straight-line rental income

     (1,469 )      —     

Changes in operating assets and liabilities:

    

Increase in funds due from third party managers, net

     (1,951 )      —     

Increase in other assets, net

     (1,605 )      —     

Increase in accounts payable and accrued expenses

     2,252        4   
                

Net cash provided by operating activities

     11,092        304   
                

Cash flows used in investing activities:

    

Cash paid for acquisitions

     (221,494 )      —     

Deposits and other disbursements for potential acquisitions, net

     269        (210 ) 

Capital improvements

     (2,261 )      —     

Increase in capital improvement reserves

     (280 )   

Investment in other assets

     (3,240 )      —     
                

Net cash used in investing activities

     (227,006 )      (210 ) 
                

Cash flows from financing activities:

    

Net proceeds related to issuance of common shares

     252,201        163,509   

Distributions paid to common shareholders

     (22,514 )      (893 ) 

Payments of notes payable

     (311 )      —     

Deferred financing costs

     (300 )      —     

Payoff of the line of credit, net of borrowings

     —          (151 ) 
                

Net cash provided by financing activities

     229,076        162,465   
                

Increase in cash and cash equivalents

     13,162        162,559   

Cash and cash equivalents, beginning of period

     75,193        20   
                

Cash and cash equivalents, end of period

   $ 88,355      $ 162,579   
                

Non-cash transactions:

    

Notes payable assumed in acquisitions

   $ 19,284      $ —     
                

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.

Notes to Consolidated Financial Statements

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited financials should be read in conjunction with the Company’s audited consolidated financial statements included in its 2008 Annual Report on Form 10-K. Operating results for the three and six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the twelve month period ending December 31, 2009.

2. 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 that intends to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. The Company was formed to invest in hotels, residential apartment communities and other income-producing real estate in selected metropolitan areas in the United States. Initial capitalization occurred on November 9, 2007, when 10 Units, each Unit consisting of one common share and one Series A preferred share, were purchased by Apple Nine Advisors, Inc. (“A9A”) and 480,000 Series B convertible preferred shares were purchased by Glade M. Knight, the Company’s Chairman and Chief Executive Officer (see Note 5 and 6). The Company began operations on July 31, 2008 when it purchased its first hotel. The Company’s fiscal year end is December 31. The Company has no foreign operations or assets and its operating structure includes two segments, hotels and a ground lease. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated.

Significant Accounting Policies

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.

Offering Costs

The Company is raising capital through a best-efforts offering of its Units by David Lerner Associates, Inc., the managing underwriter, which receives a selling commission and a marketing expense allowance based on proceeds of the shares sold. Additionally, the Company has incurred other offering costs including legal, accounting and reporting services. These offering costs are recorded by the Company as a reduction of shareholders’ equity. Prior to the commencement of the Company’s offering, these costs were deferred and recorded as prepaid expense. As of June 30, 2009, the Company had sold 66.5 million Units for gross proceeds of $727.1 million and proceeds net of offering costs of $652.8 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.

Rental Income

On April 7, 2009, the Company entered into a ground lease with a subsidiary of Chesapeake Energy Corporation, the largest independent producer of natural gas in the United States and guarantor of the lease (see Note 3). The lease has an initial term of 40 years with five renewal options of five years each, exercisable by the

 

F-5


Table of Contents

tenant. Rental payments are fixed and have determinable rent increases during the initial lease term and reset to market during the first year of the renewal period. Rental payments are required to be made monthly in advance. Under the lease, the tenant is responsible for all operating costs associated with the land including, maintenance, insurance, property taxes, environmental, zoning, permitting, etc. and the tenant is required to maintain the land in good condition. The lease is classified as an operating lease and rental income is recognized on a straight line basis over the initial term of the lease. Rental income includes $1.5 million of adjustments necessary to record rent on the straight line basis for the three and six months ended June 30, 2009. Straight line rental receivable is included in other assets, net in the Company’s consolidated balance sheet and totaled $1.5 million as of June 30, 2009.

Earnings Per Common Share

Basic earnings per common share is computed as net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated after giving effect to all potential common shares that were dilutive and outstanding for the period. There were no shares with a dilutive effect for the three and six months ended June 30, 2009 or 2008. 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.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R revises Statement 141, Business Combinations, by requiring an acquirer to recognize the assets of existing businesses 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 of an existing business 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 of an existing business, must be accounted for separately as expenses. Such costs include title, legal, accounting and other related costs, as well as commissions including the commission paid to Apple Suites Realty Group, Inc. (“ASRG”), a related party 100% owned by Glade M. Knight, Chairman and CEO of the Company (see Note 5). SFAS 141R was effective January 1, 2009. For acquisitions of existing businesses prior to January 1, 2009, these costs were capitalized as part of the cost of the acquisition. During the six months ended June 30, 2009, the Company expensed $2.5 million in acquisition related costs. Included in this amount is $293,000 in transaction costs related to potential acquisitions as of December 31, 2008. These costs were incurred during 2008 and recorded as deferred acquisition costs and included in other assets, net in the Company’s consolidated balance sheet as of December 31, 2008. In accordance with SFAS 141R, these costs were expensed on January 1, 2009. The adoption of this standard has had a material impact on the Company’s financial position and results of operations and will continue to have a material impact on the Company’s consolidated financial statements as it acquires other operating businesses.

In September 2006, the 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 SFAS 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 Company adopted the provisions of SFAS 157 for all nonfinancial assets and liabilities recorded at fair value on a nonrecurring basis beginning January 1, 2009. The adoption of this statement did not have a material impact on the Company’s consolidated financial statements.

 

F-6


Table of Contents

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 was effective for the Company beginning January 1, 2009. The adoption of this statement did not have a material impact on the Company’s consolidated financial statements.

In March 2008, the 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 was effective for the Company beginning January 1, 2009. The Company does not currently have any instruments that qualify within the scope of SFAS 133, and therefore the adoption of this statement did not have a material impact on the Company’s consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position SFAS No. 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies (“FSP SFAS No. 141(R) -1”). FSP SFAS No. 141(R)-1 applies to all assets acquired and all liabilities assumed in a business combination that arise from contingencies. FSP SFAS No. 141(R)-1 states that the acquirer will recognize such an asset or liability if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If it cannot be determined during the measurement period, then the asset or liability should be recognized at the acquisition date if the following criteria, consistent with SFAS No. 5, “Accounting for Contingencies,” are met: (1) information available before the end of the measurement period indicates that it is probable that an asset existed or that a liability had been incurred at the acquisition date, and (2) the amount of the asset or liability can be reasonably estimated. FSP SFAS No. 141(R)-1 was adopted by the Company in the first quarter of 2009. The adoption of FSP SFAS No. 141(R)-1 did not have a material impact on the Company’s results of operations or financial position.

In April 2008, the FASB issued FSP SFAS No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP SFAS No. 142-3”). FSP SFAS No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). This FSP is intended to improve the consistency between the useful life of an intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset. FSP SFAS No. 142-3 requires an entity to disclose information related to the extent to which the expected future cash flows associated with the asset are affected by the entity’s intent and/or ability to renew or extend the arrangement. FSP SFAS No. 142-3 was adopted by the Company in the first quarter of 2009. The adoption of FSP SFAS No. 142-3 did not have a material impact on the Company’s results of operations or financial position.

In November 2008, the FASB issued Emerging Issue Task Force Issue 08-6, Equity Method Investment Accounting Considerations (“EITF 08-6”). The intent of EITF 08-6 is to clarify the accounting for certain transactions and impairment considerations related to equity method investments as modified by the provisions of SFAS No. 141(R) and SFAS No. 160. EITF 08-6 was adopted by the Company in the first quarter of 2009. The adoption of EITF 08-6 did not have a material impact on the Company’s results of operations or financial position.

 

F-7


Table of Contents

In April 2009, the FASB issued FSP SFAS No. 107-1 and APB Opinion No. 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP SFAS No. 107-1 and APB Opinion No. 28-1”). FSP SFAS No. 107-1 and APB Opinion No. 28-1 requires fair value disclosures for financial instruments that are not reflected in the Condensed Consolidated Balance Sheets at fair value. Prior to the issuance of FSP SFAS No. 107-1 and APB Opinion No. 28-1, the fair values of those assets and liabilities were disclosed only once each year. With the issuance of FSP SFAS No. 107-1 and APB Opinion No. 28-1, this information will be required to be disclosed on a quarterly basis, providing quantitative and qualitative information about fair value estimates for all financial instruments not measured in the Condensed Consolidated Balance Sheets at fair value. FSP SFAS No. 107-1 and APB Opinion No. 28-1 was adopted by the Company in the second quarter of 2009. The adoption of FSP SFAS No. 107-1 and APB Opinion No. 28-1 did not have a material impact on the Company’s results of operations or financial position.

In April 2009, the FASB issued FSP SFAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP SFAS No. 157-4”). FSP SFAS No. 157-4 clarifies the methodology used to determine fair value when there is no active market or where the price inputs being used represent distressed sales. FSP SFAS No. 157-4 also reaffirms the objective of fair value measurement, as stated in SFAS No. 157, “Fair Value Measurements,” which is to reflect how much an asset would be sold for in an orderly transaction. It also reaffirms the need to use judgment to determine if a formerly active market has become inactive, as well as to determine fair values when markets have become inactive. FSP SFAS No. 157-4 was adopted by the Company in the second quarter of 2009. The adoption of FSP SFAS No. 157-4 did not have a material impact on the Company’s results of operations or financial position.

In May 2009, the FASB issued Statement No. 165, Subsequent Events (“SFAS 165”). SFAS 165 has established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. Although there is new terminology, SFAS 165 is based on the same principles as those that currently exist in the auditing standards. SFAS 165, which includes a required disclosure of the date through which an entity has evaluated subsequent events, was effective for the Company beginning June 30, 2009. The adoption of this statement did not have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued Statement No. 166, Accounting for Transfers of Financial Assets—an Amendment of FASB Statement No. 140 (“SFAS 166”). SFAS 166 will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS No. 166 will be applied prospectively and will be effective for interim and annual reporting periods ending after November 15, 2009. The adoption of this statement is not anticipated to have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued Statement No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS No. 167 will be applied prospectively and will be effective for interim and annual reporting periods ending after November 15, 2009. The adoption of this statement is not anticipated to have a material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 (“SFAS 168”).

 

F-8


Table of Contents

SFAS 168 is the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP) and supersedes all existing non-Securities and Exchange Commission (SEC) accounting and reporting standards. All other non-SEC accounting literature not included in the Codification is nonauthoritative. The Codification reorganizes the thousands of U.S. GAAP pronouncements into roughly 90 accounting topics and displays all topics using a consistent structure. It also includes relevant SEC guidance that follows the same topical structure in separate sections in the Codification. While the Codification does not change GAAP, it introduces a new structure—one that is organized in an easily accessible, user-friendly online research system. The FASB expects that the new system will reduce the amount of time and effort required to research an accounting issue, mitigate the risk of noncompliance with standards through improved usability of the literature, provide accurate information with real-time updates as new standards are released, and assist the FASB with the research efforts required during the standard-setting process. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this statement is not anticipated to have a material impact on the Company’s consolidated financial statements.

3. Real Estate Investments

Hotel Acquisitions

The Company acquired six hotels during the first six months of 2009. The Company also acquired land for the construction of a SpringHill Suites Hotel. The following table sets forth the location, brand, manager, gross purchase price, number of hotel rooms and date of purchase by the Company for each property. All dollar amounts are in thousands.

 

Location

  

Brand

   Manager    Gross Purchase
Price
   Rooms    Date of
Purchase
 

Round Rock, TX

   Hampton Inn    Vista    $ 11,500    93    3/6/2009   

Panama City, FL

   Hampton Inn & Suites    LBA      11,600    95    3/12/2009   

Alexandria, VA

   SpringHill Suites    Marriott      5,100    —      3/31/2009 (a) 

Austin, TX

   Homewood Suites    Vista      17,700    97    4/14/2009   

Austin, TX

   Hampton Inn    Vista      18,000    124    4/14/2009   

Dothan, AL

   Hilton Garden Inn    LBA      11,601    104    6/1/2009   

Troy, AL

   Courtyard    LBA      8,696    90    6/18/2009 (b) 
                    

Total

         $ 84,197    603   
                    

 

(a) The Company acquired the land for the construction of a SpringHill Suites hotel, which is expected to be completed over the next 18 months. Upon completion, the hotel will contain approximately 152 guest rooms and is expected to be managed by Marriott.
(b) Purchase contract includes a provision for an additional $750,000 to be paid to the Seller if certain earnings targets are met over the 15 months subsequent to acquisition.

The purchase price for these properties, net of debt assumed, was funded primarily by the Company’s ongoing best-efforts offering of Units. The Company assumed approximately $19.3 million of debt during the first half of 2009, associated with three of its hotel acquisitions (see Note 4). 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 $1.7 million, representing 2% of the gross purchase price for these properties, as a brokerage commission to ASRG (see Note 5) and to pay approximately $610,000 in other acquisition related costs, including title, legal and other related costs. In accordance with SFAS 141R (see Note 2), the costs associated with acquiring existing businesses have been expensed and are included in acquisition related costs in the Company’s consolidated statements of operations for the six months ended June 30, 2009.

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

 

F-9


Table of Contents

As of June 30, 2009, the Company owned 27 hotels, located in 12 states with an aggregate of 3,081 rooms and consisted of the following: seven Hilton Garden Inn hotels, three Homewood Suites hotels, nine Hampton Inn hotels, four Courtyard hotels, three Residence Inn hotels and one Fairfield Inn hotel.

Land Acquisition

On April 7, 2009, the Company completed the preliminary closing with a subsidiary of Chesapeake Energy Corporation under the terms of the purchase and sale contract dated January 21, 2009, as amended, for the purchase of approximately 417 acres of land located on 113 sites in the Ft. Worth, Texas area. The purchase price for the land was approximately $147 million. The preliminary closing provides equitable title to the Company. The recorded fee simple title will be completed and conveyed to the Company by the final closing date, which is the earlier of November 30, 2009 or the completion of platting each of the 113 sites with the relevant governmental localities. Each of the 113 individual sites is between approximately two and eleven acres in size. Simultaneous with the preliminary closing, the Company entered into a ground lease for this land (the “Lease”). The Lease is with a subsidiary of Chesapeake Energy Corporation, Chesapeake Operating, Inc. (the “Tenant”). Chesapeake Energy Corporation is a guarantor of the Lease. The Lease has an initial term of 40 years with five renewal options of five years each, and annual rent ranging from approximately $15.5 million to $27.4 million with the average annual rent over the initial term being $21.8 million. Payments under the Lease are required to be made monthly in advance. Currently, the Tenant is using over 40% of the sites for natural gas production and anticipates using the remaining land for natural gas production. Under the Lease, the Tenant is responsible for all operating costs associated with the land including, maintenance, insurance, property taxes, environmental, zoning, permitting, etc. and the Tenant is required to maintain the land in good condition. During the term of the Lease, the Tenant has the option to purchase up to 30 sites (no more than 10 producing natural gas) for $1.4 million per site in years 1-5 of the Lease and $1.9 million for the remainder of the Lease. For any sites purchased, the annual rent will be reduced proportionately to the remaining sites.

Chesapeake Energy Corporation is a publicly held company that is traded on the New York Stock Exchange. Chesapeake Energy Corporation is the largest independent producer of natural gas in the United States with interests in over 43,000 producing, natural gas and oil wells. See Note 9 for summarized financial information obtained from Chesapeake Energy Corporation’s June 30, 2009 Earnings Release on Form 8-K.

The purchase price for the 417 acres of land was funded primarily by the Company’s ongoing best-efforts offering of Units. The Company also used the proceeds of its ongoing best-efforts offering to pay approximately $2.9 million; representing 2% of the gross purchase price, as a brokerage commission to ASRG (see Note 5). The Company capitalized the commission as well as other closing costs of $1.1 million as part of the acquisition cost of the land. The Company has preliminarily recorded the purchase price and associated costs to land on the Company’s consolidated balance sheets. The Company is in the process of obtaining an independent valuation of each site and will finalize its purchase price allocation upon completion of these valuations.

Total Real Estate Investments

At June 30, 2009, the Company’s investment in real estate consisted of the following (in thousands):

 

Land

   $ 203,171   

Building and Improvements

     359,499   

Furniture, Fixtures and Equipment

     26,423   
        
     589,093   

Less Accumulated Depreciation

     (8,051 ) 
        

Investment in real estate, net

   $ 581,042   
        

As of June 30, 2009, the Company had outstanding contracts for the potential purchase of 14 additional hotels for a total purchase price of $267.4 million. All of these hotels are under construction and are expected to

 

F-10


Table of Contents

be completed over the next 12 to 18 months. 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 (if the seller does not meet its obligations under the contract) 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
 

Hillsboro, OR

   Embassy Suites    165    $ 100    $ 32,500 (b) 

Hillsboro, OR

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

Clovis, CA

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

Clovis, CA

   Homewood Suites    83      55      12,435 (b) 

Albany, GA

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

Panama City, FL

   TownePlace Suites    103      5      10,640 (b)/(c) 

Johnson City, TN

   Courtyard    90      5      9,880 (b)/(c) 

Houston, TX

   Marriott    206      200      51,000 (b)/(c) 

Orlando, FL

   Fairfield Inn & Suites    200      500      25,800 (a)/(b)/(c) 

Orlando, FL

   SpringHill Suites    200      500      29,000 (a)/(b)/(c) 

Baton Rouge, LA

   SpringHill Suites    119      100      15,100 (b) 

Rochester, MN

   Hampton Inn & Suites    124      100      14,136 (b) 

Holly Springs, NC

   Hampton Inn    124      100      14,880 (b) 

Ft. Worth, TX

   TownePlace Suites    140      100      18,460 (b)/(c) 
                       
      1,833    $ 1,925    $ 267,401   
                       

 

(a) These two hotels are covered by the same purchase contract.
(b) The hotels are currently under construction. The table shows the expected number of rooms upon hotel completion and the expected franchise.
(c) If the seller meets all of the conditions to closing, the Company is obligated to specifically perform under the contract. As the properties are under construction, at this time, the seller has not met all of the conditions to closing.

As there can be no assurance that all conditions to closing will be satisfied, the Company includes deposits paid under contracts in other assets, net 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.

 

F-11


Table of Contents

4. Notes Payable

During the first six months of 2009, the Company assumed approximately $19.3 million of debt secured by first mortgage notes on three of its hotel properties (Round Rock, Texas Hampton Inn, Austin, Texas Homewood Suites and Austin, Texas Hampton Inn). 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 location, interest rate, maturity date and the principal amount assumed associated with each note payable outstanding as of June 30, 2009. All dollar amounts are in thousands.

 

Location

  

Brand

   Interest
Rate
    Maturity
Date
   Principal
Assumed
   Outstanding
balance as of
June 30, 2009

Lewisville, TX

   Hilton Garden Inn    0.00 %(1)    12/31/2016    $ 3,750    $ 3,750

Duncanville, TX

   Hilton Garden Inn    5.88 %    5/11/2017      13,966      13,846

Allen, TX

   Hilton Garden Inn    5.37 %    10/11/2015      10,787      10,672

Bristol, VA

   Courtyard    6.59 %(1)    8/1/2016      9,767      9,698

Round Rock, TX

   Hampton Inn    5.95 %    5/1/2016      4,175      4,154

Austin, TX

   Homewood Suites    5.99 %(1)    3/1/2016      7,556      7,529

Austin, TX

   Hampton Inn    5.95 %(1)    3/1/2016      7,553      7,527
                     
           $ 57,554    $ 57,176
                     

 

(1) At acquisition, the Company adjusted the interest rates on these loans to market rates and is amortizing the adjustments to interest expense over the life of the loan.

The Company estimates the fair value of its fixed rate debt and the credit spreads over variable market rates on its variable rate debt by discounting the future cash flows of each instrument at estimated market rates or credit spreads consistent with the maturity of the debt obligation with similar credit policies. Credit spreads take into consideration general market conditions and maturity. As of June 30, 2009, the carrying value and estimated fair value of the Company’s debt was $58.8 million and $57.0 million. As of December 31, 2008, the carrying value and estimated fair value of the Company’s debt was $38.6 million and $40.4 million. The carrying value of the Company’s other financial instruments approximates fair value due to the short-term nature of these financial instruments.

5. 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 June 30, 2009, payments to ASRG for services under the terms of this contract have totaled approximately $11.5 million since inception.

The Company is party to an advisory agreement with Apple Nine Advisors, Inc. (“A9A”) to provide management services to 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 $956,000 and $49,000 for the six months ended June 30, 2009 and 2008, respectively.

 

F-12


Table of Contents

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.

6. 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

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

 

F-13


Table of Contents

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

$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 June 30, 2009, if a triggering event had occurred, expense would have ranged from $0 to $44.9 million (assumes $11 per unit fair market value).

7. Other Assets

In January 2009, the Company purchased a 24% ownership interest in Apple Air Holding, LLC (“Apple Air”), a subsidiary of Apple REIT Six, Inc. for $3.2 million in cash. The Company has recorded its share of income and losses of the entity under the equity method of accounting and adjusted its investment in Apple Air accordingly. The interest was purchased to allow the Company access to two Lear jets for acquisition, asset management and renovation purposes. The investment is included in other assets, net in the Company’s consolidated balance sheet.

 

F-14


Table of Contents

8. Segment Reporting

The Company has two reportable segments: hotel investments and land leased under a long-term triple-net lease. 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, and each hotel is not individually significant, the properties have been aggregated into a single operating segment. During the second quarter of 2009, the Company closed on the acquisition of 417 acres of land located on 113 sites in the Ft. Worth area and simultaneously entered into a long-term ground lease with a tenant that will use the land for natural gas production. Prior to this acquisition, the Company’s only reportable segment was hotel investments. The Company does not allocate corporate-level accounts to its operating segments, including corporate general and administrative expenses, non-operating interest income and interest expense. The following table summarizes the results of operations and assets for each segment for the three and six months ending June 30, 2009. Dollar amounts are in thousands.

 

     For the three months ended June 30, 2009  
     Hotels     Ground
Lease
   Corporate     Consolidated  

Total revenue

   $ 21,508      $ 5,076    $ —        $ 26,584   

Operating expenses

     14,050        26      —          14,076   

Acquisition related costs

     1,435        —        —          1,435   

Depreciation expense

     3,122        —        —          3,122   

General and administrative

     —          —        1,059        1,059   
                               

Operating income

     2,901        5,050      (1,059 )      6,892   

Interest income

     —          —        148        148   

Interest expense

     (693 )      —        —          (693 ) 
                               

Net income/(loss)

   $ 2,208      $ 5,050    $ (911 )    $ 6,347   
                               
     For the six months ended June 30, 2009  
     Hotels     Ground
Lease
   Corporate     Consolidated  

Total revenue

   $ 40,191      $ 5,076    $ —        $ 45,267   

Operating expenses

     26,581        26      —          26,607   

Acquisition related costs

     2,463        —        —          2,463   

Depreciation expense

     5,774        —        —          5,774   

General and administrative

     —          —        1,898        1,898   
                               

Operating income

     5,373        5,050      (1,898 )      8,525   

Interest income

     —          —        588        588   

Interest expense

     (1,216 )      —        —          (1,216 ) 
                               

Net income/(loss)

   $ 4,157      $ 5,050    $ (1,310 )    $ 7,897   
                               

Total assets as of June 30, 2009

   $ 442,904      $ 152,717    $ 94,657      $ 690,278   
                               

9. Significant Tenant

Chesapeake Energy Corporation leases properties with carrying values that represent more than 20% of the Company’s total assets, at cost, as of June 30, 2009. The following table presents summary financial information for Chesapeake Energy Corporation as of June 30, 2009 and December 31, 2008, and for the three months and six months ended June 30, 2009 and 2008, as reported in its June 30, 2009 Earnings Release on Form 8-K furnished with the Securities and Exchange Commission (the “SEC”).

 

F-15


Table of Contents

Chesapeake Energy Corporation

Selected Financial Data

(In millions)

Consolidated Balance Sheet Data:

 

     June 30,
2009
   December 31,
2008

Current assets

   $ 2,948    $ 4,292

Noncurrent assets

     27,521      34,301

Current liabilities

     2,974      3,621

Noncurrent liabilities

     15,493      17,955

Stockholder’s equity

     12,002      17,017

Consolidated Statements of Income Data:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
         2009            2008             2009             2008      

Total revenues

   $ 1,673    $ (455 )    $ 3,668      $ 1,156   

Total operating costs

     1,249      2,078        12,297        3,792   

Operating income (loss)

     424      (2,533 )      (8,629 )      (2,636 ) 

Net income (loss)

     243      (1,592 )      (5,498 )      (1,722 ) 

Consolidated Statements of Cash Flows Data:

 

     Six Months Ended
June 30,
 
     2009     2008  

Cash provided by operating activities

   $ 1,998      $ 2,798   

Cash used in investing activities

     (3,465 )      (6,373 ) 

Cash provided by financing activities

     272        3,574   

Net increase (decrease) in cash and cash equivalents

     (1,195 )      (1 ) 

Cash and cash equivalents, beginning of period

     1,749        1   

Cash and cash equivalents, end of period

     554        —     

The summary financial information of Chesapeake Energy Corporation is presented to comply with applicable accounting regulations of the SEC. References in these financials statements to the financial statements furnished with the SEC for Chesapeake Energy Corporation are included as textual references only, and the information in Chesapeake Energy Corporation’s filing is not incorporated by reference into these financial statements.

10. Subsequent Events

The Company has disclosed the following subsequent events in accordance with SFAS 165. Subsequent events have been evaluated through August 7, 2009, the date these financial statements were filed with the Securities and Exchange Commission.

In July 2009, the Company declared and paid approximately $4.9 million in dividend distributions to its common shareholders, or $0.073334 per outstanding common share.

During July 2009, the Company closed on the issuance of 5.2 million Units through its ongoing best-efforts offering, representing gross proceeds to the Company of $57.7 million and proceeds net of selling and marketing costs of $52.0 million.

 

F-16


Table of Contents

In July 2009, the Company redeemed 120,000 Units in the amount of $1.3 million under its Unit Redemption Program.

In July 2009, the Company closed on the purchase of four hotels. The following table summarizes the hotel information. All dollar amounts are in thousands.

 

Location

  

Brand

   Gross
Purchase Price
   Rooms    Date of
Purchase

Orlando, FL

   Fairfield Inn & Suites    $ 25,800    200    7/1/2009

Orlando, FL

   SpringHill Suites      29,000    200    7/1/2009

Clovis, CA

   Hampton Inn & Suites      11,150    86    7/31/2009

Rochester, MN

   Hampton Inn & Suites      14,136    124    8/3/2009
                 
      $ 80,086    610   
                 

 

F-17