Filed pursuant to rule 424(b)(3)
Registration No.: 333-147414
SUPPLEMENT NO. 11 DATED JULY 21, 2010
TO PROSPECTUS DATED SEPTEMBER 21, 2009
APPLE REIT NINE, INC.
The following information supplements the prospectus of Apple REIT Nine, Inc. dated September 21, 2009 and is part of the prospectus. This Supplement updates the information presented in the prospectus. Prospective investors should carefully review the prospectus and this Supplement No. 11 (which is cumulative and replaces all prior Supplements).
TABLE OF CONTENTS
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S-6 |
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S-8 |
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S-12 |
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Financial and Operating Information for Our Purchased Properties |
S-14 |
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S-20 |
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S-24 |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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S-27 |
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S-29 |
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F-1 |
Certain forward-looking statements are included in the prospectus and this supplement. These forward-looking statements may involve our plans and objectives for future operations, including future growth and availability of funds. These forward-looking statements are based on current expectations, which are subject to numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, the continuation of our offering of Units, future economic, competitive and market conditions and future business decisions, together with local, national and international events (including, without limitation, acts of terrorism or war, and their direct and indirect effects on travel and the economy). All of these matters are difficult or impossible to predict accurately and many of them are beyond our control. Although we believe the assumptions relating to the forward-looking statements, and the statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved.
S-1
Courtyard by Marriott, Fairfield Inn, 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, Marriotts 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 Worldwide or one of its affiliates. All references below to Hilton mean Hilton Worldwide 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, Hiltons 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
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 June 30, 2010, 47,335,185 Units remained unsold. Our offering of Units expires on April 25, 2011, provided that the offering will be terminated if all of the Units are sold before then.
As of June 30, 2010, we had closed on the following sales of Units in the offering:
Price Per
Number of
Gross
Proceeds Net of Selling
$10.50
9,523,810
$
100,000,000
$
90,000,000
$11.00
125,392,087
1,379,312,964
1,241,381,668
Total
134,915,897
$
1,479,312,964
$
1,331,381,668
Our distributions since the initial capitalization through March 31, 2010 totaled approximately $93.2 million of which approximately $58.4 million was used to purchase additional Units under the Companys best-efforts offering. In 2008 and 2009, our initial years of operations, over half of the $70.3
million in total distributions represented a return of capital (specifically, 53% and 58% in 2009 and 2008, respectively), as detailed below. Our distributions were paid at a monthly rate of $0.073334 per common share beginning in June 2008. Since the initial capitalization through March 31, 2010, our net
cash generated from operations, from our Consolidated Statements of Cash Flows, was approximately $36.4 million, which exceeded the net cash distributions. The following is a summary of the distributions and cash generated by operations.
Total
Total Declared and Paid
Net Cash
Cash
Reinvested
Total
2
nd
Quarter 2008
$
0.07
$
300,000
$
593,000
$
893,000
$
323,000
3
rd
Quarter 2008
0.22
1,694,000
3,094,000
4,788,000
966,000
4
th
Quarter 2008
0.22
2,582,000
4,749,000
7,331,000
2,047,000
1
st
Quarter 2009
0.22
3,624,000
6,265,000
9,889,000
2,204,000
2
nd
Quarter 2009
0.22
4,728,000
7,897,000
12,625,000
8,888,000
3
rd
Quarter 2009
0.22
5,956,000
9,790,000
15,746,000
8,908,000
4
th
Quarter 2009
0.22
7,240,000
11,830,000
19,070,000
9,137,000
1
st
Quarter 2010
0.22
8,656,000
14,160,000
22,816,000
3,963,000
$
1.61
$
34,780,000
$
58,378,000
$
93,158,000
$
36,436,000
(1)
See complete consolidated statement of cash flows for the three months ending March 31, 2010 included in our most recent Form 10-Q for the quarter ended March 31, 2010, and the complete consolidated statements of cash flows for the years ended December 31, 2009 and 2008 included in our
audited financial statements included in our most recent Form 10-K for the year ended December 31, 2009, incorporated by reference herein. See Incorporation by Reference on page S-6 of this Supplement.
The following table shows the amount of annual distributions per share to investors and the percentage that represented a return of capital and the percentage representing ordinary income as included in Note 1 to our audited consolidated financial statements in our most recent Form 10-K.
Year
Distributions
Percentage of
Percentage of
2009
$
0.88
47
%
53
%
2008
$
0.51
42
%
58
%
(1)
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Unit
Units Sold
Proceeds
Commissions and Marketing
Expense Allowance
Distributions
Declared and
Paid per Share
From
Operations(1)
per Share
Distributions Classified as
Ordinary Income(1)
Distributions Classified as
Return of Capital(1)
Percentages are based on earnings and profits of the Company as determined by federal income tax regulations.
As shown in the table above, for the years ended December 31, 2009 and 2008, 53% and 58%, respectively, of distributions made to investors represented a return of capital. The historical percentages may not be indicative of future return of capital percentages. We may use an unlimited amount of
the offering proceeds to fund distributions in the future. Proceeds of the offering which are distributed are not available for investment in properties. Further, the payment of distributions from sources other than operating cash flow will decrease the cash available to invest in properties and will reduce
the amount of distributions we may make in the future. See Risk FactorsWe may be unable to make distributions to our shareholders, on page 28 of the prospectus, and Our distributions to our shareholders have been sourced from operating cash flow and offering proceeds, and in the future we
may fund distributions from offering proceeds or indebtedness, which (to the extent it occurs) will decrease our distributions in the future, on page 16 of the prospectus.
During the initial phase of our operations, we have had and may continue to have, due to the inherent delay between raising capital and investing that same capital in income producing real estate, a portion of our distributions funded from offering proceeds. Our objective in setting a distribution rate
is to project a rate that will provide consistency over the life of the Company, taking into account acquisitions and capital improvements, ramp up of new properties and varying economic cycles. We anticipate that we may need to continue to use offering proceeds and cash from operations, and also
utilize debt, to meet this objective. We evaluate the distribution rate on an ongoing basis and may make changes at any time if we feel the rate is not appropriate based on available cash resources. In May 2008, our Board of Directors established a policy for an annualized dividend rate of $0.88 per
common share, payable in monthly distributions. Since there can be no assurance of our 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.
For the year ended December 31, 2009, as stated in Note 1 to our consolidated financial statements for that period, 53% of distributions made to investors represented a return of capital and the remaining 47% represented ordinary income. Proceeds of the offering which are distributed are not
available for investment in properties. See Risk FactorsWe may be unable to make distributions to our shareholders, on page 28 of the prospectus, and Our distributions to our shareholders have been sourced from operating cash flow and offering proceeds, and in the future we may fund
distributions from offering proceeds or indebtedness, which (to the extent it occurs) will decrease our distributions in the future, on page 16 of the prospectus.
Through April 30, 2010, we have received requests to redeem approximately 559,000 Units pursuant to our Unit Redemption Program for a total of $5.7 million. Through our last scheduled quarterly redemption date in the first half of 2010, April 20, 2010, we redeemed 100% of the redemption
requests at an average per Unit redemption price of $10.28. We funded Unit redemptions for the periods noted above from the proceeds of dividends used to purchase additional Units under the Companys best efforts offering of Units.
Updated Risk Factor
The following updated risk factor amends and replaces the current risk factor found on page 16 of our prospectus dated September 21, 2009.
Our distributions to our shareholders have been sourced from operating cash flow and offering proceeds, and in the future we may fund distributions from offering proceeds or indebtedness, which (to the extent it occurs) will decrease our distributions in the future.
Since we completed our minimum offering in May 2008 the Company has made monthly distributions to shareholders. We plan to continue to make such regular distributions. As a result, we have had, and early in our operations are more likely to have, a return of capital as a part of distributions to
shareholders. This is because as proceeds are raised in the offering, it is not always possible immediately to invest them in real estate properties that generate our desired return on investment. There may be a lag or delay between the raising of offering proceeds and their investment in real estate
properties. Persons who acquire Units relatively early in our offering, as
S-4
compared with later investors, may receive a greater return of offering proceeds as part of the earlier distributions. In fiscal years 2009 and 2008, over half of our distributions to shareholders represented a return of capital. If investors receive different amounts of returns of offering proceeds as
distributions based upon when they acquire Units, the investors will experience different rates of return on their invested capital and some investors may have less net cash per Unit invested after distributions than other investors. Further, offering proceeds that are returned to investors as part of
distributions to them will not be available for investments in properties. The payment of distributions from sources other than operating cash flow will decrease the cash available to invest in properties and will reduce the amount of distributions we may make in the future. See Plan of Distribution.
(Remainder of Page Intentionally Left Blank)
S-5
We have elected to incorporate by reference certain information into this prospectus. By incorporating by reference, we are disclosing important information to you by referring you to documents we have filed separately with the Securities and Exchange Commission, or SEC. The following
documents filed with the SEC are incorporated by reference in this prospectus (Commission File No. 333-147414), except for any document or portion thereof deemed to be furnished and not filed in accordance with SEC rules:
Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the SEC on March 5, 2010;
Definitive Proxy Statement filed on Schedule 14A filed with the SEC on April 2, 2010;
Quarterly report on Form 10-Q for the quarter ended March 31, 2010 filed with the SEC on May 5, 2010;
Current Report on Form 8-K/A filed with the SEC on October 10, 2008; includes the financial statements for the Tucson, Arizona Hilton Garden Inn Hotel and the required pro forma financial information;
Current Report on Form 8-K filed with the SEC on October 22, 2008; includes the financial statements for SCI Lewisville Hotel, Ltd. (previous owner of the Lewisville, Texas Hilton Garden Inn); SCI Duncanville Hotel, Ltd. (previous owner of the Duncanville, Texas Hilton Garden Inn) and the
required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on October 24, 2008; includes the financial statements for RSV Twinsburg Hotel, Ltd (previous owner of the Twinsburg, Ohio Hilton Garden Inn) and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on October 24, 2008; includes the financial statements for Charlotte Lakeside Hotel, L.P. (previous owner of the Charlotte, North Carolina Homewood Suites); Santa Clarita Courtyard; Allen Stacy Hotel, Ltd. (previous owner of the Allen, Texas
Hampton Inn & Suites) and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on January 12, 2009; includes the financial statements for the Beaumont, TexasResidence Inn by Marriott; Santa Clarita Hotels Portfolio; SCI Allen Hotel, Ltd. (previous owner of the Allen, Texas Hilton Garden Inn); Pueblo, Colorado Hampton
Inn & Suites and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on January 12, 2009; includes the financial statements for the Bristol, VirginiaCourtyard Marriott and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on January 27, 2009; includes the financial statements for the Durham, North CarolinaHomewood Suites and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on January 27, 2009; includes the financial statements for RMRVH Jackson, LLC, CYRMR Jackson, LLC and VH Fort Lauderdale Investment Ltd (previous owners of the Jackson, Tennessee Courtyard; Jackson, Tennessee Hampton Inn & Suites
and Fort Lauderdale, Florida Hampton Inn) and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on January 27, 2009; includes the financial statements for RMRVH Jackson, LLC, CYRMR Jackson, LLC and VH Fort Lauderdale Investment Ltd (previous owners of the Jackson, Tennessee Courtyard; Jackson, Tennessee Hampton Inn & Suites
and Fort Lauderdale, Florida Hampton Inn); Playhouse Square Hotel Associates and Playhouse Parking Associates, L.P. (previous owners of the Pittsburgh, Pennsylvania Hampton Inn) and the required pro forma financial information;
Current Report on Form 8-K filed with the SEC on April 15, 2009; includes the financial statements for Austin FRH, LTD, FRH Braker, LTD and RR Hotel Investment, LTD
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(previous owners of Round Rock, Texas Hampton Inn; Austin, Texas Homewood Suites and Austin, Texas Hampton Inn) and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on April 15, 2009; includes the financial statements for Austin FRH, LTD, FRH Braker, LTD and RR Hotel Investment, LTD (previous owners of Round Rock, Texas Hampton Inn; Austin, Texas Homewood Suites and Austin, Texas Hampton
Inn) and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on September 1, 2009; includes the financial statements for Grove Street Orlando, LLC (previous owner of Orlando, Florida Fairfield Inn & Suites and Orlando, Florida SpringHill Suites) and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on March 22, 2010; includes the financial statements for the Houston, TexasMarriott Hotel and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on June 29, 2010; includes the financial statements for the Raymond Hotels Portfolio (which includes the Boise, Idaho Hampton Inn & Suites; Rogers, Arkansas Homewood Suites; St. Louis, Missouri Hampton Inn & Suites; Oklahoma City, Oklahoma
Hampton Inn & Suites; Rogers, Arkansas Hampton Inn; St. Louis, Missouri Hampton Inn; and Kansas City, Missouri Hampton Inn), the Anchorage, AlaskaEmbassy Suites Hotel and the required pro forma financial information;
Current Report on Form 8-K/A filed with the SEC on June 29, 2010; includes the financial statements for the Raymond Hotels Portfolio (which includes the Boise, Idaho Hampton Inn & Suites; Rogers, Arkansas Homewood Suites; St. Louis, Missouri Hampton Inn & Suites; Oklahoma City, Oklahoma
Hampton Inn & Suites; Rogers, Arkansas Hampton Inn; St. Louis, Missouri Hampton Inn; and Kansas City, Missouri Hampton Inn) and the required pro forma financial information;
The description of our Units contained in our Registration Statement filed on Form 8-A (File No. 000-53603), filed with the SEC on March 27, 2009; and
Current Reports on Form 8-K filed with the SEC on January 2, 2009, January 7, 2009, January 8, 2009, January 22, 2009, February 3, 2009, February 6, 2009, February 17, 2009, March 10, 2009, March 16, 2009, April 10, 2009, May 26, 2009, June 3, 2009, June 18, 2009, July 2, 2009, August 21, 2009,
September 28, 2009, November 20, 2009, January 12, 2010, January 20, 2010, March 19, 2010, April 16, 2010, May 4, 2010, May 10, 2010, May 28, 2010, and June 3, 2010.
All of the documents that we have incorporated by reference into this prospectus are available on the SECs website, www.sec.gov. In addition, these documents can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, NE, Washington, D.C. 20549. Copies
also can be obtained by mail from the Public Reference Room at prescribed rates. Please call the SEC at (800) SEC-0330 for further information on the operation of the Public Reference Room.
In addition, we will provide to each person, including any beneficial owner of our common shares, to whom this prospectus is delivered, a copy of any or all of the information that we have incorporated by reference into this prospectus, as supplemented, but not delivered with this prospectus. To
receive a free copy of any of the documents incorporated by reference in this prospectus, other than exhibits, unless they are specifically incorporated by reference in those documents, call or write us at 814 East Main Street, Richmond, Virginia 23219, Attention: Kelly Clarke, (804) 344-8121. The
documents also may be accessed on our website at www.applereitnine.com. The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by
reference in this prospectus.
S-7
Summary of Real Estate Investments
Since our prospectus dated September 21, 2009, we have purchased 14 additional hotels. Currently, through our subsidiaries, we own a total of 45 hotels. These hotels contain a total of 5,533 guest rooms. They were purchased for an aggregate gross purchase price of $770.6 million. Financial and
operating information about our purchased hotels is provided in another section below.
In addition, we currently own, through one of our subsidiaries, approximately 410 acres of land and land improvements located on 111 individual sites in the Ft. Worth, Texas area. The purchase price for this land was approximately $145 million. The land is leased to Chesapeake Energy Corporation
for the production of natural gas. Under the ground lease, we receive monthly rental payments.
Description of Real Estate Owned
The map below shows the states in which our hotels are located, and the following charts summarize our room and franchise information.
States in which Our Hotels are Located
S-8
Number of Guest Rooms by State
Type and Number of Hotel Franchises
S-9
Summary of Potential Acquisitions
We have entered into, or caused one of our indirect wholly-owned subsidiaries to enter into, purchase contracts for 10 other hotels. These contracts are for direct hotel purchases. The following table summarizes the hotel and contract information:
Hotel Location
Franchise
Date of
Number of
Gross
1.
Holly Springs, North Carolina(a)
Hampton Inn
January 6, 2009
124
$
14,880,000
2.
Jacksonville, North Carolina
Fairfield Inn & Suites
December 11, 2009
79
7,800,000
3.
Santa Ana, California(a)
Courtyard
February 1, 2010
155
24,800,000
4.
Rogers, Arkansas(c)
Hampton Inn
March 16, 2010
122
9,600,000
5.
St. Louis, Missouri(c)
Hampton Inn
March 16, 2010
190
23,000,000
6.
Kansas City, Missouri(c)
Hampton Inn
March 16, 2010
122
10,130,000
7.
Lafayette, Louisiana(a)(b)
SpringHill Suites
March 29, 2010
103
10,232,110
8.
Lafayette, Louisiana
Hilton Garden Inn
May 28, 2010
153
22,900,000
9.
West Monroe, Louisiana
Hilton Garden Inn
May 28, 2010
134
10,000,000
10.
Silver Spring, Maryland(a)
Hilton Garden Inn
June 25, 2010
107
17,500,000
Total
1,289
$
150,842,110
Notes for Table:
(a)
The indicated hotels are currently under construction. The table shows the expected number of rooms upon hotel completion and the expected franchise.
(b)
If the seller meets all of the conditions to closing, we are obligated to specifically perform under the purchase contract. As the property is under construction at this time, the seller has not met all conditions to closing.
(c)
Purchase contract for these hotels requires the assumption of loans secured by the hotels. Total outstanding principal is approximately $29.0 million. The loans have current interest rates varying from 5.2%5.5% maturity dates from September 2015 to October 2015, and require monthly payments of
principal and interest on an amortized basis.
In general, each purchase contract listed above required a deposit upon (or shortly after) execution. An additional deposit is typically due upon the expiration of the contract review period. Additionally, for the Santa Ana Courtyard, upon the issuance of the building permit by the City of Santa Ana,
the Company will be required to fund an additional deposit of $6 million. If a closing occurs under a purchase contract, the initial and additional deposits are credited toward the purchase price. If a closing does not occur because the seller fails to satisfy a condition to closing or breaches the purchase
contract, the applicable deposits would be refunded to us. The total of both the initial and additional deposits for the purchase contracts listed above is $8.2 million.
For each purchase contract listed above, there are material conditions to closing that presently remain unsatisfied. Accordingly, there can be no assurance at this time that a closing will occur under any of these purchase contracts.
On October 14, 2009, through one of our indirect wholly-owned subsidiaries, we entered into a ground lease for approximately one acre of land located in downtown Richmond, Virginia. The lease terminates on December 31, 2098, subject to our right to exercise two renewal periods of ten years
each. We intend to use the land to build two nationally recognized brand hotels. Under the terms of the lease we have a Study Period to determine the viability of the hotels. We can terminate the lease for any reason during the Study Period, which originally ended on April 14, 2010. The Study Period
was extended for six months to October 14, 2010, in April 2010. After the Study Period, the lease continues to be subject to various conditions, including but not limited to obtaining various permits, licenses, zoning variances and franchise approvals. If any of these conditions are not met we have the
right to terminate the lease at any time. Rent payments are not required until we decide to begin construction on the hotels. Annual rent under the lease is $300,000 with adjustments throughout the lease term based on the Consumer Price Index. As there are many conditions to
S-10
Purchase
Contract
Rooms
Purchase
Price
beginning construction on the hotels, there are no assurances that we will construct the hotels or continue the lease.
Recent Terminations
In December 2009 the Company terminated two purchase contracts for hotels in Hillsboro, Oregon. The contracts were initially entered into in October 2008. The seller was not able to begin construction of the hotels, and as a result the contracts were terminated by the Company and the initial
aggregate deposit of $200,000 was returned to the Company.
Source of Funds and Related Party Payments
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 March 31, 2010 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., Apple Suites Realty Group, Inc. and Apple Nine Advisors, Inc. are owned by Glade M. Knight, our Chairman and Chief Executive Officer.
As described on page 41 of our 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 March 31, 2010.
Cumulative through March 31, 2010
Incurred
Paid
Accrued
Offering Phase
Selling commissions paid to David Lerner Associates, Inc. in connection with the offering
$
94,701,000
$
94,701,000
$
Marketing expense allowance paid to David Lerner Associates, Inc. in connection with the offering
31,567,000
31,567,000
126,268,000
126,268,000
Acquisition Phase
Acquisition commission paid to Apple Suites Realty Group, Inc.
15,321,000
15,321,000
Operations Phase
Asset management fee paid to Apple Nine Advisors, Inc.
1,179,000
1,179,000
Reimbursement of costs paid to Apple Nine Advisors, Inc.
2,792,000
2,792,000
Amendment to Our Unit Redemption Program
On October 8, 2009, our Board of Directors adopted a resolution amending our Unit redemption program. The first full paragraph on page 128 of our prospectus describing the Unit redemption program is amended as follows:
If funds available for our Unit redemption program are not sufficient to accommodate all requests, Units will be redeemed as follows: first, pro rata as to redemptions upon the death or disability of a shareholder; next pro rata as to redemptions to shareholders who demonstrate, in the discretion of
our board of directors, another involuntary exigent circumstance, such as bankruptcy; next pro rata as to redemptions to shareholders subject to a mandatory distribution requirement under such shareholders IRA; pro rata as to shareholders seeking redemption of all Units owned by them who
beneficially or of record fewer than 100 Units; and, finally, pro rata as to other redemption requests. The board of directors, in its sole discretion, may choose to suspend or terminate the Unit redemption program or to reduce the number of Units purchased under the Unit redemption program if it
determines the funds otherwise available to fund our Unit redemption program are needed for other purposes.
(Remainder of Page Intentionally Left Blank)
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SUMMARY OF CONTRACTS
The following information updates the contract information included in our prospectus dated September 21, 2009 for our recently purchased hotels. These recent hotel purchases were funded by the proceeds from our ongoing best-efforts offering of Units.
Ownership, Leasing and Management Summary
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 the hotels we have purchased since our prospectus dated September 21, 2009:
Hotel Location
Franchise (a)
Hotel
Lessee
Manager
1.
Baton Rouge, Louisiana
SpringHill Suites
Apple Nine
Apple Nine
Dimension
2.
Johnson City, Tennessee
Courtyard
Sunbelt-CJT,
Apple Nine
LBAM-Investor
3.
Houston, Texas
Marriott
Apple Nine
Apple Nine
Texas Western
4.
Albany, Georgia
Fairfield Inn & Suites
Sunbelt-RAG,
Apple Nine
LBAM-Investor
5.
Panama City, Florida
TownePlace Suites
Sunbelt-RPC,
Apple Nine
LBAM-Investor
6.
Clovis, California
Homewood Suites
Apple Nine
Apple Nine
Dimension
7.
Jacksonville, North Carolina
TownePlace Suites
Apple Nine
Apple Nine
LBAM-Investor
8.
Miami, Florida
Hampton Inn & Suites
Apple Nine
Apple Nine
Dimension
9.
Anchorage, Alaska
Embassy Suites
Apple Nine
Apple Nine
Stonebridge Realty
10.
Boise, Idaho
Hampton Inn & Suites
Apple Nine
Apple Nine
Raymond
11.
Rogers, Arkansas
Homewood Suites
Apple Nine
Apple Nine
Raymond
12.
St. Louis, Missouri
Hampton Inn & Suites
Apple Nine
Apple Nine
Raymond
13.
Oklahoma City, Oklahoma
Hampton Inn & Suites
Apple Nine
Apple Nine
Raymond
14.
Fort Worth, Texas
TownePlace Suites
Apple Nine
Apple Nine
Texas
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FOR OUR RECENTLY PURCHASED PROPERTIES
Owner/Lessor
Hospitality
Ownership, Inc.
Hospitality
Management, Inc.
Development
Two, LLC
L.L.C.
Hospitality
Management, Inc.
Group, L.L.C.(b)
Hospitality
Ownership, Inc.
Hospitality
Texas Services II, Inc.
Management
Partners, L.P.(b)
L.L.C.
Hospitality
Management, Inc.
Group, L.L.C.(b)
L.L.C.
Hospitality
Management, Inc.
Group, L.L.C.(b)
Hospitality
Ownership, Inc.
Hospitality
Management, Inc.
Development
Two, LLC
North
Carolina, L.P.
Hospitality
Management, Inc.
Group, L.L.C.
Hospitality
Ownership, Inc.
Hospitality
Management, Inc.
Development
Two, LLC
Hospitality
Ownership, Inc.
Hospitality
Management, Inc.
Advisors, Inc.(b)
Hospitality
Ownership, Inc.
Hospitality
Management, Inc.
Management
Company, Inc.(b)
Hospitality
Ownership, Inc.
Hospitality
Management, Inc.
Management
Company, Inc.(b)
Missouri, LLC
Hospitality
Management, Inc.
Management
Company, Inc.(b)
Oklahoma, LLC
Hospitality
Management, Inc.
Management
Company, Inc.(b)
Hospitality
Ownership, Inc.
Hospitality
Texas Services II, Inc.
Western
Management
Partners, L.P.(b)
Notes for Table:
(a)
All brand and trade names, logos or trademarks contained, or referred to, in this prospectus supplement are the properties of their respective owners. These references shall not in any way be construed as participation by, or endorsement of, our offering by any of our franchisors or managers.
(b)
The hotel specified was purchased from an affiliate of the indicated manager.
We have no material relationship or affiliation with the hotel sellers or managers, except for the relationship resulting from our purchases, our management agreements for the hotels we own and any related documents.
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 a 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 are the annual base rent and the lease
commencement date for the hotels we have purchased since our prospectus dated September 21, 2009:
Hotel Location
Franchise
Annual
Date of Lease
1.
Baton Rouge, Louisiana
SpringHill Suites
$
974,274
September 25, 2009
2.
Johnson City, Tennessee
Courtyard
723,153
September 25, 2009
3.
Houston, Texas
Marriott
2,367,460
January 8, 2010
4.
Albany, Georgia
Fairfield Inn & Suites
698,338
January 14, 2010
5.
Panama City, Florida
TownePlace Suites
695,825
January 19, 2010
6.
Clovis, California
Homewood Suites
546,980
February 2, 2010
7.
Jacksonville, North Carolina
TownePlace Suites
1,046,227
February 16, 2010
8.
Miami, Florida
Hampton Inn & Suites
1,188,311
April 9, 2010
9.
Anchorage, Alaska
Embassy Suites
3,065,571
April 30, 2010
10.
Boise, Idaho
Hampton Inn & Suites
1,769,990
April 30, 2010
11.
Rogers, Arkansas
Homewood Suites
722,695
April 30, 2010
12.
St. Louis, Missouri
Hampton Inn & Suites
1,309,803
April 30, 2010
13.
Oklahoma City, Oklahoma
Hampton Inn & Suites
2,547,805
May 28, 2010
14.
Fort Worth, Texas
TownePlace Suites
1,436,528
July 19, 2010
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.
S-13
Base Rent
Commencement
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
In general, for our hotels franchised by Marriott International, Inc. or one of its affiliates, there is a relicensing franchise agreement between the applicable lessee (as specified in a previous section) and Marriott International, Inc. or an affiliate. Each relicensing franchise agreement provides for the
payment of royalty fees and marketing contributions to the franchisor. A percentage of gross room revenues is used to determine these payments. In addition, we have caused Apple Nine Hospitality, Inc. or another one of our subsidiaries to provide a separate guaranty of the payment and performance of
the applicable lessee under the relicensing franchise agreement.
For the hotels franchised by Hilton Worldwide or one of its affiliates, there is a franchise license agreement between the applicable lessee and Hilton Worldwide 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 franchisors.
FINANCIAL AND OPERATING INFORMATION
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 the hotels we have purchased:
Table 1. General Information
Hotel Location
Franchise
Number
Gross
Average
Federal
Purchase Date
1.
Tucson, Arizona
Hilton Garden Inn
125
$
18,375,000
$120-149
$
17,397,150
July 31, 2008
2.
Charlotte, North Carolina
Homewood Suites
112
5,750,000
129-189
4,729,410
September 24, 2008
3.
Santa Clarita, California
Courtyard
140
22,700,000
129-209
18,243,805
September 24, 2008
4.
Allen, Texas
Hampton Inn & Suites
103
12,500,000
144-159
11,100,086
September 26, 2008
5.
Twinsburg, Ohio
Hilton Garden Inn
142
17,792,440
134-161
16,387,690
October 7, 2008
6.
Lewisville, Texas
Hilton Garden Inn
165
28,000,000
149-176
24,529,875
October 16, 2008
7.
Duncanville, Texas
Hilton Garden Inn
142
19,500,000
143-199
17,779,620
October 21, 2008
S-14
FOR OUR PURCHASED
PROPERTIES
of
Rooms/
Suites
Purchase
Price
Daily
Rate
(Price)
per
Room/
Suite(a)
Income Tax
Basis for
Depreciable
Real
Property
Component
Of Hotel(b)
Hotel Location
Franchise
Number
Gross
Average
Federal
Purchase Date
8.
Santa Clarita, California
Hampton Inn
128
17,129,348
109
15,358,348
October 29, 2008
9.
Santa Clarita, California
Residence Inn
90
16,599,578
139-199
14,118,232
October 29, 2008
10.
Santa Clarita, California
Fairfield Inn
66
9,337,262
89-119
7,517,608
October 29, 2008
11.
Beaumont, Texas(c)
Residence Inn
133
16,900,000
159-179
15,752,641
October 29, 2008
12.
Pueblo, Colorado
Hampton Inn & Suites
81
8,025,000
149-199
7,157,264
October 31, 2008
13.
Allen, Texas
Hilton Garden Inn
150
18,500,000
129-149
16,405,653
October 31, 2008
14.
Bristol, Virginia
Courtyard
175
18,650,000
119-189
17,115,637
November 7, 2008
15.
Durham, North Carolina
Homewood Suites
122
19,050,000
144-209
17,846,600
December 4, 2008
16.
Hattiesburg, Mississippi(c)
Residence Inn
84
9,793,028
139-149
8,910,083
December 11, 2008
17.
Jackson, Tennessee
Courtyard
94
15,200,000
129-139
14,240,000
December 16, 2008
18.
Jackson, Tennessee
Hampton Inn & Suites
83
12,600,000
119-149
11,926,000
December 30, 2008
19.
Fort Lauderdale, Florida
Hampton Inn
109
19,290,434
149-169
18,080,922
December 31, 2008
20.
Pittsburgh, Pennsylvania
Hampton Inn
132
20,457,777
129-159
18,019,257
December 31, 2008
21.
Frisco, Texas(c)
Hilton Garden Inn
102
15,050,000
99-209
12,608,112
December 31, 2008
22.
Round Rock, Texas
Hampton Inn
93
11,500,000
119-139
10,658,652
March 6, 2009
23.
Panama City, Florida(c)
Hampton Inn & Suites
95
11,600,000
159-189
9,995,450
March 12, 2009
24.
Austin, Texas
Homewood Suites
97
17,700,000
149-189
15,866,419
April 14, 2009
25.
Austin, Texas
Hampton Inn
124
18,000,000
129-149
16,587,854
April 14, 2009
26.
Dothan, Alabama(c)
Hilton Garden Inn
104
11,600,836
119-169
10,564,205
June 1, 2009
27.
Troy, Alabama(c)
Courtyard
90
8,696,456
109-159
8,129,696
June 18, 2009
28.
Orlando, Florida(c)
Fairfield Inn & Suites
200
25,800,000
89-109
22,650,000
July 1, 2009
29.
Orlando, Florida(c)
SpringHill Suites
200
29,000,000
94-109
25,850,000
July 1, 2009
30.
Clovis, California(c)
Hampton Inn & Suites
86
11,150,000
99-139
9,860,000
July 31, 2009
31.
Rochester, Minnesota(c)
Hampton Inn & Suites
124
14,136,000
109-119
13,219,780
August 3, 2009
32.
Baton Rouge, Louisiana(c)
SpringHill Suites
119
15,100,000
99-134
13,820,000
September 25, 2009
33.
Johnson City, Tennessee(c)
Courtyard
90
9,879,788
119-169
8,774,788
September 25, 2009
34.
Houston, Texas(c)
Marriott
206
50,750,000
199-279
46,605,026
January 8, 2010
35.
Albany, Georgia(c)
Fairfield Inn & Suites
87
7,919,790
109
7,070,116
January 14, 2010
36.
Panama City, Florida(c)
TownePlace Suites
103
10,640,346
84-99
9,732,274
January 19, 2010
37.
Clovis, California(c)
Homewood Suites
83
12,435,000
119-139
10,932,060
February 2, 2010
38.
Jacksonville, North Carolina
TownePlace Suites
86
9,200,000
119-129
8,568,200
February 16, 2010
39.
Miami, Florida
Hampton Inn & Suites
121
11,900,000
139-159
9,927,800
April 9, 2010
40.
Anchorage, Alaska
Embassy Suites
169
42,000,000
174-299
39,040,017
April 30, 2010
41.
Boise, Idaho
Hampton Inn & Suites
186
22,370,000
119-179
21,034,240
April 30, 2010
42.
Rogers, Arkansas
Homewood Suites
126
10,900,000
109-139
9,514,300
April 30, 2010
43.
St. Louis, Missouri
Hampton Inn & Suites
126
16,000,000
139-149
15,240,730
April 30, 2010
44.
Oklahoma City, Oklahoma
Hampton Inn & Suites
200
32,656,898
144-199
31,227,392
May 28, 2010
45.
Fort Worth, Texas(c)
TownePlace Suites
140
18,460,000
139-169
16,353,092
July 19, 2010
Total
5,533
$
770,594,981
of
Rooms/
Suites
Purchase
Price
Daily
Rate
(Price)
per
Room/
Suite(a)
Income Tax
Basis for
Depreciable
Real
Property
Component
Of Hotel(b)
|
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 hotels personal property component. |
||||||||||||||||||
|
||||||||||||||||||||
(c) |
|
The date that the hotel was acquired was the date the hotel began operations.
|
S-15
Table 2. Loan Information(a)
Hotel
Franchise
Assumed
Annual
Maturity
1.
Allen, Texas
Hilton Garden Inn
$
10,786,698
5.37
%
October 2015
2.
Bristol, Virginia
Courtyard
9,767,131
6.59
%
August 2016
3.
Duncanville, Texas
Hilton Garden Inn
13,965,858
5.88
%
May 2017
4.
Round Rock, Texas
Hampton Inn
4,175,225
5.95
%
May 2016
5.
Austin, Texas
Homewood Suites
7,555,797
5.99
%
March 2016
6.
Austin, Texas
Hampton Inn
7,553,015
5.95
%
March 2016
$
53,803,724
Note for Table 2:
(a)
This table summarizes loans that (i) pre-dated our purchase, (ii) are secured by our hotels, and (iii) were assumed by our purchasing subsidiary. Each loan provides for monthly payments of principal and interest on an amortized basis.
Table 3. Operating Information (a)
PART A
Hotel Location
Franchise
Avg. Daily Occupancy Rates (%)
2005
2006
2007
2008
2009
1.
Tucson, Arizona
Hilton Garden Inn
61
%
68
%
2.
Charlotte, North Carolina
Homewood Suites
78
%
76
%
71
%
53
%
52
%
3.
Santa Clarita, California
Courtyard
51
%
61
%
66
%
4.
Allen, Texas
Hampton Inn & Suites
51
%
68
%
69
%
60
%
5.
Twinsburg, Ohio
Hilton Garden Inn
64
%
63
%
66
%
66
%
62
%
6.
Lewisville, Texas
Hilton Garden Inn
42
%
63
%
61
%
7.
Duncanville, Texas
Hilton Garden Inn
59
%
64
%
65
%
66
%
58
%
8.
Santa Clarita, California
Hampton Inn
83
%
82
%
78
%
70
%
63
%
9.
Santa Clarita, California
Residence Inn
91
%
91
%
89
%
85
%
76
%
10.
Santa Clarita, California
Fairfield Inn
89
%
88
%
83
%
81
%
79
%
11.
Beaumont, Texas
Residence Inn
85
%
76
%
12.
Pueblo, Colorado
Hampton Inn & Suites
61
%
67
%
74
%
70
%
60
%
13.
Allen, Texas
Hilton Garden Inn
73
%
73
%
68
%
65
%
53
%
14.
Bristol, Virginia
Courtyard
54
%
65
%
67
%
57
%
61
%
15.
Durham, North Carolina
Homewood Suites
67
%
73
%
73
%
69
%
59
%
16.
Hattiesburg, Mississippi
Residence Inn
75
%
17.
Jackson, Tennessee
Courtyard
52
%
67
%
18.
Jackson, Tennessee
Hampton Inn & Suites
80
%
87
%
80
%
19.
Fort Lauderdale, Florida
Hampton Inn
85
%
85
%
89
%
85
%
73
%
20.
Pittsburgh, Pennsylvania
Hampton Inn
76
%
73
%
80
%
81
%
73
%
21.
Frisco, Texas
Hilton Garden Inn
45
%
22.
Round Rock, Texas
Hampton Inn
73
%
81
%
85
%
80
%
72
%
23.
Panama City, Florida
Hampton Inn & Suites
44
%
24.
Austin, Texas
Homewood Suites
82
%
89
%
80
%
81
%
77
%
25.
Austin, Texas
Hampton Inn
76
%
82
%
80
%
77
%
70
%
26.
Dothan, Alabama
Hilton Garden Inn
46
%
27.
Troy, Alabama
Courtyard
36
%
28.
Orlando, Florida
Fairfield Inn & Suites
56
%
29.
Orlando, Florida
SpringHill Suites
65
%
30.
Clovis, California
Hampton Inn & Suites
36
%
31.
Rochester, Minnesota
Hampton Inn & Suites
28
%
S-16
Principal
Balance of Loan
Interest
Rate
Date
Hotel Location
Franchise
Avg. Daily Occupancy Rates (%)
2005
2006
2007
2008
2009
32.
Baton Rouge, Louisiana
SpringHill Suites
32
%
33.
Johnson City, Tennessee
Courtyard
49
%
34.
Houston, Texas
Marriott
35.
Albany, Georgia
Fairfield Inn & Suites
36.
Panama City, Florida
TownePlace Suites
37.
Clovis, California
Homewood Suites
38.
Jacksonville, North Carolina
TownePlace Suites
83
%
90
%
39.
Miami, Florida
Hampton Inn & Suites
87
%
83
%
86
%
85
%
77
%
40.
Anchorage, Alaska
Embassy Suites
69
%
72
%
41.
Boise, Idaho
Hampton Inn & Suites
64
%
71
%
73
%
42.
Rogers, Arkansas
Homewood Suites
15
%
51
%
64
%
58
%
43.
St. Louis, Missouri
Hampton Inn & Suites
72
%
76
%
74
%
75
%
44.
Oklahoma City, Oklahoma
Hampton Inn & Suites
75
%
45.
Fort Worth, Texas
TownePlace Suites
PART B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Hotel Location |
Franchise |
Revenue per Available Room/Suite ($) |
||||||||||||||||||||||||||||||||||||||||||
2005 |
2006 |
2007 |
2008 |
2009 |
||||||||||||||||||||||||||||||||||||||||
|
1. |
Tucson, Arizona |
Hilton Garden Inn |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
65 |
|
|
$ |
|
73 |
||||||||||||||||||||||
|
2. |
Charlotte, North Carolina |
Homewood Suites |
|
|
$ |
|
55 |
|
|
$ |
|
62 |
|
|
$ |
|
67 |
|
|
$ |
|
51 |
|
|
$ |
|
46 |
||||||||||||||||
|
3. |
Santa Clarita, California |
Courtyard |
|
|
|
|
|
|
|
|
$ |
|
59 |
|
|
$ |
|
70 |
|
|
$ |
|
68 |
||||||||||||||||||||
|
4. |
Allen, Texas |
Hampton Inn & Suites |
|
|
|
|
|
$ |
|
53 |
|
|
$ |
|
76 |
|
|
$ |
|
79 |
|
|
$ |
|
63 |
||||||||||||||||||
|
5. |
Twinsburg, Ohio |
Hilton Garden Inn |
|
|
$ |
|
62 |
|
|
$ |
|
64 |
|
|
$ |
|
69 |
|
|
$ |
|
71 |
|
|
$ |
|
63 |
||||||||||||||||
|
6. |
Lewisville, Texas |
Hilton Garden Inn |
|
|
|
|
|
|
|
|
$ |
|
50 |
|
|
$ |
|
72 |
|
|
$ |
|
65 |
||||||||||||||||||||
|
7. |
Duncanville, Texas |
Hilton Garden Inn |
|
|
$ |
|
56 |
|
|
$ |
|
66 |
|
|
$ |
|
73 |
|
|
$ |
|
75 |
|
|
$ |
|
59 |
||||||||||||||||
|
8. |
Santa Clarita, California |
Hampton Inn |
|
|
$ |
|
83 |
|
|
$ |
|
91 |
|
|
$ |
|
86 |
|
|
$ |
|
72 |
|
|
$ |
|
60 |
||||||||||||||||
|
9. |
Santa Clarita, California |
Residence Inn |
|
|
$ |
|
110 |
|
|
$ |
|
120 |
|
|
$ |
|
120 |
|
|
$ |
|
110 |
|
|
$ |
|
89 |
||||||||||||||||
|
10. |
Santa Clarita, California |
Fairfield Inn |
|
|
$ |
|
82 |
|
|
$ |
|
95 |
|
|
$ |
|
88 |
|
|
$ |
|
78 |
|
|
$ |
|
68 |
||||||||||||||||
|
11. |
Beaumont, Texas |
Residence Inn |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
133 |
|
|
$ |
|
91 |
||||||||||||||||||||||
|
12. |
Pueblo, Colorado |
Hampton Inn & Suites |
|
|
$ |
|
42 |
|
|
$ |
|
51 |
|
|
$ |
|
70 |
|
|
$ |
|
72 |
|
|
$ |
|
54 |
||||||||||||||||
|
13. |
Allen, Texas |
Hilton Garden Inn |
|
|
$ |
|
72 |
|
|
$ |
|
77 |
|
|
$ |
|
76 |
|
|
$ |
|
74 |
|
|
$ |
|
58 |
||||||||||||||||
|
14. |
Bristol, Virginia |
Courtyard |
|
|
$ |
|
50 |
|
|
$ |
|
58 |
|
|
$ |
|
66 |
|
|
$ |
|
66 |
|
|
$ |
|
65 |
||||||||||||||||
|
15. |
Durham, North Carolina |
Homewood Suites |
|
|
$ |
|
71 |
|
|
$ |
|
81 |
|
|
$ |
|
88 |
|
|
$ |
|
85 |
|
|
$ |
|
65 |
||||||||||||||||
|
16. |
Hattiesburg, Mississippi |
Residence Inn |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
71 |
||||||||||||||||||||||||
|
17. |
Jackson, Tennessee |
Courtyard |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
58 |
|
|
$ |
|
71 |
||||||||||||||||||||||
|
18. |
Jackson, Tennessee |
Hampton Inn & Suites |
|
|
|
|
|
|
|
|
$ |
|
92 |
|
|
$ |
|
105 |
|
|
$ |
|
95 |
||||||||||||||||||||
|
19. |
Fort Lauderdale, Florida |
Hampton Inn |
|
|
$ |
|
90 |
|
|
$ |
|
102 |
|
|
$ |
|
112 |
|
|
$ |
|
105 |
|
|
$ |
|
85 |
||||||||||||||||
|
20. |
Pittsburgh, Pennsylvania |
Hampton Inn |
|
|
$ |
|
71 |
|
|
$ |
|
75 |
|
|
$ |
|
90 |
|
|
$ |
|
101 |
|
|
$ |
|
94 |
||||||||||||||||
|
21. |
Frisco, Texas |
Hilton Garden Inn |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
47 |
||||||||||||||||||||||||
|
22. |
Round Rock, Texas |
Hampton Inn |
|
|
$ |
|
61 |
|
|
$ |
|
72 |
|
|
$ |
|
81 |
|
|
$ |
|
85 |
|
|
$ |
|
73 |
||||||||||||||||
|
23. |
Panama City, Florida |
Hampton Inn & Suites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
42 |
||||||||||||||||||||||||
|
24. |
Austin, Texas |
Homewood Suites |
|
|
$ |
|
79 |
|
|
$ |
|
96 |
|
|
$ |
|
103 |
|
|
$ |
|
110 |
|
|
$ |
|
97 |
||||||||||||||||
|
25. |
Austin, Texas |
Hampton Inn |
|
|
$ |
|
63 |
|
|
$ |
|
74 |
|
|
$ |
|
83 |
|
|
$ |
|
93 |
|
|
$ |
|
75 |
||||||||||||||||
|
26. |
Dothan, Alabama |
Hilton Garden Inn |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
47 |
||||||||||||||||||||||||
|
27. |
Troy, Alabama |
Courtyard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
30 |
||||||||||||||||||||||||
|
28. |
Orlando, Florida |
Fairfield Inn & Suites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
37 |
||||||||||||||||||||||||
|
29. |
Orlando, Florida |
SpringHill Suites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
48 |
||||||||||||||||||||||||
|
30. |
Clovis, California |
Hampton Inn & Suites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
35 |
||||||||||||||||||||||||
|
31. |
Rochester, Minnesota |
Hampton Inn & Suites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
23 |
||||||||||||||||||||||||
|
32. |
Baton Rouge, Louisiana |
SpringHill Suites |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
27 |
||||||||||||||||||||||||
|
33. |
Johnson City, Tennessee |
Courtyard |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
42 |
||||||||||||||||||||||||
|
34. |
Houston, Texas |
Marriott |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-17
Hotel Location
Franchise
Revenue per Available Room/Suite ($)
2005
2006
2007
2008
2009
35.
Albany, Georgia
Fairfield Inn & Suites
36.
Panama City, Florida
TownePlace Suites
37.
Clovis, California
Homewood Suites
38.
Jacksonville, North Carolina
TownePlace Suites
$
79
$
88
39.
Miami, Florida
Hampton Inn & Suites
$
79
$
92
$
108
$
105
$
80
40.
Anchorage, Alaska
Embassy Suites
$
122
$
111
41.
Boise, Idaho
Hampton Inn & Suites
$
65
$
76
$
72
42.
Rogers, Arkansas
Homewood Suites
$
17
$
59
$
58
$
53
43.
St. Louis, Missouri
Hampton Inn & Suites
$
76
$
90
$
86
$
79
44.
Oklahoma City, Oklahoma
Hampton Inn & Suites
$
83
45.
Fort Worth, Texas
TownePlace Suites
|
Note for Table 3
|
||||||||||||||||||||
(a) |
|
|
Operating data is presented for the last five years (or since the beginning of hotel operations). Hotels with no data for a period were under construction and not open at that time. The first year of data for a hotel reflects results only for the period of time open and may not be a reflection of results once established in its market. See Table 1. General Information on page S-14 for the date the hotel was acquired.
|
Table 4. Tax and Related Information
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Hotel Location |
Franchise |
Tax Year |
Real
|
Real
|
||||||||||||||||||||||||||
|
1. |
Tucson, Arizona |
Hilton Garden Inn |
|
|
2009(a |
) |
|
|
|
3.0 |
% |
|
|
|
$ |
|
182,214 |
||||||||||||
|
2. |
Charlotte, North Carolina |
Homewood Suites |
|
|
2009(a |
) |
|
|
|
1.3 |
% |
|
|
|
75,716 |
||||||||||||||
|
3. |
Santa Clarita, California |
Courtyard |
|
|
2009(b |
) |
|
|
|
1.2 |
% |
|
|
|
244,355 |
||||||||||||||
|
4. |
Allen, Texas |
Hampton Inn & Suites |
|
|
2009(a |
) |
|
|
|
2.4 |
% |
|
|
|
165,942 |
||||||||||||||
|
5. |
Twinsburg, Ohio |
Hilton Garden Inn |
|
|
2009(a |
) |
|
|
|
2.0 |
% |
|
|
|
206,372 |
||||||||||||||
|
6. |
Lewisville, Texas |
Hilton Garden Inn |
|
|
2009(a |
) |
|
|
|
2.3 |
% |
|
|
|
173,620 |
||||||||||||||
|
7. |
Duncanville, Texas |
Hilton Garden Inn |
|
|
2009(a |
) |
|
|
|
2.7 |
% |
|
|
|
264,406 |
||||||||||||||
|
8. |
Santa Clarita, California |
Hampton Inn |
|
|
2009(b |
) |
|
|
|
1.3 |
% |
|
|
|
204,837 |
||||||||||||||
|
9. |
Santa Clarita, California |
Residence Inn |
|
|
2009(b |
) |
|
|
|
1.3 |
% |
|
|
|
140,814 |
||||||||||||||
|
10. |
Santa Clarita, California |
Fairfield Inn |
|
|
2009(b |
) |
|
|
|
1.3 |
% |
|
|
|
103,264 |
||||||||||||||
|
11. |
Beaumont, Texas |
Residence Inn |
|
|
2009(a |
) |
|
|
|
2.6 |
% |
|
|
|
266,990 |
||||||||||||||
|
12. |
Pueblo, Colorado |
Hampton Inn & Suites |
|
|
2009(a |
) |
|
|
|
2.6 |
% |
|
|
|
68,945 |
||||||||||||||
|
13. |
Allen Texas |
Hilton Garden Inn |
|
|
2009(a |
) |
|
|
|
2.4 |
% |
|
|
|
245,621 |
||||||||||||||
|
14. |
Bristol, Virginia |
Courtyard |
|
|
2009(a |
) |
|
|
|
0.9 |
% |
|
|
|
61,125 |
||||||||||||||
|
15. |
Durham, North Carolina |
Homewood Suites |
|
|
2009(a |
) |
|
|
|
1.2 |
% |
|
|
|
135,546 |
||||||||||||||
|
16. |
Hattiesburg, Mississippi |
Residence Inn |
|
|
2009(a |
) |
|
|
|
2.3 |
% |
|
|
|
119,504 |
||||||||||||||
|
17. |
Jackson, Tennessee |
Courtyard |
|
|
2009(a |
) |
|
|
|
1.8 |
% |
|
|
|
102,240 |
||||||||||||||
|
18. |
Jackson, Tennessee |
Hampton Inn & Suites |
|
|
2009(a |
) |
|
|
|
1.8 |
% |
|
|
|
78,504 |
||||||||||||||
|
19. |
Fort Lauderdale, Florida |
Hampton Inn |
|
|
2009(a |
) |
|
|
|
2.0 |
% |
|
|
|
208,760 |
||||||||||||||
|
20. |
Pittsburgh, Pennsylvania |
Hampton Inn |
|
|
2009(a |
) |
|
|
|
2.9 |
% |
|
|
|
229,625 |
||||||||||||||
|
21. |
Frisco, Texas |
Hilton Garden Inn |
|
|
2009(a |
) |
|
|
|
2.2 |
% |
|
|
|
249,005 |
||||||||||||||
|
22. |
Round Rock, Texas |
Hampton Inn |
|
|
2009(a |
) |
|
|
|
2.4 |
% |
|
|
|
148,293 |
||||||||||||||
|
23. |
Panama City, Florida |
Hampton Inn & Suites |
|
|
2009(a |
)(d) |
|
|
|
1.1 |
% |
|
|
|
8,211 |
||||||||||||||
|
24. |
Austin, Texas |
Homewood Suites |
|
|
2009(a |
) |
|
|
|
2.2 |
% |
|
|
|
210,672 |
||||||||||||||
|
25. |
Austin, Texas |
Hampton Inn |
|
|
2009(a |
) |
|
|
|
2.2 |
% |
|
|
|
226,426 |
||||||||||||||
|
26. |
Dothan, Alabama |
Hilton Garden Inn |
|
|
2009(c |
)(d) |
|
|
|
3.3 |
% |
|
|
|
6,831 |
||||||||||||||
|
27. |
Troy, Alabama |
Courtyard |
|
|
2009(c |
)(d) |
|
|
|
4.1 |
% |
|
|
|
3,663 |
||||||||||||||
|
28. |
Orlando, Florida |
Fairfield Inn & Suites |
|
|
2009(a |
)(d) |
|
|
|
1.7 |
% |
|
|
|
63,806 |
||||||||||||||
|
29. |
Orlando, Florida |
SpringHill Suites |
|
|
2009(a |
)(d) |
|
|
|
3.2 |
% |
|
|
|
8,360 |
S-18
Hotel Location
Franchise
Tax Year
Real
Real
30.
Clovis, California
Hampton Inn & Suites
2009(b
)(d)
1.2
%
40,312
31.
Rochester, Minnesota
Hampton Inn & Suites
2009(a
)(d)
1.5
%
2,088
32.
Baton Rouge, Louisiana
SpringHill Suites
2009(a
)(d)
10.7
%
22,454
33.
Johnson City, Tennessee
Courtyard
2009(a
)(d)
1.4
%
14,962
34.
Houston, Texas
Marriott
2009(a
)(d)
2.8
%
200,498
35.
Albany, Georgia
Fairfield Inn & Suites
2009(a
)(d)
4.0
%
15,302
36.
Panama City, Florida
TownePlace Suites
2009(a
)(d)
1.5
%
5,719
37.
Clovis, California
Homewood Suites
2009(b
)(d)
1.2
%
12,458
38.
Jacksonville, North Carolina
TownePlace Suites
2009(a
)
1.2
%
42,741
39.
Miami, Florida
Hampton Inn & Suites
2009(a
)
1.9
%
165,510
40.
Anchorage, Alaska
Embassy Suites
2009(a
)
1.3
%
328,298
41.
Boise, Idaho
Hampton Inn & Suites
2009(a
)
1.5
%
167,968
42.
Rogers, Arkansas
Homewood Suites
2009(a
)
5.3
%
88,545
43.
St. Louis, Missouri
Hampton Inn & Suites
2009(a
)
8.3
%
245,869
44.
Oklahoma City, Oklahoma
Hampton Inn & Suites
2009(a
)
11.3
%
16,171
45.
Fort Worth, Texas
TownePlace Suites
2010(a
)(d)
2.8
%
142,557
Property
Tax Rate (e)
Property
Tax
|
Notes for Table 4:
|
||||||||||||||||||||
(a) |
|
|
Represents calendar year. |
|||||||||||||||||
|
||||||||||||||||||||
(b) |
|
Represents 12-month period from July 1, 2009 through June 30, 2010. |
||||||||||||||||||
|
||||||||||||||||||||
(c) |
|
Represents 12-month period from October 1, 2008 through September 30, 2009. |
||||||||||||||||||
|
||||||||||||||||||||
(d) |
|
The hotel property consisted of undeveloped land for a portion of the tax year, and the real property tax is not necessarily indicative of property taxes expected for the hotel in the future. |
||||||||||||||||||
|
||||||||||||||||||||
(e) |
|
Property tax rate is an aggregate figure for county, city and other local taxing authorities (to the extent applicable).
|
S-19
We are expanding our discussion in the prospectus to include the subsections and information below.
Ownership of Equity Securities by Management
The determination of beneficial ownership for purposes of this Supplement has been based on information reported to the Company and the rules and regulations of the Securities and Exchange Commission. References below to beneficial ownership by a particular person, and similar references,
should not be construed as an admission or determination by the Company that Common Shares in fact are beneficially owned by such person.
As of June 30, 2010, the Company had a total of 134,356,683 issued and outstanding Common Shares. There are no shareholders known to the Company who beneficially owned more than 5% of its outstanding voting securities on such date. The following table sets forth the beneficial ownership of
the Companys securities by its directors and executive officers as of such date:
Title of Class(1)
Name of Beneficial Owner
Amount and
Percent
Common Shares
Lisa B. Kern
20,402
*
(voting)
Bruce H. Matson
20,402
*
Michael S. Waters
20,402
*
Robert M. Wily
20,402
*
Glade M. Knight
10
*
Above directors and executive officers as a group
81,618
*
Series A
Lisa B. Kern
20,402
*
(non-voting)
Bruce H. Matson
20,402
*
Michael S. Waters
20,402
*
Robert M. Wily
20,402
*
Glade M. Knight
10
*
Above directors and executive officers as a group
81,618
*
Series B Convertible Preferred Shares
Glade M. Knight
480,000
100
%
(non-voting)
*
Less than one percent of class.
(1)
Executive officers not listed above for a particular class of securities hold no securities of such class. The Series A Preferred Shares are being issued as part of the Companys best efforts offering of Units. Each Unit consists of one Common Share and one Series A Preferred Share. The Series A
Preferred Shares have no voting rights and are not separately tradable from the Common Shares to which they relate.
(2)
Amounts shown for individuals other than Glade M. Knight consist entirely of securities that may be acquired upon the exercise of options, although no options have been exercised to date. The Series B Convertible Preferred Shares are convertible into Common Shares upon the occurrence of certain
events, under a formula which is based on the gross proceeds raised by the Company during its best-efforts offering of Units.
Information regarding the Companys equity compensation plan is set forth in note 5 to the Companys audited consolidated financial statements, which are incorporated by reference into this Supplement.
Corporate Governance
Board of Directors
The Companys Board of Directors has determined that all of the Companys directors, except Mr. Knight, are independent within the meaning of the rules of the New York Stock Exchange
S-20
Nature of
Beneficial
Ownership(2)
of Class
Preferred Shares
(which the Company, although not listed on a national exchange, has adopted for purposes of determining such independence). In making this determination, the Board considered all relationships between the director and the Company, including commercial, industrial, banking, consulting, legal,
accounting, charitable and familial relationships.
The Board has adopted a categorical standard that a director is not independent (a) if he or she receives any personal financial benefit from, on account of or in connection with a relationship between the Company and the director (excluding directors fees and options), (b) if he or she is a partner,
officer, employee or managing member of an entity that has a business or professional relationship with, and that receives compensation from, the Company, or (c) if he or she is a non-managing member or shareholder of such an entity and owns 10% or more of the membership interests or common
stock of that entity. The Board may determine that a director with a business or other relationship that does not fit within the categorical standard described in the immediately preceding sentence is nonetheless independent, but in that event, the Board is required to disclose the basis for its
determination in the Companys then current annual proxy statement. In addition, the Board has voluntarily adopted, based on rules of the New York Stock Exchange, certain conditions that prevent a director from being considered independent while the condition lasts and then for three years thereafter.
Compensation of Directors
During 2009, the directors of the Company were compensated as follows:
All Directors in 2009
. All directors were reimbursed by the Company for travel and other out-of-pocket expenses incurred by them to attend meetings of the directors or a committee and in conducting the business of the Company.
Independent Directors in 2009
. The independent directors (classified by the Company as all directors other than Mr. Knight) received annual directors fees of $15,000, plus $1,000 for each meeting of the Board attended and $1,000 for each committee meeting attended. Additionally, the Chair of the
Audit Committee receives an additional fee of $2,500 per year and the Chair of the Compensation Committee receives an additional fee of $1,500 per year. Under the Companys Non-Employee Directors Stock Option Plan, each non-employee director received options to purchase 12,466 Units,
exercisable at $11 per Unit.
Non-Independent Director in 2009
. Mr. Knight received no compensation from the Company for his services as a director.
Director Summary Compensation
Director
Year
Fees
Option
Total
Lisa B. Kern
2009
$
25,500
$
16,198
$
41,698
Bruce H. Matson
2009
20,500
16,198
36,698
Michael S. Waters
2009
23,000
16,198
39,198
Robert M. Wily
2009
23,000
16,198
39,198
Glade M. Knight
2009
(1)
The amounts in this column reflect the grant date fair value determined in accordance with FASB ASC Topic 718.
Stock Option Grants in Last Fiscal Year
In 2008, the Company adopted a Non-Employee Directors Stock Option Plan (the Directors Plan). The Directors Plan provides for automatic grants of options to acquire Units. The Directors Plan applies to directors of the Company who are not employees of the Company.
S-21
Earned
Awards(1)
Since adoption of the Directors Plan, none of the participants have exercised any of their options to acquire Units. The following table shows the options to acquire Units that were granted under the Directors Plan in 2009:
Option Grants in Last Fiscal Year
Name(1)
Number of Units
Glade M. Knight
Lisa B. Kern
12,466
Bruce H. Matson
12,466
Michael S. Waters
12,466
Robert M. Wily
12,466
(1)
Glade M. Knight is not eligible under the Directors Plan.
(2)
Options granted in 2009 are exercisable for ten years from the date of grant at an exercise price of $11 per Unit.
Certain Relationships and Agreements
The Company has significant transactions with related parties. These transactions may not have arms-length terms, and the results of the Companys operations might be different if these transactions had been conducted with unrelated parties. The Companys independent members of the Board of
Directors oversee the existing related party relationships and are required to approve any material modifications to the existing contracts. At least one member of the Companys senior management team approves each related party transaction.
The Company has contracted with Apple Suites Realty Group, Inc. (ASRG) to provide brokerage services for the acquisition and disposition of real estate assets. ASRG is wholly-owned by Glade M. Knight, the Companys Chairman and Chief Executive Officer. In accordance with the contract,
ASRG is paid a fee equal to 2% of the gross purchase or sales price (as applicable) of any acquisitions or dispositions of real estate investments, subject to certain conditions. Total amounts earned and paid to date through December 31, 2009 to ASRG for services under the terms of this contract were
approximately $13.6 million. Amounts earned in 2009 were approximately $6.7 million.
The Company also has contracted with Apple Nine Advisors, Inc. (A9A), a company wholly-owned by Glade M. Knight to advise the Company and provide day-to-day management services and due-diligence services on acquisitions. In accordance with the contract, the Company pays A9A a fee
equal to 0.1% to 0.25% of the total equity contributions to the Company, in addition to certain reimbursable expenses. The aggregate amount paid by the Company to A9A in 2009 was approximately $2.4 million. This amount includes a fee of $.7 million and costs of $1.7 million which were reimbursed
by A9A to Apple REIT Six, Inc. who provides the resources for these services.
Compensation Discussion and Analysis
General Philosophy
The Companys executive compensation philosophy is to attract, motivate and retain a superior management team. The Companys compensation program rewards each senior manager for their contribution to the Company. In addition, the Company uses annual incentive benefits that are designed to
be competitive with comparable employers and to align managements incentives with the interests of the Company and its shareholders.
With the exception of the Companys Chief Executive Officer, the Company compensates its senior management through a mix of base salary and bonus designed to be competitive with comparable employers. The Company has not utilized stock based awards or long term compensation for senior
management. The Company believes that a simplistic approach to compensation better matches the objectives of all stakeholders. Each member of the senior management team performs similar functions for Apple REIT Six, Inc. (A6), Apple REIT Seven, Inc. (A7), Apple REIT Eight, Inc. (A8),
ASRG, Apple Six Advisors, Inc. (A6A), Apple
S-22
Underlying Options
Granted in 2009(2)
Seven Advisors, Inc. (A7A), Apple Eight Advisors, Inc. (A8A) and Apple Nine Advisors, Inc. (A9A). As a result each senior managers total compensation paid by the Company is proportionate to the estimated amount of time devoted to activities associated with the Company. The Chief
Executive Officer is Chairman of the Board of Directors, Chief Executive Officer and majority shareholder of ASRG, A6A, A7A, A8A and A9A, each of which has various agreements with the Company and A6, A7 and A8. During 2009, ASRG, A6A, A7A, A8A and A9A received fees of
approximately $11.0 million from A6, A7, A8 and A9. The Compensation Committee of the Board of Directors considers these agreements when developing the Chief Executive Officers compensation. As a result, the Companys Chief Executive Officer has historically been compensated a minimal
amount by the Company. Annually, the Chairman of the Board of Directors develops the compensation targets of senior management (as well as goals and objectives) with input from other members of senior management and reviews these items with the Compensation Committee of the Board of
Directors.
Base and Incentive Salaries
The process of establishing each senior managers compensation involves establishing an overall targeted amount and allocating that total between base and incentive compensation. The overall target is developed using comparisons to compensation paid by other public hospitality REITs, and
consideration of each individuals experience in their position and the industry, the risks and deterrents associated with their position and the anticipated difficulty to replace the individual. It is the Companys intention to set this overall target sufficiently high to attract and retain a strong and motivated
leadership team, but not so high that it creates a negative perception with our other stakeholders. Once the overall target is established, approximately 75% of that number is allocated to base salary and the remaining 25% is allocated to incentive compensation. The incentive compensation is then
allocated 50% to Company overall performance (typically Funds From Operations (FFO) targets) and 50% to each individuals subjective performance objectives.
Perquisites and Other Benefits
Senior management may participate in the Companys other benefit plans on the same terms as other employees. These plans include medical and dental insurance, life insurance and 401K plan. As noted in the Summary Compensation Table below, the Company provides limited perquisites to its
senior managers.
Summary Compensation Table
Name
Position
Year
Salary
Bonus
All Other
Total(2)
Glade Knight
Chief Executive Officer
2009
$
12,500
$
$
4,278
$
16,778
2008
12,500
203
3,525
16,228
Justin Knight
President
2009
86,625
12,504
9,120
108,249
2008
85,750
12,431
7,017
105,198
David McKenney
President, Capital Markets
2009
86,625
12,504
9,509
108,638
2008
85,750
12,431
6,616
104,797
David Buckley
Executive Vice President,
2009
59,375
27,674
7,543
94,592
Chief Legal Counsel
Kristian Gathright
Executive Vice President,
2009
61,875
12,504
7,790
82,169
Chief Operating Officer
2008
61,250
12,431
6,916
80,597
Bryan Peery
Executive Vice President,
2009
50,000
10,104
5,741
65,845
Chief Financial Officer
2008
47,500
9,640
4,651
61,791
(1)
Includes portion of health insurance, life insurance, parking and 401K match paid by the company.
(2)
As described above, represents Apple REIT Nines allocated share of each officers total compensation.
S-23
Compensation(1)
(in thousands except per share and statistical data)
Three Months
Year Ended
Year Ended
For the period
Revenues:
Room revenue
$
24,093
$
76,163
$
9,501
$
Other revenue
2,383
9,043
2,023
Total hotel revenue
26,476
85,206
11,524
Rental revenue
5,297
15,961
Total revenue
31,773
101,167
11,524
Expenses:
Hotel operating expenses
16,619
52,297
7,422
Taxes, insurance and other
2,130
6,032
731
General and administrative
1,310
4,079
1,288
15
Acquisition related costs
2,151
4,951
Depreciation
5,698
15,936
2,277
Interest (income) expense, net
84
1,018
(2,346
)
2
Total expenses
27,992
84,313
9,372
17
Net income (loss)
$
3,781
$
16,854
$
2,152
$
(17
)
Per Share:
Net income (loss) per common share
$
0.04
$
0.26
$
0.14
$
(1,684.60
)
Distributions declared and paid per common share
$
0.22
$
0.88
$
0.51
$
Weighted-average common shares outstandingbasic and diluted
104,768
66,041
15,852
Balance Sheet Data (at end of period):
Cash and cash equivalents
$
319,827
$
272,913
$
75,193
$
20
Investment in real estate, net
$
774,470
$
687,509
$
346,423
$
Total assets
$
1,121,628
$
982,513
$
431,619
$
337
Notes payable
$
58,367
$
58,688
$
38,647
$
151
Shareholders equity
$
1,060,029
$
917,405
$
389,740
$
31
Net book value per share
$
9.23
$
9.31
$
9.50
$
Other Data:
Cash Flow From (Used In):
Operating activities
$
3,963
$
29,137
$
3,317
$
(2
)
Investing activities
$
(95,586
)
$
(341,131
)
$
(315,322
)
$
Financing activities
$
138,537
$
509,714
$
387,178
$
(26
)
Number of hotels owned at end of period
38
33
21
Average Daily Rate (ADR)(a)
$
102
$
104
$
110
$
Occupancy
61
%
62
%
59
%
Revenue Per Available Room (RevPAR)(b)
$
61
$
64
$
65
$
Funds From Operations Calculation(c):
Net income (loss)
$
3,781
$
16,854
$
2,152
$
(17
)
Depreciation of real estate owned
5,698
15,936
2,277
Acquisition related costs
2,151
4,951
Funds from operations
11,630
37,741
4,429
(17
)
Straight-line rental income
1,465
4,618
Modified funds from operations
$
10,165
$
33,123
$
4,429
$
(17
)
(a)
Total room revenue divided by number of rooms sold.
(b)
ADR multiplied by occupancy percentage.
S-24
Ended
March 31,
2010
December 31,
2009
December 31,
2008
November 9, 2007
(initial
capitalization)
through
December 31,
2007
(c)
Funds from operations (FFO) is defined as net income (loss) (computed in accordance with generally accepted accounting principalsGAAP) excluding gains and losses from sales of depreciable property, plus depreciation and amortization, plus costs associated with the acquisition of real estate.
Modified FFO (MFFO) excludes rental revenue earned, but not received during the period or straight-line rental income. The Company considers FFO and MFFO in evaluating property acquisitions and its operating performance and believes that FFO and MFFO should be considered along with, but
not as an alternative to, net income and cash flows as a measure of the Companys activities in accordance with GAAP. FFO and MFFO are not necessarily indicative of cash available to fund cash needs.
(Remainder of Page Intentionally Left Blank)
S-25
MANAGEMENTS DISCUSSION AND ANALYSIS
Our Managements Discussion and Analysis of Financial Condition and Results of Operations from our most recent Form 10-Q for the quarter ended March 31, 2010 has been incorporated by reference herein. See Incorporation by Reference on page S-6 of this Supplement.
(Remainder of Page Intentionally Left Blank)
S-26
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(for the three months ended March 31, 2010)
The consolidated financial statements and financial statement schedule listed in the Index at Item 15(2) of Apple REIT Nine, Inc. appearing in Apple REIT Nine, Inc.s Annual Report (Form 10-K) at December 31, 2009 and 2008 and for the years ended December 31, 2009 and 2008, and for the
period from November 9, 2007 (initial capitalization) through December 31, 2007, and the effectiveness of Apple REIT Nine, Inc.s internal control over financial reporting as of December 31, 2009, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in
their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The separate audited financial statements of (i) the Tucson, ArizonaHilton Garden Inn as of December 31, 2007 and for the year then ended appearing on form 8-K/A filed with the SEC on October 10, 2008 and (ii) the Bristol, VirginiaCourtyard Marriott Hotel as of December 31, 2007 and 2006
and for the years then ended appearing on form 8-K/A filed with the SEC on January 12, 2009 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, and are incorporated herein by reference in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.
The audited financial statements of Charlotte Lakeside Hotel, L.P. (previous owner of the Charlotte, North Carolina Homewood Suites) have been incorporated by reference herein. These financial statements have been incorporated herein in reliance on the report of Schneider & Company Certified
Public Accountants, PC, an independent certified public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.
The separate audited financial statements of (i) the Santa Clarita, California Courtyard by Marriott Hotel, (ii) Beaumont, Texas-Residence Inn by Marriott Hotel, (iii) Durham, North CarolinaHomewood Suites, (iv) Houston, Texas-Marriott Hotel and (v) Anchorage, AlaskaEmbassy Suites Hotel, have
been incorporated by reference herein. These financial statements have been incorporated herein in reliance on the reports of L.P. Martin & Company, P.C., an independent certified public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.
The separate audited financial statements of (i) Allen Stacy Hotel, Ltd. (previous owner of the Allen, Texas Hampton Inn & Suites), (ii) RSV Twinsburg Hotel, Ltd. (previous owner of the Twinsburg, Ohio Hilton Garden Inn), (iii) SCI Lewisville Hotel, Ltd. (previous owner of the Lewisville, Texas
Hilton Garden Inn), (iv) SCI Duncanville Hotel, Ltd. (previous owner of the Duncanville, Texas Hilton Garden Inn) and (v) SCI Allen Hotel, Ltd. (previous owner of the Allen, Texas Hilton Garden Inn) have been incorporated by reference herein. These financial statements have been incorporated
herein in reliance on the reports of Novogradac & Company LLP, an independent certified public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.
The separate audited financial statements of the (i) Santa Clarita Hotels Portfolio and (ii) Raymond Hotels Portfolio (Boise, Idaho Hampton Inn & Suites; Rogers, Arkansas Homewood Suites; St. Louis, Missouri Hampton Inn & Suites; Oklahoma City, Oklahoma Hampton Inn & Suites; Rogers, Arkansas
Hampton Inn; St. Louis, Missouri Hampton Inn; and Kansas City, Missouri Hampton Inn) have been incorporated by reference herein. These financial statements have been incorporated herein in reliance on the reports of Wilson, Price, Barranco, Blankenship & Billingsley, P.C., an independent certified
public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.
The financial statements of the Hampton Inn & Suites, located in Pueblo, Colorado, as of and for the years ended December 31, 2007 and 2006 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent auditors, and upon the authority of said firm as experts
in accounting and auditing.
The audited financial statements of RMRVH Jackson, LLC, CYRMR Jackson, LLC and VH Fort Lauderdale Investment, Ltd (previous owners of Jackson, Tennessee Courtyard, Jackson,
S-27
Tennessee Hampton Inn & Suites and Fort Lauderdale, Florida Hampton Inn) have been incorporated by reference herein. These financial statements have been incorporated herein in reliance on the report of Pannell Kerr Forster of Texas, P.C., an independent certified public accounting firm, and upon
the authority of that firm as an expert in accounting and auditing.
The audited financial statements of Playhouse Square Hotel Associates and Playhouse Parking Associates, L.P. (previous owners of Pittsburgh, Pennsylvania Hampton Inn) as of and for the year ended December 31, 2007 have been incorporated by reference herein. The 2007 financial statements have
been incorporated herein in reliance on the report of Dauby OConnor & Zaleski, LLC, an independent certified public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.
The audited financial statements of Playhouse Square Hotel Associates and Playhouse Parking Associates, L.P. (previous owners of Pittsburgh, Pennsylvania Hampton Inn) as of and for the year ended December 31, 2006 have been incorporated by reference herein. The 2006 financial statements have
been incorporated herein in reliance on the report of Deloitte & Touche LLP, independent auditors, and upon the authority of that firm as an expert in accounting and auditing.
The audited financial statements of Austin FRH, LTD, FRH Braker, LTD and RR Hotel Investment, LTD (previous owners of Round Rock, Texas Hampton Inn, Austin, Texas Homewood Suites and Austin, Texas Hampton Inn) have been incorporated by reference herein. These financial
statements have been incorporated herein in reliance on the report of Pannell Kerr Forster of Texas, P.C., an independent certified public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.
The audited financial statements of Grove Street Orlando, LLC (previous owner of Orlando, Florida Fairfield Inn & Suites and Orlando, Florida SpringHill Suites) have been incorporated by reference herein. These financial statements have been incorporated herein in reliance on the report of Frazier &
Deeter, LLC, an independent certified public accounting firm, and upon the authority of that firm as an expert in accounting and auditing.
(Remainder of Page Intentionally Left Blank)
S-28
The tables following this introduction set forth information with respect to certain of the prior real estate programs sponsored by Glade M. Knight, who is sometimes referred to as the prior program sponsor. These tables provide information for use in evaluating the programs, the results of the
operations of the programs, and compensation paid by the programs. Information in the tables is current as of December 31, 2009. The tables are furnished solely to provide prospective investors with information concerning the past performance of entities formed by Glade M. Knight. Regulatory filings
and annual reports of Cornerstone, Apple REIT Eight, Apple REIT Seven, Apple REIT Six, Apple Hospitality Five and Apple Hospitality Two will be provided upon request for no cost (except for exhibits, for which there is a minimal charge). In addition, Table VI of this Supplement contains detailed
information on the property acquisitions of Apple REIT Six, Apple REIT Seven and Apple REIT Eight and is available without charge upon request of any investor or prospective investor. Please send all requests to Apple REIT Nine, Inc., 814 East Main Street, Richmond, VA 23219, Attn: Kelly
Clarke; telephone: 804-344-8121.
In the five years ending December 31, 2009, Glade M. Knight sponsored only Cornerstone, Apple Hospitality Two, Apple Hospitality Five, Apple REIT Six, Apple REIT Seven and Apple REIT Eight, which have investment objectives similar to ours. Cornerstone, Apple Hospitality Two, Apple
Hospitality Five, Apple REIT Six, Apple REIT Seven and Apple REIT Eight were formed to invest in existing residential rental properties and/or extended-stay and select-service hotels and possibly other properties for the purpose of providing regular monthly or quarterly distributions to shareholders
and the possibility of long-term appreciation in the value of properties and shares.
On May 23, 2007, Apple Hospitality Two merged with and into an affiliate managed by ING Clarion Partners, LLC. Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of February 15, 2007, upon the completion of the merger, the separate corporate existence of
Apple Hospitality Two ceased. Each shareholder of Apple Hospitality Two received approximately $11.20 for each outstanding unit (consisting of one common share together with one Series A preferred share).
On October 5, 2007, Apple Hospitality Five merged with and into a subsidiary of Inland American Real Estate Trust, Inc. Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of July 25, 2007, upon the completion of the merger, the separate corporate existence of
Apple Hospitality Five ceased. Each shareholder of Apple Hospitality Five received approximately $14.05 for each outstanding unit (consisting of one common share together with one Series A preferred share).
The information in the following tables should not be considered as indicative of our capitalization or operations. Also past performance of prior programs is not necessarily indicative of our future results. Purchasers of Units offered by our offering will not have any interest in the entities referred to
in the following tables or in any of the properties owned by those entities as a result of the acquisition of Units in us.
See, Apple Nine Advisors and Apple Suites RealtyPrior Performance of Programs Sponsored by Glade M. Knight in the prospectus for additional information on certain prior real estate programs sponsored by Mr. Knight, including a description of the investment objectives which are deemed by
Mr. Knight to be similar and dissimilar to those of the Company.
The following tables use certain financial terms. The following paragraphs briefly describe the meanings of these terms.
Acquisition Costs means fees related to the purchase of property, cash down payments, acquisition fees, and legal and other costs related to property acquisitions.
Cash Generated From Operations means the excess (or the deficiency in the case of a negative number) of operating cash receipts, including interest on investments, over operating cash expenditures, including debt service payments.
GAAP refers to Generally Accepted Accounting Principles in the United States.
S-29
Recapture means the portion of taxable income from property sales or other dispositions that is taxed as ordinary income.
Reserves refers to offering proceeds designated for repairs and renovations to properties and offering proceeds not committed for expenditure and held for potential unforeseen cash requirements.
Return of Capital refers to distributions to investors in excess of net income.
(Remainder of Page Intentionally Left Blank)
S-30
TABLE I: EXPERIENCE IN RAISING AND INVESTING FUNDS
Table I presents a summary of the funds raised and the use of those funds by Apple REIT Eight and Apple REIT Seven whose investment objectives are similar to those of Apple REIT Nine, and whose offering closed or was in progress within the three years ending December 31, 2009.
Apple REIT
Apple REIT
Dollar Amount Offered
$
1,000,000,000
$
1,000,000,000
Dollar Amount Raised
1,000,000,000
1,000,000,000
LESS OFFERING EXPENSES:
Selling Commissions and Discounts
10.00
%
10.00
%
Organizational Expenses
0.15
%
0.19
%
Other
0.00
%
0.00
%
Reserves
0.50
%
0.50
%
Percent Available from Investment
89.35
%
89.31
%
ACQUISITION COSTS:
Prepaid items and fees to purchase property(1)
87.35
%
87.31
%
Cash down payment
0.00
%
0.00
%
Acquisition fees(2)
2.00
%
2.00
%
Other
0.00
%
0.00
%
Total Acquisition Costs
89.35
%
89.31
%
Percentage Leverage (excluding unsecured debt)
12.89
%
11.06
%
Date Offering Began
July 2007
March 2006
Length of offering (in months)
9
17
Months to invest 90% of amount available for investment (measured from beginning of
11
22
(1)
This line item includes the contracted purchase price plus any additional closing costs such as transfer taxes, title insurance and legal fees.
(2)
Substantially all of the acquisition fees were paid to the sponsor or affiliates of the sponsor. The acquisition fees include real estate commissions paid on the acquisition.
Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results.
Purchasers of Units in our offering will own no interest in these prior programs.
S-31
Eight
Seven
offering)
TABLE II: COMPENSATION TO SPONSOR AND ITS AFFILIATES
Table II summarizes the compensation paid to the Prior Program Sponsor and its Affiliates, and employee cost reimbursements to related entities (i) by programs organized by it and closed within three years ended December 31, 2009, and (ii) by all other programs during the three years ended
December 31, 2009.
Apple REIT
Apple REIT
Apple REIT
Apple
Apple
Date offering commenced
July 2007
March 2006
April 2004
January 2003
May 2001
Dollar amount raised
$
1,000,000,000
$
1,000,000,000
$
1,000,000,000
$
500,000,000
$
300,000,000
Amounts Paid to Prior Program Sponsor from Proceeds of Offering:
Acquisition fees
Real Estate commission
19,011,000
18,032,000
16,906,642
8,200,000
8,247,000
Advisory Fees(2)
2,135,000
3,882,000
9,646,000
3,315,000
749,000
Other
Employee payroll and benefits(5)
3,555,000
4,837,000
7,089,000
2,754,135
4,378,624
Cash generated from operations before deducting payments to Prior Program Sponsor
93,151,000
183,482,000
367,444,000
167,383,000
203,609,000
Management and Accounting Fees
Reimbursements
423,000
Leasing Fees
Other Fees
15,700,000
(1)
There have been no fees from property sales or refinancings.
(1)
Effective January 31, 2003, Apple Hospitality Two acquired all shares of Apple Suites Advisors (previously owned by Mr. Glade Knight). As a result of this transaction, Mr. Knight received $2 million in cash and a note due in 2007 in the amount of $3.5 million. Additionally as the result of this
transaction, Apple Hospitality Twos Series B Preferred Shares were converted into approximately 1.3 million Series C Preferred Shares. The Series C Preferred Shares were valued at $10.2 million.
(2)
Effective February 1, 2003, Apple Hospitality Five advisory fees and related expenses were paid to Apple Hospitality Two.
(3)
On May 23, 2007, Apple Hospitality Two merged with and into an affiliate managed by ING Clarion Partners, LLC.
(4)
On October 5, 2007, Apple Hospitality Five merged with and into a subsidiary of Inland American Real Estate Trust, Inc.
(5)
Represents payroll and benefits expenses either directly incurred, or reimbursements to, Apple Fund Management (a subsidiary of Apple REIT Six and indirectly controlled by the Prior Performance Sponsor) or a prior related REIT organized and indirectly controlled by the Prior Program Sponsor.
Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results.
Purchasers of Units in our offering will own no interest in these prior programs.
S-32
Eight
Seven
Six
Hospitality Five(4)
Hospitality Two(3)
TABLE III: OPERATING RESULTS OF PRIOR PROGRAMS*
Table III presents a summary of the annual operating results for Apple REIT Eight, Apple REIT Seven and Apple REIT Six, whose offerings closed or were in progress in the five year period ending December 31, 2009. Table III is shown on both an income tax basis as well as in accordance with
generally accepted accounting principles, the only significant difference being the methods of calculating depreciation.
2009 Apple
2009 Apple
2009 Apple
2008 Apple
2008 Apple
2008 Apple
2007 Apple
2007 Apple
2007 Apple
2006 Apple
2006 Apple
2005 Apple
Gross revenues
$
170,885,000
$
191,715,000
$
219,689,000
$
133,284,000
$
214,291,000
$
264,302,000
$
1,485,000
$
138,564,000
$
257,934,000
$
20,345,000
$
235,875,000
$
101,790,000
Profit on sale of properties
Less
Operating expenses
126,178,000
132,285,000
153,060,000
95,047,000
144,028,000
173,098,000
2,097,000
89,338,000
165,059,000
15,689,000
154,424,000
68,733,000
Interest income (expense)
(6,295,000
)
(6,292,000
)
(2,312,000
)
(1,928,000
)
(3,766,000
)
(1,784,000
)
6,343,000
997,000
(1,853,000
)
1,855,000
(1,809,000
)
2,126,000
Depreciation
32,907,000
32,425,000
30,938,000
22,044,000
28,434,000
30,918,000
333,000
16,990,000
27,694,000
3,073,000
25,529,000
11,366,000
Net income (loss) GAAP basis
5,505,000
20,713,000
33,379,000
14,265,000
38,063,000
58,502,000
5,398,000
33,233,000
63,328,000
3,438,000
54,113,000
23,817,000
Taxable income
Cash generated from operations
45,739,000
55,460,000
66,029,000
39,714,000
69,025,000
88,747,000
5,563,000
49,957,000
89,848,000
5,158,000
81,363,000
28,907,000
Cash generated from sales
Cash generated from refinancing
Less
cash distributions to investors
74,924,000
75,380,000
82,215,000
76,378,000
81,440,000
81,746,000
14,464,000
60,234,000
78,834,000
12,526,000
77,997,000
48,865,000
Cash generated after cash distribution
(29,185,000
)
(19,920,000
)
(16,186,000
)
(36,664,000
)
(12,415,000
)
7,001,000
(8,901,000
)
(10,277,000
)
11,014,000
(7,368,000
)
3,366,000
(19,958,000
)
Less
Special items
Cash generated after cash distributions and special items
(29,185,000
)
(19,920,000
)
(16,186,000
)
(36,664,000
)
(12,415,000
)
7,001,000
(8,901,000
)
(10,277,000
)
11,014,000
(7,368,000
)
3,366,000
(19,958,000
)
Capital contributions, net
13,692,000
1,171,000
(3,149,000
)
234,054,000
20,599,000
16,325,000
679,435,000
541,410,000
13,159,000
363,640,000
78,026,000
471,784,000
Fixed asset additions
29,923,000
13,777,000
9,155,000
759,346,000
129,589,000
33,434,000
87,643,000
391,227,000
15,635,000
318,157,000
62,075,000
570,034,000
Line of credit-change in(1)
48,090,000
11,510,000
25,940,000
10,258,000
(18,000,000
)
18,000,000
(28,000,000
)
28,000,000
Cash generated(2)
(20,609,000
)
(935,000
)
(562,009,000
)
(121,828,000
)
(32,326,000
)
561,985,000
97,833,000
7,101,000
44,554,000
(9,788,000
)
(106,842,000
)
End of period cash
20,609,000
935,000
562,009,000
142,437,000
33,261,000
44,604,000
26,160,000
35,948,000
Tax and distribution data per $1,000 invested
Federal income tax results
Ordinary income
24
35
51
42
45
70
11
50
72
38
66
50
S-33
REIT
Eight
REIT
Seven
REIT
Six
REIT
Eight
REIT
Seven
REIT
Six
REIT
Eight
REIT
Seven
REIT
Six
REIT
Seven
REIT
Six
REIT
Six
TABLE III: OPERATING RESULTS OF PRIOR PROGRAMS*(Continued)
2009 Apple
2009 Apple
2009 Apple
2008 Apple
2008 Apple
2008 Apple
2007 Apple
2007 Apple
2007 Apple
2006 Apple
2006 Apple
2005 Apple
Capital gain
Cash distributions to investors Source (on GAAP basis)
Investment income
24
35
51
42
45
70
11
50
72
38
66
50
Long-term capital gain
Return of capital
50
39
31
38
35
12
25
30
8
22
14
30
Source (on Cash basis)
Sales
Refinancings
Operations
74
74
82
80
80
82
36
80
80
60
80
80
Other
Amount (in percentage terms) remaining invested in program properties at the end of the last year reported in the Table (original total acquisition cost of properties retained divided by original total acquisition cost of all
properties in program)
100
%
100
%
100
%
*
Any rows not reflected from SEC Industry Guide 5 are not applicable to the programs.
Amount reflects change in Companys short term credit facilities.
(2)
Amount reflects the net change in Companys cash balance during the year.
Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results.
Purchasers of Units in our offering will own no interest in these prior programs.
S-34
REIT
Eight
REIT
Seven
REIT
Six
REIT
Eight
REIT
Seven
REIT
Six
REIT
Eight
REIT
Seven
REIT
Six
REIT
Seven
REIT
Six
REIT
Six
(1)
TABLE IV: RESULTS OF COMPLETED PROGRAMS
Table IV shows the aggregate results during the period of operation for Cornerstone Realty, Apple Hospitality Two and Apple Hospitality Five, each of which completed operations within the five year period ending December 31, 2009. Cornerstone Realty merged into Colonial Properties Trust on
April 1, 2005. Apple Hospitality Two merged with and into an affiliate managed by ING Clarion Partners, LLC on May 23, 2007. Apple Hospitality Five merged with and into a subsidiary of Inland American Real Estate Trust, Inc. on October 5, 2007.
Apple
Apple
Cornerstone
Dollar Amount Raised
$
300,000,000
$
500,000,000
$
432,309,000
Number of Properties Purchased
66
28
107
Date of Closing of Offering
11/26/02
3/18/04
12/01/01
Date of First Sale of Property
3/24/06
8/10/07
3/10/00
Date of Final Sale of Property
5/23/07
10/5/07
4/01/05
Tax and Distribution Data per $1,000 Investment through:
Federal Income Tax Results:
Ordinary income (loss)
from operations
$
429
$
235
$
688
from recapture/return capital
$
1,000
$
1,000
$
407
Capital Gain (loss)
$
288
$
426
$
28
Deferred Gain
Capital
$
$
$
Ordinary
$
$
$
Cash Distributions to Investors
$
1,717
$
1,661
$
1,123
Source (on GAAP basis)
Investment income
$
717
$
661
$
716
Return of Capital
$
1,000
$
1,000
$
407
Source (on cash basis)
Sales
$
1,120
$
1,277
$
7
Refinancing
$
$
$
Operations
$
597
$
384
$
1,116
Other
$
$
$
Receivable on Net Purchase Money
$
$
$
(1)
Merged into a subsidiary of Colonial Properties Trust on April 1, 2005. In connection with the merger, the aggregate value of the stock consideration issued by Colonial Properties Trust was approximately $595 million.
Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results.
Purchasers of Units in our offering will own no interest in these prior programs.
S-35
Hospitality Two
Hospitality Five
Realty(1)
Financing
TABLE V: SALES OR DISPOSALS OF PROPERTIES
On May 23, 2007, Apple Hospitality Two merged with and into an affiliate managed by ING Clarion Partners, LLC. Prior to the merger, Apple Hospitality Two owned 63 hotels.
On October 5, 2007, Apple Hospitality Five merged with and into a subsidiary of Inland American Real Estate Trust, Inc. Prior to the merger, Apple Hospitality Five owned 27 hotels.
Selling Price, Net of Closing Costs and GAAP Adjustments
Property
Date
Date
Cash
Mortgage
Purchase
Adjustments
Total
Original
Total
Total
Excess
Sale of two hotels in 2006 Apple Hospitality Two, Inc.
Charlotte
Aug 02
Mar 06
$
3,700,000
$
3,700,000
$
5,833,000
$
5,833,000
$
452,000
Spartanburg
Aug 02
Mar 06
1,900,000
1,900,000
3,202,000
3,202,000
343,000
$
5,600,000
$
5,600,000
$
9,035,000
$
9,035,000
$
795,000
Information on prior programs is not indicative of our capitalization or operations and is not necessarily indicative of our future results.
Purchasers of Units in our offering will own no interest in these prior programs.
(Remainder of Page Intentionally Left Blank)
S-36
Acquired
of
Sale
Received
Net of
Closing
Costs
Balance
at Time
of Sale
Money
Mortgage
Taken
Back by
Program
Resulting
from
Application
of GAAP
Mortgage
Financing
Acquisition
Cost, Capital
Improvements,
Closing and
Soft Costs
(Deficiency)
of Property
Operating
Cash Receipts
Over Cash
Expenditures
Financial Statements of Company
Apple REIT Nine, Inc.
(Audited)
Report of Independent Registered Public Accounting Firm
*
Consolidated Balance SheetsDecember 31, 2009 and December 31, 2008
*
Consolidated Statements of OperationsYears Ended December 31, 2009 and December 31, 2008 and For the Period November 9, 2007 (initial capitalization) through December 31, 2007
*
Consolidated Statements of Shareholders EquityYears Ended December 31, 2009 and December 31, 2008 and For the Period November 9, 2007 (initial capitalization) through December 31, 2007
*
Consolidated Statements of Cash FlowsYears Ended December 31, 2009 and December 31, 2008 and For the Period November 9, 2007 (initial capitalization) through December 31, 2007
*
Notes to Consolidated Financial Statements
*
Financial Statement Schedule
*
(Unaudited)
Consolidated Balance SheetsMarch 31, 2010 and December 31, 2009
*
Consolidated Statements of OperationsThree months ended March 31, 2010 and 2009
*
Consolidated Statements of Cash FlowsThree months ended March 31, 2010 and 2009
*
Notes to Consolidated Financial Statements
*
Financial Statements of Businesses Acquired
Tucson, ArizonaHilton Garden Inn Hotel
(Audited)
Independent Auditors Report
*
Balance SheetDecember 31, 2007
*
Statement of OperationsYear Ended December 31, 2007
*
Statement of Owners EquityYear Ended December 31, 2007
*
Statement of Cash FlowsYear Ended December 31, 2007
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsJune 30, 2008 and December 31, 2007
*
Statements of OperationsSix Months Ended June 30, 2008 and 2007
*
Statements of Cash FlowsSix Months Ended June 30, 2008 and 2007
*
Charlotte Lakeside Hotel, L.P.
(previous owner of Charlotte, North Carolina Homewood Suites)
(Audited)
Independent Auditors Report
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of Operations and Partners DeficitYears Ended December 31, 2007 and 2006
*
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsJune 30, 2008 and 2007
*
Statements of Income and Partners DeficitSix Months Ended June 30, 2008 and 2007
*
Statements of Cash FlowsSix Months Ended June 30, 2008 and 2007
*
F-1
Santa ClaritaCourtyard by Marriott Hotel
(Audited)
Independent Auditors Report
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of Members EquityYears Ended December 31, 2007 and 2006
*
Statements of OperationsYears Ended December 31, 2007 and 2006
*
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to the Financial Statements
*
(Unaudited)
Balance SheetsJune 30, 2008 and 2007
*
Statements of Members EquityJune 30, 2008 and 2007
*
Statements of OperationsSix month periods ended June 30, 2008 and 2007
*
Statements of Cash FlowsSix month periods ended June 30, 2008 and 2007
*
Allen Stacy Hotel, Ltd.
(previous owner of Allen, Texas Hampton Inn & Suites)
(Audited)
Independent Auditors Report
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of OperationsYears Ended December 31, 2007 and 2006
*
Statements of Changes in Partners CapitalYears Ended December 31, 2007 and 2006
*
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsJune 30, 2008 and 2007
*
Statements of OperationsSix months ended June 30, 2008 and 2007
*
Statements of Cash FlowsSix months ended June 30, 2008 and 2007
*
RSV Twinsburg Hotel, Ltd.
(previous owner of Twinsburg, Ohio Hilton Garden Inn)
(Audited)
Independent Auditors Report
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of OperationsYears Ended December 31, 2007 and 2006
*
Statements of Changes in Partners CapitalYears Ended December 31, 2007 and 2006
*
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsJune 30, 2008 and 2007
*
Statements of OperationsSix months ended June 30, 2008 and 2007
*
Statements of Cash FlowsSix months ended June 30, 2008 and 2007
*
SCI Lewisville Hotel, Ltd.
(previous owner of Lewisville, Texas Hilton Garden Inn)
(Audited)
Independent Auditors Report
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of OperationsYears Ended December 31, 2007 and 2006
*
Statements of Changes in Partners CapitalYears Ended December 31, 2007 and 2006
*
F-2
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsJune 30, 2008 and 2007
*
Statements of OperationsSix months ended June 30, 2008 and 2007
*
Statements of Cash FlowsSix months ended June 30, 2008 and 2007
*
SCI Duncanville Hotel, Ltd.
(previous owner of Duncanville, Texas Hilton Garden Inn)
(Audited)
Independent Auditors Report
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of OperationsYears Ended December 31, 2007 and 2006
*
Statements of Changes in Partners CapitalYears Ended December 31, 2007 and 2006
*
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsJune 30, 2008 and 2007
*
Statements of OperationsSix months ended June 30, 2008 and 2007
*
Statements of Cash FlowsSix months ended June 30, 2008 and 2007
*
Bristol, VirginiaCourtyard Marriott
(Audited)
Report of Independent Auditors
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of OperationsYears Ended December 31, 2007 and 2006
*
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Statements of Owners EquityYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsSeptember 30, 2008 and December 30, 2007
*
Statements of OperationsNine Months Ended September 30, 2008 and 2007
*
Statements of Cash FlowsNine Months Ended September 30, 2008 and 2007
*
Beaumont, TexasResidence Inn by Marriott
(Audited)
Independent Auditors Report
*
Balance SheetDecember 31, 2007
*
Statement of OperationsYear Ended December 31, 2007
*
Statement of Partners EquityYear Ended December 31, 2007
*
Statement of Cash FlowsYear Ended December 31, 2007
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsSeptember 30, 2008 and December 30, 2007
*
Statements of OperationsNine Months Ended September 30, 2008 and 2007
*
Statements of Cash FlowsNine Months Ended September 30, 2008 and 2007
*
F-3
Santa Clarita Hotels Portfolio
(Audited)
Independent Auditors Report
*
Combined Balance SheetsDecember 31, 2007 and 2006
*
Combined Statements of IncomeYears Ended December 31, 2007 and 2006
*
Combined Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
(Unaudited)
Combined Balance SheetsSeptember 30, 2008 and 2007
*
Combined Statements of IncomeNine Months Ended September 30, 2008 and 2007
*
Combined Statements of Cash FlowsNine Months Ended September 30, 2008 and 2007
*
SCI Allen Hotel, Ltd.
(previous owner of Allen, Texas Hilton Garden Inn)
(Audited)
Independent Auditors Report
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of OperationsYears Ended December 31, 2007 and 2006
*
Statements of Changes in Partners CapitalYears Ended December 31, 2007 and 2006
*
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsSeptember 30, 2008 and 2007
*
Statements of OperationsNine Months Ended September 30, 2008 and 2007
*
Statements of Cash FlowsNine Months Ended September 30, 2008 and 2007
*
Pueblo, ColoradoHampton Inn & Suites
(Audited)
Independent Auditors Report
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of IncomeYears Ended December 31, 2007 and 2006
*
Statements of Owners EquityYears Ended December 31, 2007 and 2006
*
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsSeptember 30, 2008 and 2007
*
Statements of IncomeNine Months Ended September 30, 2008 and 2007
*
Statements of Cash FlowsNine Months Ended September 30, 2008 and 2007
*
Durham, North CarolinaHomewood Suites
(Audited)
Independent Auditors Report
*
Balance SheetsDecember 31, 2007 and 2006
*
Statements of Members DeficitYears Ended December 31, 2007 and 2006
*
Statements of OperationsYears Ended December 31, 2007 and 2006
*
Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Notes to Financial Statements
*
F-4
(Unaudited)
Balance SheetsSeptember 30, 2008 and 2007
*
Statements of Members DeficitNine Months Ended September 30, 2008 and 2007
*
Statements of OperationsNine Months Ended September 30, 2008 and 2007
*
Statements of Cash FlowsNine Months Ended September 30, 2008 and 2007
*
RMRVH Jackson, LLC, CYRMR Jackson, LLC and VH Fort Lauderdale Investment Ltd.
(previous owners of Jackson, Tennessee Courtyard, Jackson, Tennessee Hampton Inn & Suites and Fort Lauderdale, Florida Hampton Inn)
(Audited)
Independent Auditors Report
*
Combined Balance SheetsDecember 30, 2007 and December 31, 2006
*
Combined Statements of IncomeYears Ended December 30, 2007 and December 31, 2006
*
Combined Statements of Owners EquityYears Ended December 30, 2007 and December 31, 2006
*
Combined Statements of Cash FlowsYears Ended December 30, 2007 and December 31, 2006
*
Notes to Combined Financial Statements
*
(Unaudited)
Combined Balance SheetsSeptember 28, 2008 and September 30, 2007
*
Combined Statements of IncomeNine Months Ended September 28, 2008 and September 30, 2007
*
Combined Statements of Cash FlowsNine Months Ended September 28, 2008 and
*
Playhouse Square Hotel Associates and Playhouse Parking Associates, L.P.
(previous owners of Pittsburgh, Pennsylvania Hampton Inn)
(Audited)
Independent Auditors Report
*
Combined Balance SheetsDecember 31, 2007 and 2006
*
Combined Statements of IncomeYears Ended December 31, 2007 and 2006
*
Combined Statements of Changes in Partners DeficitYears Ended December 31, 2007 and 2006
*
Combined Statements of Cash FlowsYears Ended December 31, 2007 and 2006
*
Schedule of General and Unapplied ExpensesYears Ended December 31, 2007 and 2006
*
Notes to Combined Financial Statements
*
(Unaudited)
Combined Balance SheetsSeptember 28, 2008 and September 30, 2007
*
Combined Statements of IncomeNine Months Ended September 28, 2008 and September 30, 2007
*
Combined Statements of Changes in Partners EquityNine Months Ended September 28, 2008 and September 30, 2007
*
Combined Statements of Cash FlowsNine Months Ended September 28, 2008 and
*
September 30, 2007
September 30, 2007
F-5
Austin FRH, LTD, FRH Braker, LTD and RR Hotel Investment, LTD
(previous owners of Round Rock, Texas Hampton Inn, Austin, Texas Homewood Suite and Austin, Texas Hampton Inn)
(Audited)
Independent Auditors Report
*
Combined Balance SheetsDecember 28, 2008 and December 30, 2007
*
Combined Statements of IncomeYears Ended December 28, 2008 and December 30, 2007
*
Combined Statements of Owners DeficitDecember 28, 2008, December 30, 2007 and December 31, 2006
*
Combined Statements of Cash FlowsYears Ended December 28, 2008 and December 30, 2007
*
Notes to Combined Financial Statements
*
Grove Street Orlando, LLC
(previous owner of Orlando, Florida Fairfield Inn & Suites and Orlando, Florida SpringHill Suites)
(Audited)
Independent Auditors Report
*
Balance Sheet as of December 31, 2008
*
Statement of Cash Flows for the Year Ended December 31, 2008
*
Notes to Financial Statements
*
(Unaudited)
Balance Sheets as of June 30, 2009 and 2008
*
Statements of Operations and Members Equity for the Six Months Ended June 30, 2009 and 2008
*
Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008
*
Houston, TexasMarriott Hotel
(Audited)
Independent Auditors Report
*
Balance Sheet as of December 31, 2009
*
Statement of Partners EquityYear Ended December 31, 2009
*
Statement of OperationsYear Ended December 31, 2009
*
Statement of Cash FlowsYear Ended December 31, 2009
*
Notes to Financial Statements
*
Raymond Hotels Portfolio
(Boise, Idaho Hampton Inn & Suites; Rogers, Arkansas Homewood Suites; St. Louis, Missouri Hampton Inn & Suites; Oklahoma City, Oklahoma Hampton Inn & Suites; Rogers, Arkansas Hampton Inn; St. Louis, Missouri Hampton Inn; and Kansas City, Missouri Hampton Inn)
(Audited)
Independent Auditors Report
*
Combined Balance SheetsDecember 31, 2009 and 2008
*
Combined Statements of IncomeFor the Years Ended December 31, 2009 and 2008
*
Combined Statements of Comprehensive IncomeFor the Years Ended December 31, 2009 and 2008
*
Combined Statements of Cash FlowsFor the Years Ended December 31, 2009 and 2008
*
Notes to Combined Financial Statements
*
F-6
(Unaudited)
Combined Balance SheetsMarch 31, 2010 and 2009
*
Combined Statements of Members EquityFor the Three Months Ended March 31, 2010 and 2009
*
Combined Statements of IncomeFor the Three Months Ended March 31, 2010 and 2009
*
Combined Statements of Comprehensive IncomeFor the Three Months Ended March 31, 2010 and 2009
*
Combined Statements of Cash FlowsFor the Three Months Ended March 31, 2010 and 2009
*
Anchorage, AlaskaEmbassy Suites Hotel
(Audited)
Independent Auditors Report
*
Balance SheetDecember 31, 2009
*
Statement of Members EquityYear Ended December 31, 2009
*
Statement of OperationsYear Ended December 31, 2009
*
Statement of Cash FlowsYear Ended December 31, 2009
*
Notes to Financial Statements
*
(Unaudited)
Balance SheetsMarch 31, 2010 and 2009
*
Statements of Members EquityThree Month Periods Ended March 31, 2010 and 2009
*
Statements of OperationsThree Month Periods Ended March 31, 2010 and 2009
*
Statements of Cash FlowsThree Month Periods Ended March 31, 2010 and 2009
*
Pro Forma Financial Information
Apple REIT Nine, Inc.
(Unaudited)
Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2010
*
Notes to Pro Forma Condensed Consolidated Balance Sheet
*
Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 31, 2009 and the Three Months Ended March 31, 2010
*
Notes to Pro Forma Condensed Consolidated Statements of Operations
*
(Remainder of Page Intentionally Left Blank)
F-7