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8-K - 8-K - Apple Hospitality REIT, Inc.applehospitalityreit8k111914.htm
Exhibit 99.1
 
GRAPHIC
 
 
 

 
 

Dear Shareholder

 
 
Greetings from Apple Hospitality REIT, Inc. I am pleased to report that operations across our portfolio of hotels were strong during the third quarter of 2014. For the three-month period ending September 30, 2014, our combined hotels1 achieved an average occupancy of 79 percent, an average daily rate (ADR) of $124 and revenue per available room (RevPAR) of $99, increases of approximately one percent, five percent and eight percent, respectively, as compared to combined results for the same period of 2013. Combined results for the nine-month period ending September 30, 2014, produced increases in occupancy, ADR and RevPAR of approximately one percent, five percent and seven percent, respectively, as compared to the same period of 2013. Hotel industry analysts anticipate positive momentum to continue throughout the industry for the remainder of 2014 and well into 2015.
 
Adjusted funds from operations (AFFO) for Apple Hospitality REIT for the third quarter of this year totaled $76.5 million, or $0.20 per share. AFFO for the then Apple REIT Nine portfolio for the same period of 2013 totaled $35.4 million, or $0.19 per share. AFFO for Apple Hospitality REIT for the nine months ending September 30, 2014 totaled $198.5 million, or $0.60 per share, and AFFO for Apple REIT Nine for the same period last year totaled $106.2 million, or $0.58 per share. With the merger transactions that took place on March 1, 2014, it is our expectation that year-over-year comparisons will become more meaningful over time. The current annualized distribution rate for the Company is $0.68 per share. The Company closely monitors this annualized distribution rate, taking into account varying economic cycles and capital improvements, as well as current and projected hotel performance, and may make adjustments as needed, based on available cash resources.
 
As of October 31, 2014, the Apple Hospitality REIT portfolio included 189 Marriott®- and Hilton®-branded hotels with an aggregate of 23,577 rooms, strategically located in diverse markets across 33 states. We strive to maintain a portfolio of upscale lodging real estate that will provide our shareholders with attractive returns and maximize shareholder value over the life of the investment. On October 7, 2014, the Company acquired an 88- room Hampton Inn & Suites® in the Burleson area of Ft. Worth, Texas. In addition, construction of the Courtyard® by Marriott® and Residence Inn® by Marriott® combination property, with 210 rooms, in downtown Richmond, Virginia, is expected to be completed during the fourth quarter of 2014. The Company has also decided to strategically market for sale 22 hotels. If we complete the sales, we intend to redeploy the proceeds to the acquisition of additional hotels, the renovation of higher returning assets, or the reduction of outstanding debt.
 
As previously disclosed, we have been reviewing and evaluating various strategic alternatives for the Company including, but not limited to, a potential listing of the Company’s shares for trading on a national securities exchange, a sale of the Company or a merger of the Company with a third party. With anticipated continued improvements in the Company’s operating results along with anticipated sustained growth in the hotel sector, we believe our opportunities will continue to strengthen. The Company currently cannot estimate the timing of a liquidity event; therefore, the Board has approved reinstating the Company’s share redemption program on a limited basis. The redemptions will be limited to death or disability of a shareholder and are subject to further limitations based on available capital. Please review our filings with the Securities and Exchange Commission (SEC) and contact David Lerner Associates for additional details regarding the terms of this program.
 
On October 9, 2014, James Barden, Kent Colton, Michael Waters and Robert Wily each notified the Company of his respective intention to retire from the Board of Directors of the Company. On that same day, the Board of Directors, with the recommendation of the Nominating and Corporate Governance Committee, approved the appointment of Jon Fosheim, L. Hugh Redd, Daryl Nickel and Justin Knight (also currently the Company’s President and Chief Executive Officer) to the Board to fill the vacancies. We greatly appreciate the service and guidance of our departing board members and we welcome the knowledgeable insight we believe our incoming board members will provide. Additional information regarding the new board members is available in our filings with the SEC. These board changes will be effective beginning January 1, 2015.
 
Our team remains steadfast to our long-term shareholder objectives. As hotel industry fundamentals continue to strengthen, I am confident the Company is well positioned for future progress. Thank you for your investment in Apple Hospitality REIT.

Sincerely,
graphic
Glade M. Knight,
Executive Chairman
 
1Assumes mergers of Apple REIT Seven, Inc. and Apple REIT Eight, Inc. into Apple REIT Nine, Inc., which occurred on March 1, 2014, occurred on January 1, 2013.
 
 
 
 

 
 
STATEMENTS OF OPERATIONS     (Unaudited)
   
Three months ended
   
Three months ended
   
Nine months ended
   
Nine months ended
 
(In thousands except statistical data)
 
Sept 30, 2014
   
Sept 30, 2013
   
Sept 30, 2014
   
Sept 30, 2013
 
REVENUES
                       
Room revenue
  $ 213,831     $ 91,936     $ 552,645     $ 271,324  
Other revenue
    18,053       8,301       48,928       25,888  
Total revenue
  $ 231,884     $ 100,237     $ 601,573     $ 297,212  
                                 
EXPENSES
                               
Direct operating expense
  $ 58,617     $ 25,800     $ 152,020     $ 75,318  
Other hotel operating expenses
    85,736       36,567       221,349       107,863  
General and administrative
    5,627       1,778       14,774       5,815  
Depreciation
    31,095       13,732       81,408       40,865  
Series B convertible preferred share expense
    -       -       117,133       -  
Transaction costs
    707       1,908       4,593       2,044  
Loss on impairment of depreciable real estate assets
    8,600       -       8,600       -  
Interest expense, net
    6,340       2,287       17,197       6,701  
Total expenses
  $ 196,722     $ 82,072     $ 617,074     $ 238,606  
                                 
NET INCOME
                               
Net income (loss)
  $ 35,162     $ 18,165     $ (15,501 )   $ 58,606  
Unrealized gain on interest rate derivative
    757       -       311       -  
Comprehensive income (loss)
  $ 35,919     $ 18,165     $ (15,190 )   $ 58,606  
Net income (loss) per share
  $ 0.09     $ 0.10     $ (0.05 )   $ 0.32  
                                 
ADJUSTED FUNDS FROM OPERATIONS (A)
                               
Net income (loss)
  $ 35,162     $ 18,165     $ (15,501 )   $ 58,606  
Loss on impairment of depreciable real estate assets
    8,600       -       8,600       -  
Depreciation and amortization of real estate owned
    31,173       13,721       81,620       40,832  
Funds from operations (FFO)
  $ 74,935     $ 31,886     $ 74,719     $ 99,438  
Interest earned on note receivable
    -       1,575       -       4,725  
Series B convertible preferred share expense
    -       -       117,133       -  
Straight-line lease expense
    860       -       2,033       -  
Transaction costs
    707       1,908       4,593       2,044  
Adjusted funds from operations (AFFO)
  $ 76,502     $ 35,369     $ 198,478     $ 106,207  
FFO per share
  $ 0.20     $ 0.17     $ 0.22     $ 0.54  
AFFO per share
  $ 0.20     $ 0.19     $ 0.60     $ 0.58  
                                 
WEIGHTED-AVERAGE SHARES OUTSTANDING
    373,821       182,784       332,583       182,560  
                                 
OPERATING STATISTICS
                               
Occupancy
    79     77     79     76
Average daily rate
  $ 124     $ 115     $ 123     $ 115  
RevPAR
  $ 99     $ 88     $ 97     $ 87  
Number of hotels
    188       89                  
Distributions per Share
  $ 0.17     $ 0.21     $ 0.53     $ 0.62  
 
BALANCE SHEET HIGHLIGHTS     (Unaudited)
(In thousands)
 
September 30, 2014
   
December 31, 2013
 
ASSETS
           
Investment in real estate, net
  $ 3,692,339     $ 1,443,498  
Cash and cash equivalents
    -       18,102  
Other assets
    114,859       29,681  
Total assets
  $ 3,807,198     $ 1,491,281  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Notes payable
  $ 696,878     $ 162,551  
Other liabilities
    53,658       16,919  
Total liabilities
    750,536       179,470  
Total shareholders’ equity
    3,056,662       1,311,811  
Total liabilities and shareholders’ equity
  $ 3,807,198     $ 1,491,281  
 
(A) Funds from operations (FFO) is defined as net income (loss) (computed in accordance with generally accepted accounting principles – GAAP) excluding gains or losses from sales of real estate, plus depreciation, amortization and impairments of real estate assets. Adjusted funds from operations (AFFO) excludes transaction costs, the non-cash conversion of the Series B convertible preferred shares, the non-cash impact of straight-line lease expense and includes the interest on a note receivable not included in net income. The Company considers FFO and AFFO in evaluating property acquisitions and its operating performance and believes that FFO and AFFO should be considered along with, but not as an alternative to, net income and cash flows as a measure of the Company’s activities in accordance with GAAP. FFO and AFFO are not necessarily indicative of cash available to fund cash needs.
 
The financial information furnished reflects all adjustments necessary for a fair presentation of financial position at September 30, 2014 and the results of operations for the interim period ended September 30, 2014. Such interim results are not necessarily indicative of the results that can be expected for the full year. The accompanying financial statements should be read in conjunction with the audited financial statements and related notes appearing in the Apple Hospitality REIT, Inc. 2013 Annual Report.
 
 
 

 
 
GRAPHIC
 
 
 

 
 
     

Market Diversity

         
 
ALABAMA
 
MINNESOTA
 
 
Auburn, Birmingham (2), Dothan (2), Huntsville (3),
 
Rochester
 
 
Montgomery (2), Montgomery/Prattville, Troy (2)
     
     
MISSISSIPPI
 
 
ALASKA
 
Hattiesburg (2), Tupelo
 
 
Anchorage
     
     
MISSOURI
 
 
ARIZONA
 
Kansas City (2), St. Louis (2)
 
 
Phoenix (2), Phoenix/Chandler (2), Tucson (3)
     
     
NEBRASKA
 
 
ARKANSAS
 
Omaha
 
 
Rogers (4), Springdale
     
     
NEW JERSEY
 
 
CALIFORNIA
 
Cranford, Mahwah, Mount Laurel, Somerset,
 
 
Agoura Hills, Burbank, Clovis (2), Cypress, Sacramento,
 
West Orange
 
 
San Bernardino, San Diego (4), San Diego/Oceanside,
     
 
San Jose, Santa Ana, Santa Clarita (3), Santa Clarita/
 
NEW YORK
 
 
Valencia, Tulare
 
Islip/Ronkonkoma, New York City
 
         
 
COLORADO
 
NORTH CAROLINA
 
 
Denver/Highlands Ranch (2), Pueblo
 
Carolina Beach, Charlotte, Charlotte/Matthews,
 
     
Concord, Dunn, Durham, Fayetteville (2), Greensboro,
 
 
FLORIDA
 
Holly Springs, Jacksonville, Wilmington, Winston-Salem
 
 
Fort Lauderdale, Jacksonville, Lakeland, Miami (3),
     
 
Orlando (2), Orlando/Sanford, Panama City, Panama
 
OHIO
 
 
City Beach, Sarasota, Tallahassee, Tampa (2)
 
Cincinnati/Milford, Twinsburg
 
         
 
GEORGIA
 
OKLAHOMA
 
 
Albany, Columbus (2), Macon, Savannah, Savannah/
 
Oklahoma City, Tulsa
 
 
Port Wentworth
     
     
PENNSYLVANIA
 
 
IDAHO
 
Philadelphia/Collegeville, Philadelphia/Malvern,
 
 
Boise (2)
 
Pittsburgh
 
         
 
ILLINOIS
 
SOUTH CAROLINA
 
 
Mettawa (2), Schaumburg, Warrenville
 
Columbia, Greenville, Hilton Head
 
         
 
INDIANA
 
TENNESSEE
 
 
Indianapolis, Mishawaka
 
Chattanooga, Jackson (2), Johnson City, Memphis,
 
     
Nashville (2)
 
 
KANSAS
     
 
Overland Park (3), Wichita
 
TEXAS
 
     
Austin (5), Austin/Round Rock, Beaumont, Brownsville,
 
 
KENTUCKY
 
Dallas, Dallas/Addison, Dallas/Allen (2), Dallas/Arlington,
 
 
Bowling Green
 
Dallas/Duncanville, Dallas/Frisco, Dallas/Grapevine,
 
     
Dallas/Irving, Dallas/Lewisville, El Paso (2), Fort Worth (2),
 
 
LOUISIANA
 
Houston (2), Houston/Stafford, San Antonio (2),
 
 
Alexandria, Baton Rouge, Lafayette (2), New Orleans,
 
Texarkana (3)
 
 
West Monroe
     
     
UTAH
 
 
MARYLAND
 
Provo, Salt Lake City
 
 
Annapolis, Silver Spring
     
     
VIRGINIA
 
 
MASSACHUSETTS
 
Alexandria (2), Bristol, Charlottesville, Harrisonburg,
 
 
Andover, Marlborough, Westford (2)
 
Manassas, Norfolk/Chesapeake, Richmond,
 
     
Suffolk (2), Virginia Beach (2)
 
 
MICHIGAN
     
 
Detroit/Novi
 
WASHINGTON
 
     
Seattle, Seattle/Kirkland, Tukwila, Vancouver
 
         
 
 
 

 
 
 
 
graphic
 
CORPORATE PROFILE Apple Hospitality REIT, Inc. is a real estate investment trust (REIT) focused on the acquisition and ownership of income-producing real estate that generates attractive returns for our shareholders. Our hotels operate under the Courtyard® by Marriott®, Fairfield Inn® by Marriott®, Fairfield Inn & Suites® by Marriott®, Marriott® Hotels & Resorts, Renaissance® Hotels, Residence Inn® by Marriott®, SpringHill Suites® by Marriott®, TownePlace Suites® by Marriott®, Embassy Suites Hotels®, Hampton Inn®, Hampton Inn & Suites®, Hilton®, Hilton Garden Inn®, Home2 Suites by Hilton® and Homewood Suites by Hilton® brands. As of October 31, 2014, the Apple Hospitality REIT portfolio consisted of 189 hotels with 23,577 guestrooms in 33 states. MISSION Apple Hospitality REIT, Inc. is a premier real estate investment company committed to providing maximum value for our shareholders.
 
 
As always, we encourage our shareholders to know their investment and stay informed by reviewing information on our website at www.applehospitalityreit.com, as well as our filings with the Securities and Exchange Commission, which can be found on their website at www.sec.gov.
 
 
 
 
Cover image: RENAISSANCE NEW YORK HOTEL 57, NEW YORK, NY
 
“Courtyard® by Marriott®,” “Fairfield Inn® by Marriott®,” “Fairfield Inn & Suites® by Marriott®,” “Marriott® Hotels & Resorts,“ “Renaissance® Hotels,” “Residence Inn® by Marriott®,” “SpringHill Suites® by Marriott®,” and “TownePlace Suites® by Marriott®” are each a registered trademark of Marriott® International, Inc. or one of its affiliates. All references to “Marriott®” mean Marriott® International 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 Quarterly Report, whether relating to the hotel information, operating information, financial information, Marriott®’s relationship with Apple Hospitality REIT, Inc. or otherwise. Marriott® was not involved in any way, whether as an “issuer” or “underwriter” or otherwise in the Apple Hospitality REIT offering and received no proceeds from the offering. Marriott® has not expressed any approval or disapproval regarding this Quarterly Report, and the grant by Marriott® of any franchise or other rights to Apple Hospitality REIT 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 Quarterly Report.
 
“Embassy Suites Hotels®,” “Hampton Inn®,” “Hampton Inn & Suites®,” “Hilton®,” “Hilton Garden Inn®,” “Home2 Suites by Hilton®,” and “Homewood Suites by Hilton®” are each a registered trademark of Hilton® Worldwide Holdings, Inc. or one of its affiliates. All references to “Hilton®” mean Hilton® Worldwide Holdings, Inc. 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 Quarterly Report, whether relating to hotel information, operating information, financial information, Hilton®’s relationship with Apple Hospitality REIT, Inc., or otherwise. Hilton® was not involved in any way, whether as an “issuer” or “underwriter” or otherwise, in the Apple Hospitality REIT offering and received no proceeds from the offering. Hilton® has not expressed any approval or disapproval regarding this Quarterly Report, and the grant by Hilton® of any franchise or other rights to Apple Hospitality REIT 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 Quarterly Report.
 
This correspondence contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are typically identified by use of terms such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “potential,” and similar expressions that convey the uncertainty of future events or outcomes. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Apple Hospitality REIT, Inc., formerly known as Apple REIT Nine, Inc., (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the successful execution of the Company’s recent mergers with Apple REIT Seven, Inc. and Apple REIT Eight, Inc.; the ability of the Company to dispose of certain properties identified for sale and identify and acquire additional properties; the ability of the Company to implement its operating strategy; the ability of the Company to provide liquidity opportunities for its shareholders; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the real estate and real estate capital markets; financing risks; the outcome of current and future litigation; regulatory proceedings or inquiries; and changes in laws or regulations or interpretations of current laws and regulations that impact the Company’s business, assets or classification as a real estate investment trust. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this correspondence will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives and plans of the Company will be achieved. In addition, the Company’s qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code. Certain factors that could cause actual results to differ materially from these forward-looking statements are listed from time to time in the Company’s SEC reports, including, but not limited to in the section entitled “Item 1A. Risk Factors” in the 2013 Annual Report on Form 10-K filed by the Company with the SEC on March 11, 2014. The Company undertakes no obligation to publically update or revise any forward-looking statements or cautionary factors, as a result of new information, future events, or otherwise, except as required by law.
 
 
 
 
CORPORATE HEADQUARTERS
814 East Main Street | Richmond, Virginia 23219
(804) 344-8121 | (804) 344-8129 FAX
applehospitalityreit.com
 
 
 
INVESTOR INFORMATION
For additional information about the Company, please
contact: Kelly Clarke, Director of Investor Services
(804) 727-6321 or kclarke@applereit.com